PubMatic Terms and Conditions

BY CLICKING THE "I ACCEPT' BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT') GOVERNING YOUR USE OF PUBMATIC'S ONLINE SERVICE (THE "SERVCE"). PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS. USE OF THE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR' SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR USE PUBMATIC'S SERVICE.

As a part of the Service, PubMatic will integrate Your third party advertising network relationships with PubMatic's optimization, management and reporting system; select the appropriate advertising network to fulfill an advertising request on Your behalf; and provide email, message-board and/or chat-based technical support. Your registration for, or use of the Service shall be deemed to be Your agreement to abide by this Agreement.

This Agreement is made by and between You and PubMatic ("PubMatic"), a unit of Komli, Inc. (a Delaware Corporation). "You" or "Publisher" means any person or entity that is a Publisher and is identified in an enrollment form submitted by the same or employees or contractors affiliated with the Publisher, and/or any agency acting on a Publisher's behalf.

License Grant. PubMatic hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. PubMatic and its licensors reserve all rights not expressly granted to You. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for resale, or for any other benchmarking or competitive purposes.
Your use of the Service is subject to PubMatic's approval and Your continued compliance with these Terms and Conditions. PubMatic reserves the right to refuse Your use of the Service at any time in its sole discretion. By using the Service, You represent that You are at least 18 years of age and agree that PubMatic may serve third party advertisements ("Ads") in connection with the Web site(s) that You designate and the Atom, RSS, or other feeds distributed through such Web site(s) (each such Web site or feed, a "Site"). For the avoidance of doubt, any reference in this Agreement or any PubMatic Policies published on its website from time to time to an individual Web page, Web site, Web site page or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same Publisher are subject to immediate termination unless expressly authorized in writing by PubMatic (including by electronic mail). In the event that You are using a version of the Service that is not generally available, PubMatic may transition Your account to a generally available version at any time and You will be subject to the terms and conditions and policies governing that version of the Service unless You terminate this Agreement.
Implementation and Operation of Ads. You agree to comply with the specifications provided by PubMatic from time to time to enable proper delivery, display, tracking, and reporting of Ads in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by PubMatic in any way, unless expressly authorized in writing by PubMatic (including by electronic mail).
3rd Party Ad Networks. You agree to abide by any and all terms and conditions provided by 3rd party ad networks ("3rd Party Ad Networks"), including but not limited to Google AdSense, Yahoo! Publisher Network, ValueClick, Komli, and others, whose services You subscribe to in association with the Service for the purposes of serving ads to be displayed on Your Site in exchange for compensation. Respective terms and conditions will be provided to You at the time of Your subscription to the 3rd Party Ad Network(s). Ads provided by 3rd Party Ad Networks are provided solely at the discretion of the 3rd Party Ad Network. Your activity with these 3rd party Ad Networks is solely between You and the applicable 3rd Party Ad Network. PubMatic shall have no liability, obligation or responsibility for any obligation or responsibilities between You and the 3rd Party Ad Network. You agree that these Ads are available through the Service on an "AS IS" basis and Your use of the Ads is undertaken solely at Your own risk. PubMatic provides no warranty that 3rd Party Ad Networks will abide by the terms and conditions agreed to between You and the 3rd Party Ad Network, including (a) continued operation of the 3rd Party Ad Network and its ability to serve appropriate ads on Your Site in a timely manner; (b) payment or other compensation made by the 3rd Party Ad Network to You in exchange for the display of Ads on Your Site; (c) any other terms of the agreement made between You and a 3rd Party Ad Network. Your use of the Service does not affect, in any way, Your responsibilities according to the Agreement between You and the 3rd Party Ad Network.
Parties' Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of PubMatic's specifications, and adherence to the terms of this Agreement. PubMatic reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads or any engagement in any activity prohibited by this Agreement. PubMatic is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and PubMatic. In addition, PubMatic shall not be obligated to provide notice to You in the event that any Ad is not being displayed properly to end users of the Site(s). You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
Prohibited Uses. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, including its content) in any way; (b) modify or make derivative works based upon the Service (including its content) (c) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service.
You shall not: (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (b) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (c) attempt to gain unauthorized access to the Service or its related systems or networks.
You shall not, and shall not authorize or encourage any third party to: (a) directly or indirectly generate queries or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (b) edit, modify, make derivative works, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad in any way; (c) create links to the Service, frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"); (d) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (e) display any Ad(s) on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (f) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads or any part, copy, or derivative thereto; (h) act in any way that violates any PubMatic Policies posted on the PubMatic Web Site, as may be revised from time to time, or any other agreement between You and PubMatic, or engage in any action or practice that reflects poorly on PubMatic or otherwise disparages or devalues PubMatic¹s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
Termination. You may terminate this Agreement with or without cause at any time by sending written notice of Your desire to terminate to PubMatic. This Agreement will be deemed terminated within ten (10) business days of PubMatic's receipt of Your notice. PubMatic may investigate any activity that may violate this Agreement. In addition PubMatic may at any time, in its sole discretion, terminate or suspend all or part of the Service and terminate this Agreement, with or without cause, at any time by sending written notice to You. In the event PubMatic sends notice of termination, the Agreement will be deemed terminated ten (10) business days after Your receipt of PubMatic's notice. Suspension of the Service is effective upon Your receipt of the notice from PubMatic. Upon termination of participation of any Site in the Service or termination of this Agreement for any reason, Sections 6 through 10, and 12 through 18 shall survive termination.
Confidentiality. You agree not to disclose PubMatic Confidential Information without PubMatic's prior written consent. "PubMatic Confidential Information" includes without limitation: (a) all PubMatic software, technology, programming, specifications, materials, guidelines and documentation relating to the Service; and (b) any other information designated in writing by PubMatic as "Confidential" or an equivalent designation. PubMatic Confidential Information does not include information that has become publicly known through no breach by You or PubMatic, or information that has been (i) independently developed without access to PubMatic Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee. PubMatic makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.
No Warranty. YOUR EXPRESSLY AGREE TO THE FOLLOWING WARRANTY DISCLAIMER. PUBMATIC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO EVERYTHING PUBMATIC PROVIDES YOU. PUBMATIC IS PROVIDED "AS IS". PUBMATIC EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. PUBMATIC DOES NOT WARRANT THAT PUBMATIC WILL OPERATE UNINTERRUPTED OR ERROR-FREE. PUBMATIC MAKES NO REPRESENTION OR WARRANTY ABOUT THE RESULT YOU WILL OBTAIN THROUGH PUBMATIC. TO THE EXTENT ADS ARE BASED ON NON-PUBMATIC CONTENT, PUBMATIC SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS. PUBMATIC IS NOT RESPONSIBLE FOR YOUR ONLINE ADVERTISING REVENUE IN ANY WAY PUBMATIC MAKES NO WARRANTIES REGARDING THE AVAILABILITY OF YOUR WEB SITE OR THE AVAILABILITY OF THE SERVICE AND IT IS POSSIBLE THAT SERVICE MAY BE INACCESSIBLE, UNAVAILABLE, OR INOPERABLE FROM TIME TO TIME.
Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE SERVICE, (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (b) PUBMATIC'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY PUBLISHER TO PUBMATIC DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Payment. PubMatic will bill You for the Service in relation to the depth and breadth of services provided. You will be eligible to, from time to time, choose a billing plan that provides for a certain recurring payment to PubMatic in exchange for services rendered. You agree to pay PubMatic in a timely fashion, as determined at the sole discretion of PubMatic. If Your account becomes delinquent at any point in time, PubMatic reserves the right to (a) terminate Your use of the Service and access to the Service, without prior notification; (b) to use any legal means at the disposal of PubMatic to collect any outstanding balance, including but not limited to the sharing of Your confidential personal information with a third party agency for the sole purpose of recovering the outstanding balance; (c) notifying Your credit card provider and any credit reporting bureau of the delinquency of Your account. You may receive a promotional rate prior to PubMatic being generally available. PubMatic reserves the right to alter this rate at any time with 10 days notice to You.
Publicity and Marketing. You agree that PubMatic or Komli, Inc. may use Your name, site name, URL, other similar site data, and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, and Search Results Pages. If You wish to use PubMatic's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with PubMatic's then current terms of use for its Brand Feature.
Representations and Warranties. You represent and warrant that (a) all of the information provided by You to PubMatic to order the Service is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Service; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
Your Obligation to Indemnify. You agree to indemnify, defend and hold PubMatic, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from (a) a violation of privacy or infringement of copyright, patent, trade secret, trademark or other intellectual property rights, (b) any violation of applicable laws, rules, and regulations by You, or Your use of the Service, the Site(s), and/or Your breach of any term of this Agreement.
PubMatic Rights. You acknowledge that PubMatic owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the PubMatic (including PubMatic's ad serving technology, optimization technology, auction technology, reporting technology, data gathering technology, and Brand Features, and excluding items licensed by PubMatic from third parties), and that You will not acquire any right, title, or interest in or to the Service or PubMatic except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from PubMatic, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary information related thereto. You will not remove, obscure, or alter PubMatic's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within PubMatic's, software, or documentation (including without limitation the display of PubMatic¹s Brand Features with Ads, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Information Rights. PubMatic may retain and use, subject to the terms of the PubMatic Privacy Policy all information You provide, including but not limited to Site demographics and contact and billing information. You agree that PubMatic may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Service, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. PubMatic may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. PubMatic disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. PubMatic may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by PubMatic, with advertisers, business partners, sponsors, and other third parties. In addition, You grant PubMatic the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.
Miscellaneous. The laws of California, except for its conflicts of laws principles, shall govern this Agreement. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the State of California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Service after PubMatic has updated such terms. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to PubMatic. Notwithstanding the foregoing, PubMatic may assign this Agreement to any affiliate at any time without notice. The relationship between PubMatic and You is not one of a legal partnership relationship, but is one of independent contractors.

The PubMatic name and logo, and all related product and service names, design marks and slogans are the trademarks or registered trademarks of PubMatic or Komli, Inc. All other product and service marks contained herein are the trademarks of their respective owners. You may not use any PubMatic trademarks or logos without the prior written consent of PubMatic.