Dated: February 21, 2019
- Section 1- Introduction
- Section 2- PubMatic Policies
- Section 3- Your License to Use the PubMatic Developer Services
- Section 4- Your Application
- Section 5- Restrictions on PubMatic Developer Services
- Section 6- Modifications to PubMatic Developer Services; No Warranties
- Section 7- Privacy
- Section 8- Confidentiality
- Section 9- Indemnification
- Section 10- Limitation on Liability
- Section 11- Anti-Corruption and Trade Control
- Section 12- Termination
- Section 13- Publicity
- Section 14- Notices
- Section 15- Choice of Law & Venue
- Section 16- No Agency
- Section 17- Entire Agreement
The following Terms are a legal document that you must follow and comply with when accessing or using the PubMatic Developer Services (as defined below). The PubMatic Developer Services are provided to you by PubMatic, Inc., a Delaware corporation, and its affiliates (“PubMatic”). As used in these Terms, “you” or “your” means the party who accesses or uses the PubMatic Developer Services, and any company, entity, or organization on whose behalf that party is acting. The “PubMatic Developer Services” means: (i) any PubMatic API(s), software, software development kits, code, tools, functions, features, products, and other developer services made available to you by PubMatic; (ii) any information, policies, documentation, keys, additional terms, or specifications relating to the PubMatic Developer Services, which are hereby incorporated into these Terms; (iii) content (including audio visual content), data (including anonymous or aggregate data), and information that PubMatic makes available to you through the PubMatic Developer Services (collectively, “PubMatic Data”); and (iv) any credentials assigned to you and your Application by PubMatic.
BY ACCESSING AND USING THE PUBMATIC DEVELOPER SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT WISH TO BE A PARTY TO THESE TERMS OR IF YOU DO NOT AGREE TO ALL OF THE TERMS THEN DO NOT USE, OR OTHERWISE ACCESS, THE PUBMATIC DEVELOPER SERVICES.
You may not use the PubMatic Developer Services and may not accept the Terms if (i) you are not of legal age to form a binding contract with PubMatic, or (ii) you are a person barred from using or receiving the PubMatic Developer Services under applicable laws of the United States or other countries including the country in which you are a resident or from which you use the PubMatic Developer Services. If you are using the PubMatic Developer Services on behalf of any company, entity, or organization, you represent and warrant that you have authority to bind such company, entity, or organization, as applicable.
To access and use the PubMatic Developer Services you may be required to create a username and password and provide certain information (such as contact details and an email address) as part of the account registration process, or as part of your continued access to, or use of, the PubMatic Developer Services and you agree to provide such information when requested by PubMatic. You are responsible for (i) ensuring the confidentiality of your username, account, and password, and (ii) all acts or omissions that occur under your account.
Access and use of the PubMatic Developer Services also requires your compliance with each of the following PubMatic policies, terms, and guidelines, as applicable, located at https://pubmatic.com/legal/ (collectively, the “PubMatic Policies”) and any Supplemental Terms (as defined below).
You may also be subject to additional terms, guidelines, or policies that apply to your use of certain PubMatic Developer Services (“Supplemental Terms”). In the event of a conflict between the Terms and any Supplemental Terms, the Supplemental Terms will govern with respect to the conflict as it relates to your access and use of the specific PubMatic Developer Services. The PubMatic Policies are incorporated into these Terms. PubMatic may update the Terms at any time, and your continued use of the PubMatic Developer Services will constitute acceptance of such updates.
You agree that PubMatic may monitor your use of the PubMatic Developer Services and may immediately limit, suspend, or terminate your access to the PubMatic Developer Services at any time if PubMatic determines in its sole discretion that you or your Application is not in compliance with these Terms or is otherwise operating in a way that is detrimental or may cause harm to PubMatic, the PubMatic Developer Services, or any PubMatic users. You will not interfere with this monitoring.
SECTION 3 – YOUR LICENSE TO USE THE PUBMATIC DEVELOPER SERVICES
Subject to these Terms, PubMatic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (i) use and access the PubMatic Developer Services solely as necessary to design, develop, test, operate, maintain, and support the PubMatic Developer Services’ functionality as integrated and implemented into your website, url, mobile application, or other access point authorized by PubMatic (“Application”) in accordance with the documentation and specifications applicable to the PubMatic Developer Services you use or access or as otherwise provided by PubMatic from time to time, and (ii) distribute such functionality to users and enable such users to utilize the PubMatic Developer Services in accordance with these Terms.
The PubMatic Data accessed through the PubMatic Developer Services may contain content created, uploaded, posted, sent, received, stored, or otherwise provided by PubMatic users or by other third-party licensors (“PubMatic Content”). As such, you agree that any PubMatic Content accessible through the PubMatic Developer Services (i) may be subject to copyright or other intellectual property and proprietary rights, and, if so, you may not use or distribute such PubMatic Content unless you obtain all necessary rights, permissions, and licenses by the owner of such content or are otherwise permitted by law (as the licenses granted by PubMatic to you in these Terms do not include any such rights, permissions, and licenses to use and distribute such PubMatic Content), and (ii) may not be appropriate for all audiences or ages. You must comply with any permissions, requirements, or restrictions imposed on the use of PubMatic Content by PubMatic or the user providing such content, including any request to remove the content. PubMatic may review PubMatic Content to determine whether it is illegal or violates the Terms, and PubMatic may remove or refuse to make the PubMatic Content available, but is under no obligation to do so, unless otherwise required by applicable law. Your access to the PubMatic Content provided by the PubMatic Developer Services may be restricted, limited or filtered in accordance with applicable law, regulation, and policy. You agree that PubMatic is not liable for any claims based on or arising from the PubMatic Content.
By using the PubMatic Developer Services, you do not acquire any ownership in the PubMatic Developer Services (including any PubMatic Content) that is accessed through the PubMatic Developer Services. If you provide any comments, suggestions, ideas, improvements, or feedback about the PubMatic Developer Services (collectively, “Feedback”), PubMatic (and those PubMatic allows) may use such Feedback for any purpose, without restriction or obligation to you.
If the PubMatic Developer Services includes or requires the use and display of any PubMatic names, trademarks, service marks, logos, domain names, or other distinctive brand feature of PubMatic (“PubMatic Brand Features”) associated therewith, PubMatic grants you a personal, non-exclusive, non-sublicensable, revocable and limited license to display PubMatic Brand Features on or through your Application only to satisfy any such requirement of the PubMatic Developer Services. Except as stated in this paragraph, nothing in the Terms grants or will be deemed to grant you any right, title, or interest in the PubMatic Brand Features. PubMatic reserves the right to (i) determine whether your attribution and display of the PubMatic Brand Features complies with these Terms, and (ii) terminate your license to display the PubMatic Brand Features at any time. All use of the PubMatic Brand Features will inure to PubMatic’s benefit. You irrevocably assign and will assign to PubMatic any right, title, and interest that you obtain in any of the PubMatic Brand Features and will not challenge the validity of the PubMatic Brand Features.
You will implement and maintain technical, physical, and administrative safeguards in accordance with these Terms and current industry standards to protect your username and password, all PubMatic Data, and any user information collected by your Applications, including personal data, from unauthorized access or use.
If the PubMatic Developer Services allows you to submit or create functionality that enables others to submit text, graphics (including logos and marks), photos, video, audio, music, or other content (“Your Content”) to the PubMatic applications, you hereby grant PubMatic a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use, host, store, archive, copy, modify, cache, encode, reproduce, distribute, transmit, synchronize, display, create derivative works from, and publicly perform such content. Before you submit Your Content to the PubMatic Developer Services, you will ensure that you have the necessary rights (including the necessary rights from your users or other third-party licensors) to grant PubMatic this license. PubMatic does not acquire ownership in Your Content or your Application.
From time to time, PubMatic may require you to submit your Application for review and approval by PubMatic prior to distribution to your users. You agree to cooperate with PubMatic in this submission process and to answer questions and provide information and materials reasonably requested by PubMatic regarding your submitted Application (which may include, but is not limited to, the operation of your business, insurance information related to your Application, and your obligations under these Terms). If you make any changes to your Application after submission to PubMatic, you must resubmit the Application to PubMatic.
SECTION 5 – RESTRICTIONS ON PUBMATIC DEVELOPER SERVICES
When using the PubMatic Developer Services (including PubMatic Data and PubMatic Content), you will not (or allow others to):
- Directly or indirectly sell, rent, lease, license, syndicate, transfer, lend, modify, reverse engineer, decompile, or otherwise alter the PubMatic Developer Services.
- Use the PubMatic Developer Services in violation of any applicable law, rules, or regulations, or for any unauthorized purpose.
- Share your keys and access tokens or otherwise provide access to the PubMatic Developer Services to anyone outside of your organization, except for agents or contractors acting on your behalf who require access as part of the operation of your Application and are bound to terms no less restrictive than those set forth in these Terms.
- Use the PubMatic Developer Services in a manner that, as determined by PubMatic, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is inconsistent with any documentation related to the PubMatic Developer Services provided by PubMatic to you.
- Use the PubMatic Developer Services in a manner that violates any mobile developer or app store terms, guidelines, or policies.
- Feature or use the PubMatic Developer Services (including any PubMatic Brand Features) in any pornographic, discriminatory, illegal, or otherwise indecent context.
- Remove, obscure, or alter any legal, copyright, trademark, or other proprietary notice contained in the PubMatic Developer Services, or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
- Use any robot, spider, site search/retrieval application, or other device to collect information about users of the PubMatic Developer Services for any unauthorized purpose.
- Imply inaccurate creation, affiliation, sponsorship, or endorsement of you or your Application by PubMatic.
- Make any statement or use the PubMatic Developer Services (including any PubMatic Brand Features) in any advertising or advertising product or to imply sponsorship by, endorsement from, or a false association with PubMatic, any of PubMatic’s users, third party content providers, or business partners.
- Disclose, copy, scrape, translate, use, distribute, display, modify, or create derivative works from any PubMatic Developer Services in a manner or on an Application that is inconsistent or conflicts with these Terms or applicable law.
- Use the PubMatic Developer Services to compete with or replicate any PubMatic applications or PubMatic’s products and services.
- Indicate that the PubMatic Developer Services are from another medium other than from PubMatic or a PubMatic application.
- Collect or attempt to collect any personal data from PubMatic users for any unauthorized or unlawful purpose.
- Proxy, request, or collect PubMatic usernames or passwords.
- Build, help build, or supplement any segments, profiles, databases or similar records on any individual, device, content, or browser or associate the behavior of any individual, device, content, or browser with any segment, profile, or similar record, or supplement any such record based on PubMatic Data or PubMatic Content or other information obtained from or in connection with your use of the PubMatic Developer Services.
- Build, help build, or supplement any search engines, recommendation services, directories, or similar databases based on PubMatic Data or PubMatic Content or other information obtained from or in connection with your use of the PubMatic Developer Services.
- Transmit into any PubMatic Developer Servicesany ‘back door,’ ‘time bomb,’ ‘Trojan Horse,’ ‘worm,’ ‘drop dead device,’ ‘virus,’ ‘spyware,’ or ‘malware;’ or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any PubMatic Developer Services.
- Use or combine the PubMatic Developer Services with software offered under an open source license in such a way that would cause the PubMatic Developer Services to be subject to any obligations under such open source license
- Use the PubMatic Developer Services in conjunction with any hardware accessory, including an Application that facilitates access to a hardware accessory, unless otherwise agreed to in writing between you and PubMatic.
PubMatic may audit you and your Application for violations. If requested, you must provide PubMatic with proof that you and your Application complies with these Terms.
SECTION 6 – MODIFICATIONS TO PUBMATIC DEVELOPER SERVICES; NO WARRANTIES
PubMatic reserves the right to discontinue offering the PubMatic Developer Services (or any updates thereto) or to modify the PubMatic Developer Services at any time, in its sole discretion, with or without notice to you. PubMatic is not obligated to provide any maintenance, technical or other support for the PubMatic Developer Services. It is solely your responsibility at all times to be prepared to conduct your business and operate the Application without access to any aspect of the PubMatic Developer Services. In addition, PubMatic may provide you with upgrades, updates, or modifications for the PubMatic Developer Services (“Modifications”) in PubMatic’s sole discretion. You understand and agree that: (i) all Modifications will form a part of the PubMatic Developer Services, (ii) you must implement all Modifications required by PubMatic into your Application as soon as commercially practicable; and (iii) you will prioritize changes to your Application according to PubMatic’s recommendations.
THE PUBMATIC DEVELOPER SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUBMATIC DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) WITH RESPECT TO ITS PERFORMANCE OR ANY MATERIALS OR SERVICES PROVIDED BY PUBMATIC UNDER THE TERMS. WITHOUT LIMITING THE FOREGOING, PUBMATIC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE PUBMATIC DEVELOPER SERVICES WILL BE UNINTERRUPTED, CONTINUE TO EXIST, RELIABLE, ACCURATE, MEET YOUR REQUIREMENTS, TIMELY, SECURE, OR ERROR FREE. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR APPLICATION, YOUR CONTENT, AND ANY DAMAGE TO YOU, YOUR USERS, AND YOUR RESPECTIVE COMPUTER SYSTEM(S) OR DEVICES, INCLUDING LOSS OF DATA OR CONTENT, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE PUBMATIC DEVELOPER SERVICES.
WITH RESPECT TO ANY PUBMATIC DATA OR PUBMATIC CONTENT INCLUDED IN THE PUBMATIC DATA, PUBMATIC IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, USEFULNESS, AVAILABILITY, SAFETY, OR LEGALITY OF SUCH DATA, INCLUDING CONTENT THAT MAY BE OFFENSIVE, INDECENT, DEFAMATORY, OBJECTIONABLE, OR THAT MAY VIOLATE THIRD PARTY RIGHTS OR APPLICABLE LAWS OR REGULATIONS.
The data protection addendum located at https://pubmatic.com/legal/publisher-data-processing-addendum/ shall form part of these Terms and its terms are hereby incorporated in the Terms by reference.
PubMatic’s communication to you and the PubMatic Developer Services may contain PubMatic confidential information. PubMatic confidential information includes any materials, documentation, communication, and information that are marked confidential or would reasonably be understood to be confidential to PubMatic under these Terms. If you receive any PubMatic confidential information, then you will not disclose it to any third party without PubMatic’s prior written consent. PubMatic confidential information does not include any information that you already rightfully knew, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party who was under no obligation of confidentiality. You may disclose PubMatic confidential information when compelled to do so by law if you provide PubMatic reasonable prior notice, unless a court orders that PubMatic not receive notice.
You acknowledge and agree that PubMatic may be independently creating applications, content and other products and services that may be like or competitive with your Application, and nothing in these Terms will be construed as restricting or preventing PubMatic from creating and fully exploiting such applications, content, and other items, without any obligation to you.
You will indemnify, defend, and hold harmless PubMatic, and its affiliates, directors, officers, employees, and users against all liabilities, damages, losses, costs, fees, and expenses from any claims arising out of or on account of: (i) your or your user’s actual or alleged breach of these Terms; (ii) your or your user’s use of the PubMatic Developer Services; (iii) your Application; or (iv) any content (including Your Content), data, technology or materials transmitted or used with the PubMatic Developer Services by you or your users. These remedies are in addition to any other remedies available to PubMatic at law or in equity.
SECTION 10 – LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, PUBMATIC WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFIT, DATA, REVENUE, OR BUSINESS) UNDER THE TERMS, EVEN IF PUBMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE AGGREGATE LIABILITY OF PUBMATIC UNDER THE TERMS WILL BE LIMITED TO US$100.00.
SECTION 11 – ANTI-CORRUPTION AND TRADE CONTROL
You agree that you will comply with all applicable anti-corruption laws and rules. You represent and warrant that neither you, nor any affiliated company, are included on any of the restricted party lists maintained by the U.S. Government — including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”) and the Denied Parties List, Unverified List, and Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security — or by any government authority in the countries where you operate — and that (i) you are not owned or controlled by such a restricted party, and (ii) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by OFAC or other applicable sanctions.
Either party may terminate these Terms upon notice to the other party. Upon termination of these Terms (whether by you or PubMatic), you will immediately stop accessing and using all PubMatic Developer Services and delete and destroy all PubMatic Developer Services and PubMatic confidential information (including PubMatic Data and PubMatic Content) in your possession and control (including from your servers). Upon PubMatic’s request, you will certify your deletion and destruction. The following Sections will survive any expiration or termination of the Terms: Sections 4, 7-16, and any other provision of the Terms that contemplates a continuing obligation.
You agree that PubMatic, may use your name, logo(s), or other identifying information or image for any legitimate business purpose without consent. You must not make any public statement regarding your access to, or use of, the PubMatic Developer Services without PubMatic’s prior review and prior written approval.
PubMatic may give notices to you by email. You must ensure that your contact and account information is current and correct, and promptly notify PubMatic in writing of any changes to such information. All notices to PubMatic will be sent to: PubMatic, Inc., 3 Lagoon Drive, Suite 180, Redwood City, CA 94065, Attn: General Counsel; with a copy to: legal@PubMatic.com.
SECTION 15 – CHOICE OF LAW & VENUE
These Terms shall be construed and interpreted under the laws of the State of California without giving effect to California’s principles of conflict of laws, and the parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against the state and federal courts located in Santa Clara County, California and the Borough of Manhattan in New York, New York in any dispute arising under or in connection with these Terms.
These Terms do not establish any agency, partnership, or joint venture between you and PubMatic.
You must follow and comply with these Terms when accessing or using the PubMatic Developer Services unless You have entered into a service order, a mutually agreed upon Publisher Master Services Agreement or the online Publisher Services Agreement with PubMatic, in which case such service order, Publisher Master Services Agreement or online Publisher Services Agreement shall govern. As used in this section, “You” or “Your” means the party accesses or uses the PubMatic Developer Services, and any company, entity, or organization on whose behalf that party is acting (“Publisher”). These Terms set forth the entire understanding and agreement of the parties and supersedes all other agreements between the parties with respect to the subject matter hereof. If any provision of these Terms is held to be contrary to law or not enforceable, such provision will be deemed deleted and the rest of these Terms will remain in effect. You may not assign any part of these Terms, whether by merger, operation of law, or otherwise, without the prior written consent of PubMatic. PubMatic may transfer or assign these Terms, including any rights and licenses granted under it, to any third party. Any local language translation (where applicable) exists for reference only, and only the English version will be legally binding. If there is any inconsistency between the two versions, the English version shall control.