Terms of Use

Terms of Use Agreement

Display.io Ltd. (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers and directors, as applicable, collectively “Display.io” or “we” or “us” or “our”) is a mobile ad network enabling the purchase and sale of mobile advertisements and facilitates End Users (as defined below) to view ads through their mobile devices (collectively, the “Services”). Please read the following and make sure you fully understand these terms and conditions. These terms of use are a legal agreement (“Agreement”) between you and Display.io. An “End User” is a person or entity that has downloaded an Integrated Application (as defined below) from an application (developed by a Publisher (as defined below)) or store or used a mobile web application. “Integrated Application” is an application in which Display.io’s software development kit (“SDK”) or Application Program Interface (“API”) is embedded or in which Display.io displays ads. “You” means any adult user of the Site or Services, using the Services on behalf of an entity, individual or yourself or any parent or guardian of any minor whom you allow using the Site (as defined below) or Services, and for whom you will be held strictly responsible.

By accessing Display.io’s web site, currently located at http://display.io (the “Site”) and using any of the Services accessible through the Site, you agree to, and are bound by, the terms and conditions of this Agreement and our Privacy Policy located at http://www.display.io/privacy-policy/ for as long as you continue to use the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR SERVICES.

Your use of, or participation in, certain Services may be subject to additional terms, and such terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.
Display.io may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all such additional or revised Services.

If you are registering on behalf of any entity or company (“Company”), you represent that you are authorized to enter into, and bind the Company to this Agreement and register for the Services. You are solely responsible for ensuring that this Agreement is in compliance with all laws, rules, and regulations applicable to you and/or the Company, as applicable, and the right to access the Site and Services is revoked where this Agreement or use of the Site and Services is prohibited.

Display.io may, in its sole discretion and at any time, modify or discontinue providing the Site, the Services or any part thereof without notice.

Use of Site and Services

Use of and access to the Site and Services is void where prohibited by law. By using the Services, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older, or else have the permission of your parents or guardians to use the Services; and (d) your use of the Services does not violate any applicable law or regulation or any obligation, including but not limited to any applicable data collection and privacy regulations; (e)  it has similar, but in no case less stringent, privacy and cookies policies than Display.io’s privacy and cookies policies, on its websites and such privacy and cookies policies explain to users of the websites that their IP addresses and/or device ID, as applicable, and other information, as detailed in Display.io’s Privacy Policy (“End User Information”), may be collected by you or Display.io and its vendors; and (f) that Display.io and its vendors shall collect and retain such End User Information for its internal business use, to provide its customers with the Services and for analysis purposes and to optimize and customize the End User’s advertising experience.

Registration

We may allow you to register or otherwise use the Services through third party login services (such as Facebook, Gmail, LinkedIn, etc.). If you choose to login or register through such third party services, you agree to the terms and conditions of such third party services. You acknowledge that the use of third party services to login or register for the Site may provide us with access to certain information and data that you have provided to such third party service (according to the terms and conditions and privacy policies of such third party service) and you expressly agree to our use of such data or information in accordance with this Agreement and our Privacy Policy.

If you do not use a third party login service you may register to use Display.io by creating an account through the Site. Your account allows you to use the Site and Services, subject to these Terms and our Privacy Policy, which can be found at http://www.display.io/termsofuse/ http://www.display.io/privacy-policy/. Display.io reserves the right to refuse to allow a user to open an account for any reason, or to limit the number of accounts a user can open on the Site, all at its sole discretion.

In creating an account, you must provide the information requested by Display.io. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist Display.io in providing you with improved services.

If you are a Publisher, Display.IO will provide you, following registration, with a unique Publisher ID, which will serve as your identifier (“Identifier”), including for payment and billing purposes, as well as with an SDK.

You agree to notify Display.io immediately of any unauthorized use of your Display.io account or password. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. Display.io will not be liable for any losses or damage arising from unauthorized use of the Site or Services, and you agree to indemnify and hold Display.io harmless for any unauthorized, improper or illegal use of the Site or Services, and any charges and taxes incurred, unless you have notified us via e-mail at: contact@display.io that your account has been compromised, and have requested us to block access to it. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Site or Services.

Publishers

A “Publisher” is an application or mobile web publisher registered to the Services pursuant to the terms of this Agreement. If you are a Publisher, you shall not authorize or encourage any third party to generate fraudulent impressions and/or fraudulent clicks and/or fraudulent installs, on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated requests. You agree to comply with the technical specifications provided by Display.io to enable proper display of the advertisements in connection with the Services.

Content

Certain types of content may be made available through the Site or Services. “Content” as used in these Terms means, collectively, all content on or made available on the Site or Services. Display.io may allow users to post Content on the Site or Services, including advertisements. All content and communications by users is referred to as “User Content.” You are fully and solely responsible for any User Content you submit to or publish through the Site or Services, and represent and warrant that any such User Content complies with the requirements of this Agreement. Dislay.io may provide you with the opportunity to post content and materials from third party sources. If you post any such content, you represent and warrant that the license terms of such content and materials permit you to post and use such content on the Site and Services. Display.io has no obligation to accept, display, review or maintain any User Content. Moreover, Display.io reserves the rights to remove and permanently delete any User Content, including any statements of any user, without notice and for any reason. Display.io does not endorse any Content (including without limitation any User Content) or any opinion, recommendation, or advice expressed therein, and Display.io expressly disclaims any and all liability in connection with Content (including without limitation User Content).

Display.io may choose, at its sole discretion, to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that Display.io reserves the right to treat User Content posted as content stored at the direction of users for which Display.io will not exercise editorial control except when violations are directly brought to Display.io’s attention. Display.io has the right to edit, delete, or move User Content from the Site or Services without notice for any reason at any time. Additionally, Display.io has the right to refuse to transmit, email, post, publish or broadcast any User Content (including refusing to allow a user to post or distribute such User Content through a third party) without notice for any reason at any time.

Content on the Site and Services comes from a variety of sources. You understand that Display.io is not responsible for the accuracy, usefulness, safety, appropriateness or intellectual property rights of or relating to this Content.  Although users must agree to this Agreement, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against Display.io with respect thereto. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.

It also is possible for others to obtain personal information about you due to your use of the Site or Services, including any User Content that you may choose to make available. Anyone receiving or viewing User Content may use your information for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Site or Services or through any User Content. Please carefully select the type of information that you post on the Site or Services or release to others.

Content Restrictions

You are fully and solely responsible for any User Content you submit or post. Without limiting the foregoing, you agree that you will not act in any way or transmit or post any Content that: (a) restricts or inhibits use of the Site or Services; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause Display.io to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage Display.io or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that is offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (d) any virus, worm, Trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.

Use Restrictions

The software and technology underlying the Site or Services is the property of Display.io, and you may not do or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Site or Services, including in order to allow you to copy or download any Content; (b) frame or mirror any part of the Site or Services; (c) circumvent, disable, or otherwise interfere with security-related features of the Site or Services or features that prevent or restrict use or copying of any Content; (d) use the Site, Services or Content in connection with any commercial endeavors in any manner; (e) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site or Services; (f) harvest, collect or mine information about other users of the Site or Services; or (g) use or access another user’s account or password without permission.

Intellectual Property
The SDK, the Site and the Services provided through the Site are and shall at all times remain the sole property of Display.io and you acknowledge you have no right to use, modify, reproduce, distribute, transmit, create derivative work from, copy, post, sell or in any other way use the SDK, Site or Services in any way unless explicitly provided otherwise herein. All materials displayed or performed on or accessible through the Site or Services including, but not limited to the SDK, are and shall remain Display.io’s intellectual property rights, including copyrights, where applicable. You shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the Site or Services. You shall not decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the SDK, the Site or the Services.
You hereby grant Display.io your approval to use your (Company) name, application name, Company logo, application icons, images and videos for use in Display.io marketing and display on Display.io Site.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.

By posting, uploading or submitting any User Content, you grant Display.io and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of such User Content on, through or in connection with the Services or Site to improve our ad targeting.

Copyright Infringement

Display.io respects the intellectual property rights of others and expects its users to do the same. Display.io will remove all infringing Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.

Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond expeditiously to copyright owners who believe material appearing on the application or Site infringes their rights. If you believe that something appearing on the application or Site infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: info@Display.io.com.

Display.io accepts no responsibility or liability for the content of any site included in any Content (including, without limitation, User Content), or otherwise linked to by the, or for the, user’s use of such Content.  We reserve the right to remove any Content without prior notice to you, any other user, or any third party. It is our policy to terminate the account of repeat infringers in appropriate circumstances, but we reserve the right to terminate the account of a user that has posted or uploaded any infringing Content.

Payment Terms
If you are a Publisher, you may receive a percentage of the net revenue of advertisements associated with your use of the Services, as solely determined by Display.io, including but not limited to, by using information available through your Identifier and, subject to your compliance with all the terms herein. Publisher shall bear any and all taxes in connection with any payments made to Publisher pursuant to this Agreement. In the event that, pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Publisher, Display.io shall withhold any applicable tax at the rate set forth in the certificate issued by the appropriate taxing authority and provided to Display.io by Publisher, or in the absence of such certificate, at the rate determined by said law or regulation.
Revenue reports are presented in the Publisher’s portal available on the Site following registration. Based on such report, Display.io shall remit payment to Publisher within thirty (30) days of the end of the applicable calendar month. Payments to Publisher shall be sent by Display.io only if Publisher’s revenue balance is greater than US$50 (fifty US Dollars). If Publisher’s earned balance is less than $50, no payment shall be made until such minimum amount of $50 has been reached.

Payment shall be made via payment options offered on the Site. Display.io reserves the right to update the payment alternatives at any time. Payments will be based on actual performance of non-incentivized advertisements. Display.io reserves the right to require Publisher to present a valid and eligible live application which generated reported impressions and complies with Display.io this Agreement.

Disclaimer of Warranty
Your use of the Site and/or Services is at your sole discretion and risk. The Site and/or Services are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Display.io. Display.io expressly disclaims all warranties of any kind, express, implied or statutory, relating to the Site and/or Services, including without limitation the warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Display.io disclaims any warranties, express or implied, (i) regarding the security, accuracy, reliability, timeliness and performance of the Site and/or Services; or (ii) that the Site and Services will be error-free or that any errors will be corrected; or (iii) regarding the performance of or accuracy, quality, currency, completeness or usefulness of any information provided by the Site or Services.

In addition to the foregoing, Display.io assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. Display.io is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation or downloading materials in connection with the Site or Services.

Display.io may provide Publishers with analytics or reports in respect of Publisher’s use of the Site or Services. Display.io disclaims all representations and warranties in respect of such analytics or reports. Display.io shall not have any liability for any decisions taken on the basis of such analytics or reports.

Publisher specifically acknowledges and agrees that Display.io has no control over any content that may be submitted or published by any advertiser, and that Publisher is solely responsible (and assumes all liability and risk) for determining the type of content appropriate or acceptable to its End User(s).

Limitation of Liability
IN NO EVENT WILL DISPLAY.IO OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF PROFIT OR REVENUE, EVEN IF DISPLAY.IO KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL DISPLAY.IO AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED IN THE AGGREGATE THE NET AMOUNT PAID BY DISPLAY.IO TO YOU DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM. IF DISPLAY.IO HAS NOT MADE ANY PAYMENT TO YOU HEREUNDER, THEN DISPLAY.IO SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

Indemnification
You hereby agree to indemnify, defend, and hold harmless Display.io, its officers, members, managers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of or from (a) your use of or inability to use the Site or Services (b) your violation of any terms of this Agreement or your violation of any rights of a third party, or (c) your violation of any applicable laws, rules or regulations.

Termination
This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect unless terminated hereunder. Either you or Display.io may terminate your account at any time, for any reason, effective upon sending written notice to the other party. Grounds for such termination by Display.io may include, but are not limited to (i) extended periods of inactivity, (ii) violation of the letter or spirit of this Agreement, (iii) fraudulent, harassing or abusive behavior or (iv) behavior that is harmful to other users, third parties, or the business interests of Display.io. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion.

You may terminate your account by following the instructions on the Site, or by sending a notice of cancellation to: contact@display.io. Upon termination of your account, your right to use the Service will immediately cease and you will remove the SDK from your mobile properties. Following any termination of any registered user’s use of the Services, Display.io reserves the right to send a notice thereof to other registered users with whom you have corresponded. The termination or expiration of this Agreement shall not affect any of the provisions of this Agreement. Any suspension, termination, or cancellation shall not affect your obligations to Display.io under this Agreement (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation. If your account is terminated, you may not rejoin Display.io again without our express permission.

We reserve the right to investigate suspected violations of this Agreement or illegal and inappropriate behavior on the Site or Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated this Agreement or to have engaged in illegal behavior on the Site or Services. In such event, Display.io reserves the right to suspend or terminate your account and/or access to the Services.

Confidentiality
Each party agrees that it may be provided by the other party with information that is confidential and proprietary to that other party or a third- party, which (i) is in written, recorded, graphical or other tangible form and marked “Proprietary”, “Confidential” or with a similar legend denoting the disclosing party’s proprietary interests therein, or (ii) is in oral form and identified by the disclosing party as proprietary or confidential at the time of oral disclosure, with subsequent confirmation in writing within 30 days of such disclosure, or (iii) is of apparent proprietary or confidential nature (“Confidential Information”). Without derogating from the above, Display.io’s rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be publicly or privately presented with information or materials of others at any time. The receiving party undertakes that it shall treat and maintain the Confidential Information as confidential, and hold all such Confidential Information in trust and confidence for the disclosing party, utilizing at least the same degree of care the receiving party uses to protect its own confidential information, but not less than reasonable degree of care. The receiving party shall not disclose any Confidential Information disclosed by the disclosing party to any third party or to officers, directors, employees or contractors of the receiving party, except to officers, directors, employees or contractors who have to be so informed on a “need-to-know” basis in order to carry out the purpose of this Agreement and, which are bound by confidentiality obligations not less rigorous than those contained herein. Confidential Information shall not include information which the receiving party can show : (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement, or (iii) that the receiving party had in its possession prior to the date of this Agreement; or (iv) that is independently developed by the receiving party without use of, or reference to, the Confidential Information of the disclosing party; (v) is required or compelled by law to be disclosed, provided that the receiving party gives reasonable prior written notice to the disclosing party to allow it to seek protective or other court order. Upon termination of this Agreement, or upon written request by Display.io, Publisher must destroy or return to Diaplsy.io any Confidential Information provided by Display.io under this Agreement. This section shall survive termination of this agreement for any reason.

Miscellaneous
Publisher must comply with the respective application store: Google Play Business and Program Policies and Google ad policy: https://developer.android.com/distribute/googleplay/policies/ads.html

Display.io may assign this Agreement without your consent. You may assign this Agreement subject to Display.io’s prior written consent only.

All notices to Display.io shall be sent to contact@display.io, and all notices to you shall be sent to the email address supplier by you at registration, or to such other address as either party may, from time to time, designate by written notice to the other party.
Amendment: Display.io may amend this Agreement at any time. In a case where a change to this agreement is made, Display.io will post a notice on its Site.

This Agreement shall be governed in all respects by the laws of Israel. Any action to be brought in connection with this Agreement or the Site or Services shall be brought exclusively in the courts in Tel Aviv and you irrevocably consent to their jurisdiction. Any cause of action against Display.io must be brought within one (1) year of the date such cause of action arose. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this Agreement shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Display.io or authorizes you to act on behalf of Display.io.

This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

Last Update April 2017