Standard Terms of Service for Prodatafeed, LLC- DBA ProData Media-Last updated 1/1/2017

The following User Agreement (the “User Agreement”) for ProDataFeed LLC., its subsidiaries and affiliates, (collectively “Prodatafeed”), describes the terms on which you may access and use our services. In order to become an Prodatafeed user, you must read and accept all of the terms and conditions of this User Agreement and the Privacy Policy. In the event of any inconsistency between the Prodatafeed Privacy Policy and this User Agreement, the User Agreement shall control. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you may not use nor access our services. We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the Prodatafeed Service indicates your acceptance of the amended User Agreement.

Definitions and Interpretation

• Client – Means a user that signs up for an Advertiser Profile, an “Client”
• Online Advertisement – Means any ad promoting the products and/or services of the Client. May be in several forms including, but not limited to: banner ads, text ads, pre-roll video ads, contextual ads, email, lead generation pages or social media.
• Prodatafeed Account – means the creation of one or more user accounts on the Prodatafeed platform.
• Prodatafeed Network – means a network of publishers, ad networks, ad exchanges and any combination thereof which Prodatafeed uses for the display of online advertisements.
• Prodatafeed Technology – Means technology that allows Prodatafeed to execute the desired actions relating to the fulfilment of the Client provided Online Advertisements.
• Impressions – A view on the Prodatafeed Technology including but not limited to: view of a display ad, native ad, video or audio advertisement.
• User Interactions / Opens – These synonymous terms are used to define intermediary actions that occur after an Impression but before a Click, such as: mouse over action, device taps, rich media interactions and/or in-page media auto-play.
• Clicks / Clicker – A visitor that clicks on any of our Online Advertisements.
• Click Thru Ratio (CTR) – A percentage of clicks divided by overall impressions.
• Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to Prodatafeed for inclusion in the Online Advertisments.
• Prodatafeed Platform – Means the Prodatafeed website and all the tools and capabilities the Client has access to including: creating, launching, monitoring, pausing, stopping, targeting and reporting a campaign.
• Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the Prodatafeed Platform) indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition.

Setting up the Service

The Client acknowledges and accepts the technical requirements and he specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the Prodatafeed Technology. In case of delay in these operations due to the Client, Prodatafeed does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the Prodatafeed Technology.

Display of the Online Advertisements

The Client acknowledges and accepts that the Online Advertisements are displayed on websites (accessialbe on any supported web browser) in accordance with the results of the Prodatafeed Technology and that Prodatafeed has an absolute discretion as to where, and frequency the Online Advertisements will be displayed within the Prodatafeed Network. Prodatafed reserves the right to make changes to the Prodatafeed Technology without notice or compensation to the Client and for any reason to cease the display of Online Advertisements. Any campaigns that include “enhanced products” and/or “e-Blast” products (i.e. E-Blast, Enhanced PPC, Enhanced Display Ads, Enhanced Native Ads) may include up to 100% PPC. Prodatafeed uses best efforts not to display Online Advertisements on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies Prodatafeed in writing that the Online Advertisements are being displayed on such website, Prodatafeed will promptly remove the Online Advertisements.

Client Adjustments, Measurements and Performance

Prodatafeed measures, through its servers, the number of impressions and/or clicks and/or user interactions and/or other indicators necessary for calculating the charges under this Agreement.  All campaigns that have a contracted “click through ratio guarantee” will be measured solely upon Prodatafeed’s internal measurements, which is backed by reporting provided to Client, calculated based upon reports provided to Client. The Prodatafeed Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from Prodatafeed. Client assumes any and all liability relating to the setup, management, and activity of any campaigns within the Prodatafeed Platform, whether intentional or unintentional, and holds Prodatafeed and its affiliates harmless.

Invoicing and Payment

Setting up an Account with Prodatafeed is free of charge. Prodatafeed has no required minimum spend for the use of the Prodatafeed Technology, though more advanced products may come with additional costs and minimums as set forth within the Prodatafeed Pricing page. All campaigns that require pre-payment as set forth in an executed insertion order must be paid in-full prior to campaign launch, furthermore all pre-paid campaigns are non-refundable. All charges and invoices will be based on Prodatafeed’s measurements and tracking and not based upon those of Client or any other party. For accounts that have been setup using a credit card, Prodatafeed pre-charges the Client on a monthly basis for the monthly budget costs (determined or set by the executed insertion order). Prior to the start of a new month, Prodatafeed will charge the Clients credit card for the amount necessary in order to begin the month with a balance equal to the desired monthly campaign spend. Pre-paid monthly campaigns setup on a recurring payment schedule must be cancelled within 3 business days of scheduled renewal of automated draft. All multi-month, pre-paid campaigns that are setup on a monthly automated payment schedule will automatically renew for the same term length of original insertion order if not cancelled within 3 business days of scheduled completion of original multi-month campaign. Any claim on the invoice can only be raised within one month of receipt.

Intellectual Property

Neither Party shall acquire any intellectual property right as a result of the Online Advertisements and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. Prodatafeed is sole owner of the data collected from the Online Advertisementsas a result of its Technology. The Client acknowledges that Prodatafeed has the right to use and disclose data derived from Client’s use of the Prodatafeed Service

• (i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users,
• (ii) to operate, manage, test, maintain and enhance the Prodatafeed Service, Prodatafeed Technology and other Prodatafeed products, programs and/or services, and
• (iii) if required by court order or law.

For the whole duration of the Agreement, the Client grants Prodatafeed a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Online Advertisement

• (i) on all supports of the Prodatafeed Network
• (ii) on all documentation promoting the Prodatafeed service. Prodatafeed shall seek prior authorization from the Client for any press release.

Warranties

Prodatafeed gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Prodatafeed Technology, the Prodatafeed Network or any service provided under this Agreement. The Client warrants and represents to Prodatafeed that:

• (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein;
• (ii) it has the right to provide the Client Content of the Online Advertisement to Prodatafeed for publication, without infringing any rights of any third party including, without limitation, intellectual property rights;
• (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply;
• (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed;
• (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold Prodatafeed harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.

Liability

Prodatafeed shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. Prodatafeed shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of Prodatafeed including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, Prodatafeed’s liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.

Personal Data

The Client acknowledges and accepts to insert the Prodatafeed code and tags on its webpages. Any data received by Prodatafeed via the tags inserted on Client webpages will be used for performing the service and for no other purpose. Prodatafeed will collect and use these data in accordance with all applicable laws and regulations, including but not limited to laws governing privacy and data protection. The Client shall undertake to include on its website(s), a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file. These cookies will allow the Prodatafeed Technology to serve Online Advertisements. Each Online Advertisement will include a link that will include information for users on how to opt-out of being cookie retargeted.

Term and Termination

This Agreement shall apply as from the date of the creation of an Prodatafeed Account and shall expire

• i) upon the cancellation of the Clients Prodatafeed account either at the clients request or by Prodatafeed
• on the date on which the total amount which the Client will pay to Prodatafeed for the Prodatafeed Technology as stated in an Insertion Order is exhausted.

The Client may terminate the agreement with immediate effect by written notice to Prodatafeed:

• (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied;

or

• (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. Prodatafeed reserves the right to terminate the agreement with immediate effect at any time and for any reason.

Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.

Confidentiality

Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.

No Assignment

The Client shall not without Prodatafeed’s prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.

Governing Law

This User Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles.

Miscellaneous

– This Agreement may be amended only by a written agreement executed by an authorized representative of each party. – This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties. – If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of this agreement which shall remain in full force an effect. – In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.

General Information

Prodatafeed, Prodatafeed.com, the Prodatafeed logo, and other Prodatafeed logos and names are trademarks of ProDataFeed LLC. You agree not to display or use these trademarks in any manner without Prodatafeed’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:

• ProData Media Group
• 1080 E. Indiantown Rd. Suite 200
• Jupiter, FL 33477

Entire Agreement

This User Agreement constitutes the entire agreement between you and Prodatafeed and governs your use of the Prodatafeed Service, superseding any prior agreements between you and Prodatafeed.