Terms of Service
These Terms of Service (“Terms”) are entered into between Are You A Human Inc. (“AYAH”) and the party (“Publisher”), collectively, the “Parties,” governing Publisher’s use of AYAH’s traffic measurement and insight services (the “Service”).
1. Acceptance of Terms
By clicking on the “Sign Up” button provided, or by using the Service in any way Publisher accepts and agrees to comply with these Terms. In addition, when using our Service, Publisher agrees to abide by any applicable posted guidelines for all AYAH services, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with AYAH in any way, your only recourse is to immediately discontinue use of the Service.
2. Modifications to this Agreement
AYAH reserves the right, at its sole discretion, to change, modify or otherwise alter these Terms of Service at any time. Such modifications shall become effective immediately upon the posting thereof, or as otherwise indicated. You should review this Agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of these Terms here. AYAH may, alternatively (in its discretion) provide a means for acceptance of any such modification to the Terms, in which case any valid legal of method of acceptance shall be permissible to effectuate Publisher’s agreement, including a “click-through” acceptance.
3. The Service
Under these terms, AYAH will provide Publisher with data and analyses of user behavior related to Publisher traffic (the “Service”). AYAH may use various statistical sampling techniques to derive and report data and perform analysis. Company shall have the right to use the reporting data from the Service to analyze and measure consumer interaction with ads on Company's site and report such data to their advertisers, as further set forth in the “License Grant” below.
4. License Grant
Subject to the “Ownership” provisions set forth in Section 5, Publisher grants to AYAH a worldwide, non-exclusive, royalty-free license to copy and use any webpage content to the extent necessary for AYAH to provide the Services to Company during the Term.
Publisher will not (a) use the Service collect personally identifiable information of users; (b) associate any data obtained from the Service with any personally identifiable information from any source; (c) copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works from the Service; (d) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure implemented through the Service; (e) modify any Tags (any programming code or HTML that requests AYAH to receive or send data), or set, alter, delete or link to any AYAH cookie on or through an AYAH domain; (f) set any cookie or store by any technical means data derived from the Service, including behavioral and contextual data, without written approval from AYAH.
6. No Resale
Publisher will not resell, sublicense, lease or otherwise share the Service with any other party, whether for compensation or not. Publisher may only use the Service on websites that it owns or operates.
a. As between Publisher and AYAH, Publisher owns all right, title and interest in its trademarks, service marks and other brand features, and any content residing on or posted to the Publisher Sites.
b. As between Publisher and AYAH, AYAH owns all right, title and interest in (a) everything related to the Services, including but not limited to all software, technology and processes and all derivatives works and improvements thereto and (b) all data derived or collected from the Service, which it may use without restriction, including provide, enhance, optimize, and improve its services and data sets.
8. Use of Trademarks and Logos
During the Term, Company grants to AYAH the worldwide royalty free right to include Company’s name and logo in AYAH’s marketing, promotional materials and customer lists.
9. Privacy and Coppa Compliance
Publisher shall not deploy any code provided by AYAH, or otherwise use the Services on any Publisher Site, or portion of a Publisher Site, that is targeted to children under thirteen (13) years of age, except upon express written permission from AYAH that it may do so, and except upon having notified AYAH in writing of the child-directed nature of such Publisher Site.
10. Testing and Deployment Code
Prior to fully deploying the Service on Publisher’s production environment, Publisher (and not AYAH) is responsible for testing the code provided by AYAH in a manner sufficient to ensure that the code will not interfere with the proper functioning of Publisher’s web pages, including proper ad and page loading.
The Parties may enter into Statements of Work, Insertion Orders or Work Orders (“Orders”), setting forth specific compensation for upgrades to or enhancements of the Service. Any such Orders shall be governed by these Terms, unless they expressly supersede or amend them.
12. Term and Termination of Service
The “Term” of this Agreement begins from the date on which these Terms are accepted or the date on which Publisher begins to use the Service (whichever is earlier) and lasts for 12 months. The Agreement shall automatically renew for successive terms of 12 months. Either party shall have the right to terminate this Agreement (for any reason or for no reason), at any time upon providing thirty (30) (30) days written notice to the other party.
Notwithstanding the above, Publisher agrees that AYAH, in its sole discretion, has the right (but not the obligation) to delete or deactivate Publisher’s account, end Service to any Publisher Site, or otherwise terminate Publisher’s access to or use of the Service (or any part thereof), immediately and without notice, which shall include removal of the AYAH Scripts. If AYAH requests that Publisher remove the AYAH Scripts from the Publisher Site(s), Publisher shall promptly comply with such request. Publisher agrees that AYAH shall not be liable to Publisher or any third-party for any termination of Publisher’s access to the Service, nor for any damages or compensation related to Publisher’s failure to remove the AYAH Scripts as set forth herein. Further, Publisher agrees not to attempt to, nor will Publisher be permitted to, use the Service after said deletion, deactivation, or access termination.
13. Password and Security
Access to certain the Service will require Publisher to choose a user name and password. Publisher (and not AYAH) is solely responsible for maintaining the confidentiality of that password and account and for logging out of your account at the end of each session. Publisher (and not AYAH) is likewise fully responsible for all activities that occur under Publisher’s password or account. Publisher agrees to notify AYAH immediately of any unauthorized use of your password or account or any other breach of security.
Publisher will indemnify, defend, and hold harmless AYAH, its officers, directors, shareholders, agents, employees and representatives against all liability, costs, and damages arising from any allegation or claim that Publisher’s use of the Service violates any law or any third party rights (a “Claim”), except for claims that technology provided by AYAH infringes any third party intellectual property rights In the event of a Claim, AYAH shall (1) give Publisher prompt written notice of any claim or action for which indemnity is sought; (2) give Publisher control of the defense and settlement thereof (except for non-monetary settlements, which AYAH must approve); and (3) cooperate with the Publisher in such defense.
15. Disclaimers and Limitation of Liability
AYAH, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS (the "AYAH PARTIES") MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. THE SERVICE IS PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTY AS TO CONTINUOUS SERVICE OR DELIVERY OF ANY PARTICULAR ANALYSIS, DATA OR TOOL SET. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE AND RELATED SYSTEMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS OWED FOR PAYMENT OF SERVICES OR INDEMNIFICATION, THE TOTAL LIABILITY OF EACH PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES OWED BY COMPANY FOR THE NINETY DAYS PRECEEDING THE DATE THE CAUSE OF LIABILITY AROSE.
16. Miscellaneous Terms
a. Notices: In addition to all methods permitted at law, notices may be given via email to either party’s primary contact and shall be effective immediately upon sending provided that the sender is able to confirm that the message was successfully delivered via its email provider’s standard processes.
b. Entire Agreement: This, along with any clickthrough terms or policies (including any governing site or data usage, or anti-fraud mechanisms) is the entire agreement of the parties and it cannot be amended except as set forth herein.
c. Assignment: Neither party can assign this Agreement without the written consent of the other, except that either party may assign this Agreement upon ten (10) days written notice to the acquirer or purchaser of all or substantially all assets of such party, provided that all licenses, terms and restrictions herein shall be fully imposed on and applicable to such successor in interest. If any provision of this Agreement is unenforceable, the validity of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by the waiving party. Sections 5 to 7 and 14 to 16 will survive expiration or termination of this Agreement.