The Managed Advertising Terms apply to all Ads listed on an IO.
“Advertiser Data” is any Personal Data provided by you or your agents to Medidas Digital Inc. (hereafter “MDI”) in connection with an Ad.
“Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, or any other intellectual property or other content provided or approved by you or on your behalf.
“Pyn” means any product listed on an IO that consists of an Advertiser-sponsored location being identified on the Pyn Map within the platform.
“Challenge”or “Reward”means any product listed on an IO that consists of an Advertiser-sponsored in-app activity not related to a Geofence-triggered activation.
“Geofence” means (i) the geographical area within which Users are able to access a given Pyn, subject to any restrictions over designated locations within the Geofence as determined by MDI, or (ii) the audience of Users to whom the Pyn is targeted, as stated on the applicable IO. Geofences for sponsored public location products are groupings of similar locations as determined by MDI in its sole discretion.
“Promotion” means any sweepstakes, contest, offer, or other promotion offered by you.
“MDI Data” means any data that is collected, received, or derived from an Ad or is otherwise provided in connection with an Ad, but not Advertiser Data.
“Targeted Notification” means a one-way communication from the TrypScore platform to designated Users by way of the TrypScore Inbox.
“TrypScore Business”means the browser-based platform made available to Advertisers to view information related to combined data gathered by the TrypScore app with regards to activity within Advertiser sponsored Geofences.
“Users” means users of the Platform.
You will provide Ads to MDI in accordance with these Managed Advertising Program Terms.
You grant to MDI and its affiliates a non-exclusive, non-transferable (except as provided herein), sublicensable, irrevocable, worldwide, royalty-free, license to use, archive, copy, cache, encode, record, store, reproduce, distribute, transmit, broadcast, adapt, modify, publish, promote, exhibit, synchronize, communicate to the public, make available, publicly display, and publicly perform the Advertising Materials as set forth in this Agreement.
To the extent permitted by Applicable Law, MDI does not guarantee the performance of Ads or the Platform, or that Ads will reach the audience targeted. MDI runs systems that attempt to detect fraudulent activity, but MDI is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of the Ads. MDI does not guarantee perfect delivery.
MDI may use Ads for advertising, marketing, and promotional purposes once the Ads have run.
MDI makes no commitments regarding editorial or content adjacency, or competitive separation, for Ads.
You acknowledge that Users may use the Advertising Materials for purposes or in ways other than you anticipated. You agree that such uses constitute user-generated content for which neither MDI nor its affiliates bear any responsibility. You agree that neither MDI nor its affiliates are liable for any claims or losses based on or arising from any user-generated content, including user-generated content that makes use of the Advertising Materials, whether on the Platform or beyond.
To the extent permissible under Applicable Law, you irrevocably waive any moral rights or equivalent rights you may have in the Advertising Materials throughout the world. To the extent a waiver is not permitted, you agree not to assert any such rights against MDI.
MDI may run multiple Ads over any one location. MDI reserves the right in its discretion to block certain areas without notice.
You acknowledge and agree that Users may be able to save, share, and view MDIs incorporating Ads during and beyond the Ad’s run time.
MDI may provide you the option to age-target an Ad.. If a Targeted Notification requires age-targeting by Applicable Law or industry standards in the region where the Ad will run, you are responsible for informing MDI of such targeting requirements, and MDI will not be liable if you fail to do so.
MDI may in its sole discretion apply a label or disclosure to notify Users that the Ad is a purchased product. MDI may in its sole discretion include in that label or disclosure your name as you have provided it to MDI. You, not MDI, are responsible for including any legally required advertising disclosure in the Ad.
MDI may provide you the option to make an Ad accessible to Users within a geographical area specified by Advertiser. Advertiser is solely responsible for ensuring the accuracy of any information it provides to MDI for this purpose.
Each IO will include the Ads, the amounts to be paid for the Ads, the geographic area(s) or types of locations where the Ads will run, the start dates and end dates of each Ad, and any other information reasonably requested by MDI. If you execute an IO which MDI has sent, MDI will deliver the Ads listed on that IO in accordance with that IO.
MDI will make commercially reasonable efforts to make reporting available for Ads.
Cancellation. Unless otherwise specified on an IO, you or MDI may cancel an entire IO, or a specific Ad placement listed on an IO, without penalty, as follows:
Pyn Placements. With 14 days’ prior written notice, for any Pyn placements. For clarification, if you cancel a Pyn placement (A) 14 or more days in advance of the start date, then the Pyn placement is cancelled in full; (B) within 14 days of the start date, then MDI will invoice you for the prorated portion of the Pyn placement through 14 days from the cancellation date; (C) after the start date, then MDI will keep the Pyn placement for 14 days from the cancellation date and terminate thereafter, invoicing for all delivered activations.
Flat Fee Pyn Placements. With 30 days’ prior written notice for any flat fee-based Pyn placements.
Sponsored Challenges. With 90 days’ written notice prior to the start date of any Sponsored Challenge. If the Sponsored Challenge is for a period less than 90 days, then notice must be provided prior to the earliest start date of the specific Sponsored Challenge, and all Sponsored Challenge dates occurring after the applicable start date will be cancelled.
Ad Packages. For any Ad sold as part of a MDI advertising package, the cancellation period for the Ad with the longest cancellation window will apply for all Ads in the package, irrespective of the type of Ad.
Custom Material. You will remain liable to MDI for all amounts due for any custom material provided to you or completed by MDI or its third-party vendor prior to the effective date of cancellation. For IOs that contemplate the provision or creation of custom material, MDI will specify the amounts due for such custom material as a separate line item. MDI owns all custom material, and custom material may only be displayed on TrypScore, unless MDI approves in writing.
Effect of IO Cancellation. Upon cancellation or expiration of an IO, the licenses granted in these Master Terms will expire immediately. But, you acknowledge and agree that some content on TrypScore may persist for a period of time (including Pyns and applicable accumulated rewards), and the licenses granted by you in this Agreement extend for those purposes and for the limited purposes of advertising, marketing, and promoting the Platforms and MDI’s advertising products and services.
You agree that if MDI cancels an IO or an Ad under this Agreement, the sole and exclusive remedy available to you is either (i) MDI will credit the payment method used for that IO an amount equal to the cancelled IO or Ad; or (ii) MDI will not bill you for the cancelled IO or Ad.
MDI reserves the right to modify or discontinue any advertising product offerings, including measurement solutions, in whole or in part at any time.
In addition to your representations and warranties under the Master Terms, you represent and warrant that (a) all Ads comply with the Policies; (b) you have all necessary licenses, rights, permissions, and clearances to use, and for MDI to use, the Advertising Materials in connection with each IO and in accordance with these Managed Advertising Program Terms (including in respect of any Data Subjects whose Personal Data will be included in the Advertiser Data); and (c) you have paid and will pay all amounts, if any, that have become or may become payable to any and all musicians, composers, publishers, public performance societies, and other rights-holders in connection with the use of any portion of the music, master recordings, compositions, or other audio or audio-visual materials in Advertising Materials.
Data Usage. Except as expressly permitted in writing by MDI, and subject to any restrictions set forth in this Agreement, the only manner in which you or your agents may use MDI Data is on an aggregated and anonymous basis for the purpose of (i) optimizing your advertising campaigns on the Platform; (ii) assessing the effectiveness and performance of your advertising campaigns on the Platform; and (iii) planning your advertising campaigns on the Platform.
Data Restrictions. Except as otherwise permitted in this Agreement, neither you nor your agents will, and none of you will allow any other party to (i) create compilations or combinations of MDI Data; (ii) co-mingle MDI Data with other data or across advertising campaigns on platforms other than the Platform; (iii) sell, rent, transfer, or provide access to MDI Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service; (iv) associate MDI Data with any identifiable person or User; (v) use MDI Data for retargeting a User or appending data to a non-public profile regarding a User; (vi) build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any User, device, or browser; or (vii) de-aggregate or de-anonymize, or attempt to de-aggregate or de-anonymize, MDI Data.
Pyn Advertisers will be provided, as available, access to the TrypScore Business platform.
Access will be provided at the sole discretion of MDI to the Advertiser and the types of data and content provided within the platform will be at the sole discretion of MDI. No personal User data of any kind will be released or provided, all data will be aggregated data on Pyn activations including time of activations, demographic information of Users activating the Pyns and times of day Pyns are activated.
TrypScore Ads. You must provide Advertising Materials to MDI at least 10 business days before the scheduled run date of the Ads. If you fail to do so, then you acknowledge that MDI may be unable to deliver the Ads on the planned run date and you will remain responsible for full payment for the Ad. You must provide all Advertising Materials in accordance with MDI’s Policies.
The final creative for all Ads must be agreed upon by you and MDI at least five business days before the Ad’s start date.
The Introduction and Sections 1, 2(b), 2(d), 2(f), 2(g), 2(h), 2(j), 2 (k), 2(l), and 4-8 of these Managed Advertising Program Terms will survive any termination or expiration of the Managed Advertising Program Terms.
The Payment Terms apply to all payments due by you for Managed Advertising Services. Additional terms specific to the country in which your principal place of business is located may apply, as set forth below.
All Ads that run via the Managed Advertising Services will be billed solely on MDI’s recorded usage unless stated otherwise.
If the Managed Advertising Services are subject to taxes, fees, or charges, MDI may bill you for those taxes, fees, and charges in addition to the cost of the Managed Advertising Services (collectively, “Fees”), and you agree to pay at the rates in effect when incurred. If your order is subject to taxes (including value-added or goods and services taxes) and you are required by Applicable Law to remit and report those taxes, you agree to remit and report such taxes to the appropriate taxing authority. If you are required to withhold or deduct any taxes, you will (a) pay to MDI any additional amount necessary so that MDI receives a net amount equal to the Fees set forth in the applicable invoice; and (b) send to MDI on a timely basis and as otherwise reasonably requested by MDI all official tax receipts or other documentation required by Applicable Law proving you complied with the requirement to withhold or deduct those taxes.
If MDI requests, you will provide a valid VAT ID or other tax identification number for you and for Advertiser (where required).
If your credit is or becomes impaired, MDI may require payment in advance of the start date of any IO and may terminate or suspend any current or future IOs.
Invoice. MDI will send an invoice for all Fees to the email address listed on the IO. You agree to pay all Fees within 30 days from the invoice date unless alternate payment terms have been otherwise agreed upon, in writing, by both parties. You must raise any dispute of an invoice within 30 days from the date you receive the invoice.
Sequential Liability. If an Agency enters into the IO as authorized legal agent on behalf of an Advertiser, then (i) Agency will be responsible for payment solely to the extent Agency has received payment from Advertiser; and (ii) if Advertiser has not paid the full amount due, MDI may immediately seek payment directly from Advertiser, and Agency will assist MDI in collecting the unpaid amounts, including by signing a declaration to confirm that the amounts due have not been paid. For the avoidance of doubt, if you are not acting as authorized agent on behalf of Advertiser, sequential liability will not apply even if otherwise authorized by MDI.
Upon request from MDI, Agency must immediately provide MDI written confirmation of the relationship between Agency and an Advertiser in a form agreed to by MDI. At a minimum, such confirmation must verify (i) whether Advertiser has paid Agency the amount of the Fees in question; and (ii) that Agency is Advertiser’s agent and is authorized to act on Advertiser’s behalf in connection with the Managed Services and the .
Credits. MDI may on occasion provide a credit, incentive, or other form of discount (“Discount”) in an amount and on terms and restrictions as provided by MDI. If you receive a Discount on an IO, and if required by Applicable Law, you will ensure the Discount is granted to Advertiser and will disclose the Discount to Advertiser.
Past Due Amounts. If your (i) payment method fails; or (ii) an invoice becomes past due, MDI may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Managed Services. You will pay all reasonable costs and expenses (including reasonable attorneys’ fees) MDI incurs in collecting any late payment of Fees. For any purchases where your principal place of business is located in France, in case of late payment, a penalty of three times the French legal interest rate will apply as from the date on which the payment is due; late payment will also give right to a fixed compensation for recovery fees of an amount of $100 in the currency of the country where Advertisers head office is located.
These Payment Program Terms survive cancellation of any IO or expiration of the Agreement.