Terms of use

INTRODUCTION

The following Terms of Use (these “Terms”) govern your (hereafter you, your) use of the products and services available at the website located at the URL www.nativly.com (the “Site“), which was created, and is controlled and operated by Nativly Group Ltd, 1906 El Camino Real Menlo Park, CA 94027* (“Nativly, we, us, our“).

The Insertion Order signed from time to time by Nativly and Advertiser (the “Insertion Order” or “IO”), together with these terms and conditions (collectively, “Agreement”) sets forth the terms and conditions under which: (a) Nativly shall include Advertiser’s content (“Advertiser Content”) among the content that Nativly recommends (“Recommendations”) via Nativly’s content recommendation distribution software or code (the “Widget”) to visitors to websites operated by third parties with which Nativly or its affiliates has a contractual relationship (“Nativly Publisher Websites”); and (b) Advertiser shall compensate Nativly for each Click (as defined below) on Recommendations in order to view the Advertiser Content. Nativly’s distribution of the Advertiser Content shall be referred to herein as the “Service.”

A. CUSTOMERS AND PARTNERS

These Terms apply to you as a Customer or Partner (together a “User”).
“Customer” means the person or entity accessing or using the Customer Service (defined below). “Partner” means the person or entity who uses the Partner Service (defined below)

On our Site you have the option to create one account and be either, or both, Customer and Partner, therefore you should carefully read all of these Terms as they may apply to you acting in capacity as Customer and/or Partner.

B. IMPORTANCE OF TERMS

By accessing this Site or using any part of the Service, you agree to be bound by these Terms. If you do not agree to all of these Terms, then you may not access the Site. Your right to use the Site is expressly conditioned upon your assent to all of these Terms, to the exclusion of all other terms. The Customer Service and Partner Service (together the “Services”) is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

C. AMENDMENTS TO TERMS

Nativly reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. You should come back and review these Terms of Use from time to time, as you are solely responsible for reviewing and becoming familiar with any such modifications. Use of the Service by you, even if you have previously registered to use the Service on your website, and do not return to the Site on an ongoing basis, following this notification, constitutes your acceptance of the Terms of Use as modified.

REGISTRATION

If you view access or otherwise use the Services without registration, you are still governed by these Terms. If you register on the Site, you will have access to online reports and the Nativly Dashboard, which allows you to control certain settings for the Service. To register, you must provide certain information including, without limitation, your name, address, and valid email address and other contact information. Before you complete your registration, you will be sent a link to your email address, which you must click to validate your account.

3. TERMS SPECIFIC TO PARTNERS

3A. PARTNER SERVICE

The Site features Nativly’s proprietary recommendation technology in its various forms (collectively, the “Partner Service“) which may be used on the Site, or on your website or your affiliated websites via any software code that we may make available to you from time to time used in accordance with these Terms.

3B. LICENSE OF NATIVLY SERVICE

3B/1. GRANT OF LICENSE

Subject to your full compliance with all of the terms and conditions of these Terms Nativly grants you a limited non-exclusive, revocable, non-sublicensable, nontransferable license to use (i) the Partner Service; (ii) any application program interface or any other software code that we may make available to you from time to time provided by Nativly(collectively, the “Code”); (iii) any Nativly end-user documentation, solely when bundled with Service; and (iv) any upgrades, updates and new versions of the Service, as further described below. Such license shall include the right to use any Nativly intellectual property rights associated with or related to use of the Code, other matters related to the Service, and the Nativly end user documentation, solely in connection with the use of the Service.

Customer able to use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in gambling solely in case if entitled employee gave to you permission on behalf of Nativly to do so.

3B/2. LICENSE RESTRICTIONS

You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“Spam“), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories and any other restricted materials. You shall implement the Services in a timely manner in accordance with all reasonable instructions provided to you by Nativly from time to time.

3C. PLACEMENT AND LOOK AND FEEL OF THE SERVICE

You shall place the Service directly below the main Content on each page of your website on which the Service is installed. No other third party content recommendation service shall appear parallel with or above the Service on any page of your website on which the Service is installed. Further, you shall implement the Service in such a way that the look and feel of the Service shall not be confusingly similar with any other third party content recommendation service on your website.

3D. OTHER RESTRICTIONS

Except as expressly and unambiguously authorized under these Terms, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the (a) collaborative filtering data and related reports (collectively, “Data“) to which Nativly may provide you to access in a variety of formats, or (b) Code, or (ii) otherwise use the Code or the Service on behalf of any third party. Except as described below, these Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of Nativly or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Nativly shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Service or the Code. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.

3E. NEW VERSIONS AND UPGRADES

Nativly may release updates, upgrades or new versions of the Service or the Code, or other software related to the Service, to be incorporated as instructed. You agree that any access to any Nativly software granted pursuant to these Terms will not limit or restrict Nativly’s right to modify or replace such software in future versions of the Service. The licenses granted to you herein shall be deemed to include such items.

3F. LIMITED TRADEMARK LICENSE

Nativly hereby grants to you a personal, limited, non-exclusive, non-transferable, fully-paid license to use the Nativly Marks (being any and all registered or unregistered trading names, domain names, business names, logos and typefaces owned or licensed exclusively to us) You may use the Nativly Marks in conjunction with your use of the Code, the Data or the Service on any pages of your websites or affiliate websites that feature any aspect of the Service. You may publish blog posts on your blog or affiliate blogs that include the use of Nativly Marks at any time without additional authorization by Nativly, provided that you make reasonable efforts to send the blog post to Nativly prior to or concurrent with publishing thereof. Nothing in this Agreement grants you ownership or any rights in or to use the Nativly Marks, except in accordance with this license. Under no circumstances may you disparage or otherwise abuse the Nativly Marks, nor violate any terms of the User Conduct rules set forth below. The rights granted to you in this license will terminate upon any termination or expiration of these Terms and you will no longer make any use of any Nativly Marks. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Nativly to you by implication or estoppel.

3G. END-USER LICENSING

You agree that for each of your websites and/or software product(s) that use the rights granted herein, such website’s terms and conditions will include terms to ensure that: (i) the Service, Data and the Code shall be at least as protected as your own proprietary software applications, and (ii) such proprietary software applications are protected by the terms of use on such website. Additionally, the privacy policy of the applicable website and/or software product(s) should explain that the Data is routed to a third party that owns such data, but such routing does not include any personally identifiable information. You agree to include in such terms and conditions for use outside of the United States any country-specific provisions needed to comply with the foregoing, and agree to enforce the terms and conditions applicable to the Service, Data and the Code contained in such license.

3H. PROMOTED CONTENT

Our Services provides Content (news articles, graphics, photographs, images, illustrations, software, audio clips and video clips) that we may recommend to you “Recommendations” and some of this Content may include Promoted Content, which is Content that customers have paid us to promote. The revenue generated from Promoted Content (“Promotional Revenue“) for the Site from customers selected by Nativly in its sole discretion belongs to us subject to exceptions by agreement detailed further below. If you register on the Site, you may control the settings for the Recommendation functionality, as described on the Nativly Dashboard.

By registering on the Site, you will have the opportunity to use the Nativly Dashboard to control the settings for the Recommendation functionality, as well as other settings. If you choose to permit Promoted Content, no portion of the Promotional Revenue shall be payable to Partners without the written consent of Nativly through a separate agreement from these Terms of Use.

3I. MISCELLANEOUS PARTNER TERMS

These Terms of Use constitute the entire agreement between you and Nativly pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Nativly in any respect whatsoever. These Terms of Use, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the law of BVI. These Terms of Use may be amended only by a writing executed by Nativly. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Nativly to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and shall not limit Nativly’s rights with respect to such breach or any subsequent breaches. These Terms of Use are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Nativly’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Nativly expressly reserves the right to assign these Terms of Use and to delegate any of its obligations hereunder.

4. TERMS SPECIFIC TO CUSTOMERS

If there is any conflict between the terms of any Insertion Order and these Terms, these Terms shall prevail.

4A. CUSTOMER SERVICES

Nativly partners with a network of online properties (the “Network”) and displays a user interface containing links to content that navigate to the websites where such content is maintained (the “Customer Service”). We determine what links to Content appear within the Service on the Network.

4B. CPC

Nativly shall display links to graphical, textual and/or auditory content selected by Customer (the links and the content accessed from the link together are the “Content”) on the Network through the Service. Customer will only be charged for the number of clicks on Content. Fees will be based on the number of clicks received multiplied by the cost-per-click determined by Customer in the Campaign Details (“CPC”), provided that the CPC may not be less than Nativly’s then-in-effect minimum CPC (which may vary by market). Nativly shall continue to distribute the Content on the Network until the earlier of: (i) the end date, (ii) reaching Customer’s budget, or (iii) Customer disabling a campaign through the Dashboard, each of (i), (ii) and (iii) as specified by Customer in the Campaign Details (provided that Nativly reserves the right to charge for additional clicks as Content is removed from circulation.

4C. REPORTS

Nativly will make reports available to the Customer, which provide information about the number of clicks received during the campaign. The final monthly reports may differ from the daily reports. The final monthly reports will provide the conclusive basis for Nativly's calculation of the fees owed by Customer. Customer may submit its own Nativly-compatible click tracker. If there is a 10% discrepancy or more between Customer's numbers (based on the Nativly-compatible click tracker) and Nativly's numbers then the parties agree to work in good faith to identify the correct amount to be paid to Nativly. If the discrepancy is less than 10%, Nativly's numbers shall be conclusive.

4D. NO GUARANTEE

Nativly does not guarantee: (i) the placement, positioning or the timing of delivery of any Content, (ii) clicks on any Content, or (iii) conversions. If the Content does not receive clicks amounting to the budget, Customer's sole remedies shall be to: (i) extend the end date of the applicable campaign, (ii) replace or add to the Content with other Content to complete the campaign; or (iii) to pay only for actual clicks on the Content. In no event shall Nativly be liable for failure to provide clicks.

4E. CONTENT RULES

Customer authorizes Nativly to place the Content on the Network and is solely responsible for determining the propriety and legality of the Content. In addition, Content selected by Customer must comply with any of our guidelines as may be updated from time to time by Nativly. Nativly may at any time for any reason or without such reject or remove Content. Customer acknowledges that Nativly is not responsible for the Content and that the Content may change during the course of a campaign due to revisions by the Content's author, comments from readers, or otherwise. Customer's recourse in the event of such change shall be to direct Nativly to remove such Content from its then-current campaign and/or select other Content. Customer further acknowledges that, if there is an objection from a Content author or publisher, Nativly shall cease including the Content in the Service.

Customer represents and warrants that if the Content was written by or under the direction of Customer or paid for by Customer, that fact shall be clearly disclosed on or near the Content.

Customer shall not, directly or indirectly, provide Content that: (i) is obscene, defamatory, libelous, slanderous, pornographic, violent, profane, indecent or unlawful; (ii) is factually inaccurate, misleading or deceptive; or (iii) facilitates or promotes any type of illegal activity, including without limitation pyramid schemes, gambling, the sale or use of illicit drugs, or discrimination or harassment of any individual or group.

Customer represents and warrants that it is authorized to use and/or has approved all words of the Content’s headline. Headlines must accurately reflect the tone and subject matter of the Content.

4F. TERM AND CANCELLATION

The Campaign Details will set forth the start and end date of a particular campaign. However, the Agreement, or an individual campaign may be suspended or terminated: (i) by Customer for any reason in any time in written notice to Nativly or within twelve (12) hours in update of Campaign details through the Nativly’s Dashboard, or (ii) by Nativly for any reason and time in written notice to Customer or through the Nativly’s Dashboard. During the notice period, all previously contracted campaigns shall continue to run pursuant to the Campaign Details and Customer shall be responsible for paying Nativly for all clicks received during such notice period or in case if the notice consists request to stop the Costumer shall not be liable to pay for Services and Nativly shall not to provide Costumer with such.

4G. CAMPAIGN DETAILS

Customer is solely responsible for all changes requested or approved (either directly or via Nativly's API), including those made through the Dashboard using its login. Customer is solely responsible for protecting its login and password to the Dashboard. Customer can manage campaigns using the Dashboard by modifying the Campaign Details, and/or Customer may have the option of working with a Nativly account manager, as determined by Nativly.

Nativly reserves the right to change its widgets without prejudice and/or notice to party any party of present agreement.

4H. FEES AND PAYMENT TERMS

Customer shall pay Nativly fees fixed in the Insertion Order (all fees calculated by Nativly based on the number of clicks on the Content, as measured by Nativly's tracking system, multiplied by the CPC) and any applicable taxes and/or any possible expenses that may be caused by collaboration under present agreement. Customer may increase the budget through the Dashboard or through an amendment to an Insertion Order.

If Customer has signed an Insertion Order, fees will generally be invoiced by Nativly to Customer within thirty (30) days of the end of each calendar month for clicks received during the previous month, unless otherwise set forth in an IO. Customer shall pay all invoices within thirty (30) days from receipt. If Customer has provided the Campaign Details through the Dashboard and has not signed an Insertion Order providing for invoicing, Nativly shall charge the Nativly fees to Customer’s credit card at such intervals as Nativly determines in its sole discretion. The decision as to whether to allow Customer to choose between invoice and credit card rests solely with Nativly. Nativly shall review all billing inquiries, including refund requests, on a case-by-case basis and reserves the right to approve or deny any request in its sole discretion.

If payment is not made when due, Nativly may charge interest at the rate of 8% per annum from the due date until the date of actual payment, whether before or after judgment. Nativly also reserves the right to suspend or terminate Customer's use of the Service until Customer has paid all amounts due and to charge Customer for all costs of collection, including collection agency and reasonable legal fees and court costs. Customer authorizes Nativly to investigate Customer's credit record. If applicable, Customer agrees to provide such further financial information and documentation as may be required from time to time by Nativly as a condition for the continued extension of credit. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Nativly may be shared by Nativly with companies who work on Nativly's behalf solely for the purpose of performing credit checks, effecting payment to Nativly, collecting debts owed to Nativly and/or servicing Customer's account.

Nativly reserve the right to reimburse expenses which arose in the process of processing of Costumer’s payment as result amount credited to the account of the Costumer may differ from the amount transferred to bank account of Nativly by such.

Also, Nativly might decline payment in favor of Costumer in case if any activity and/or absence of action of such and/or of any third party that may action on behalf of such is subject to regulation of clause “4I.QUALITY ASSURANCE AND FRAUD PREVENTION” of present agreement.

4I. QUALITY ASSURANCE AND FRAUD PREVENTION

QUALITY ASSURANCE. Traffic will be accepted and considered qualified and valid if it doesn’t arise from, without limitation:

  • automated and/or fraudulent clicks on any Advertising Materials;
  • incentivizing any person to, or engaging in any activity that is likely to inflate the number of clicks on any Advertising Materials;

using any practice of distribution that contains or considered as a virus, worm, malware, spyware, ransomware, crapware, trojan horse, or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.

All Traffic which doesn’t meet the aforementioned quality will be irretrievably forfeited without any reimbursement to the Publisher.

FRAUD PREVENTION. If Nativly determines, in its sole discretion, that the Costumer has engaged in any activity that Nativly considers to be fraudulent or which might bring the reputation or standing of Nativly into disrepute either with the general public or with the Costumer and/or potential Costumer of Nativly, or otherwise that the Costumer has engaged in activities which might be considered fraudulent, Nativly may but will not be obligated to (a) suspend or terminate the Costumer’s membership in the Program imidiately or as soon as Nativly deems necessary, without notice and (b) release to any third party, information relating to the identity and location of the Costumer if required to do so in order to enforce these terms and conditions.

For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:

  • activity by the Costumer or anyone for whom in law the Costumer is responsible which is directly or indirectly intended to inflate the Commissions payable to the Costumer;
  • the generation of leads other than by a mechanism approved by Nativly;
  • activity by the Costumer or anyone for whom in law the Costumer is responsible which is not in accordance with the Platform; and
  • activity which is determined by the Costumer, in its discretion, to be fraudulent.

Nativly may at any time audit Costumer for compliance purposes. Costumer agrees to provide Nativly with any reasonable information necessary to conduct an investigation into Costumer compliance with law and this Agreement.

4J. MISCELLANEOUS CUSTOMER TERMS

Neither Party may assign the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other; provided, however that either party may assign its rights or delegate its duties under the Agreement, in whole or in part, without the other's consent, in connection with a merger, reorganization or sale of all, or substantially all, of the assignor's assets, provided that the successor entity shall have sufficient resources to fully perform the Agreement and shall assume the obligation to fully perform the Agreement.

The Agreement shall be governed by and construed in accordance with the laws of British Virgin Islands.

No press releases or general public announcements shall be made without the mutual consent of Customer and Nativly. Nativly shall have the right to include Customer’s name on Nativly’s client list and in other marketing materials.

All notices under the Agreement will be in writing and will be delivered by personal service, confirmed fax, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth on the IO, or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective on receipt.

No failure of either party to enforce any of its rights under the Agreement will act as a waiver of such rights. If one or more provisions of the Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from the Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.

Neither party shall be liable for any delay or failure to perform any of its obligations set forth in the Agreement due to causes beyond its reasonable control. Neither party shall be liable for any unavailability or inoperability of the Internet, technical malfunction, or computer error or corruption resulting in loss of data or other harm.

Customer and Nativly shall each act as independent contractors. Nothing in the Agreement shall be deemed or create or construed as creating a joint venture or partnership between the parties.

The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties. In no event shall any purchase order, insertion order, invoice or other document submitted by Customer concerning the subject matter hereof have any force or effect unless signed by Nativly.

5. GENERAL TERMS APPLICABLE TO ALL USERS

5A. USER CONDUCT

As a condition of use, you promise not to use the Service or the Data for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Nativly. By way of example, and not as a limitation, you agree not to use the Services:

  • to abuse, harass, threaten, impersonate or intimidate other Nativly users or Content providers;
  • in any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
  • for any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
  • to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Nativly user;
  • to create or submit Spam to any other Nativly users or any URL;
  • to violate any laws in your jurisdiction (including but not limited to copyright laws);
  • to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
  • via use of any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
  • to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Service infrastructure;
  • to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
  • to bypass any measures we may use to prevent or restrict access to the Site;
  • with the intention of artificially altering the Recommendations, or any other Nativly service, including by way of creating separate user accounts for the purpose of artificially altering Nativly’s services; artificially inflating clicks on Recommendations or Promoted Content, or participating in any other organized effort that in any way artificially alters the results of the Service.

The following sites are strictly prohibited from using the Service and Nativly will actively terminate the Service from sites it finds to be in violation of these prohibitions: sites displaying adult, obscene, pornographic, libelous, infringing abusive or defamatory content, sites participating in, or encouraging participation in, illegal activities, sites that promote hate and discrimination, sites that facilitate the sale of firearms or illegal drugs. In addition, Nativly reserves the right in its sole editorial discretion to disable its Service on any site. Nativly, in its sole discretion, may remove any Content from the Site for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time.

5B. Confidentiality

Each party agrees that with respect to any Confidential Information (as defined below) that is disclosed by one party to the other in connection with the Agreement, the party receiving such Confidential Information shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection its rights and obligations under the Agreement. "Confidential Information" means all information concerning a party or any of its subsidiaries or affiliates that is not generally known to the public, which information is marked confidential or proprietary, or which under the circumstances ought reasonably to be treated as confidential or proprietary, and includes, without limitation, the terms of the Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is, as of the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (ii) was lawfully in the possession of the receiving party as of the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is subsequently obtained from a third party not subject to an obligation of confidentiality with respect to the information disclosed.

Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee or agent, who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as these contained herein. Neither party will use any portion of Confidential Information provided by the other party pursuant to the Agreement for any purpose other than as expressly set forth under the Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information strictly necessary to comply with the demands of any court order; law or governmental agency and Nativly may share Confidential Information of Customer with any holding company of Customer or with any subsidiary company of Customer’s holding company.

If Customer is acting on behalf of a Content provider, Customer authorizes Nativly to grant such Content provider (or any subsequent third party appointed by the Content provider) access to and a right to use the Campaign Details.

5C. PROPRIETARY RIGHTS

All right, title and interest in and to the Site, the Service, compilations, magnetic translations, digital conversions, software and other materials related to the Service are and shall at all times remain the sole and exclusive property of Nativly and are protected by applicable intellectual property laws and treaties. All Data related to the Site or collected by way of the Service on any website shall be the sole property of Nativly. You acknowledge that you do not acquire any ownership rights in or to the Service or the Data. All rights not expressly granted to you in these Terms of Use are reserved by Nativly.

5D. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

If you are a Partner, by submitting any Content, you hereby grant Nativly a Group Ltd., non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos (“Partner Marks“) in any of the following: (i) on the Site, any Nativly blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that a Partner might expect Nativly to use its Partner Marks.

5E. WARRANTY DISCLAIMER

You acknowledge that Nativly has no control over, and no duty to take any action regarding: which users gain access to the Service; what effects the Service may have on you, your website or equipment; the accuracy or how you may interpret, rely on, or use the Service or the Data, including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to the Service. You further acknowledge and agree that Nativly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through any third party website linked or referred to by any portion of the Service or Data. You release Nativly from all liability with respect to the Service, and any Content or Data provided or accessed via the Service or through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Nativly makes no representations concerning the Data or any Content contained in or accessed via the Service or the Site, including without limitation Promoted Content and Nativly will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Service or the Site or for your reliance on any of the foregoing. THE SERVICE, THE CODE AND THE DATA ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, PROVIDED, HOWEVER, NATIVLY WARRANTS THAT IT HAS ALL THE NECESSARY RIGHTS, TITLES AND INTERESTS IN THE SERVICE AND THE CODE, TO GRANT YOU THE RIGHTS AND LICENSES CONTAINED IN THESE TERMS OF USE. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, NATIVLY AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE CODE AND THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NATIVLYDISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICE, THE CODE OR THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

5F. ADDITIONAL REPRESENTATIONS AND WARRANTIES/DISCLAIMERS FOR CUSTOMERS

Each party represents and warrants to the other party that: (i) it has all necessary rights and authority to enter into the Agreement and grant the rights and licenses under the Agreement; and (ii) the execution or acceptance of the Agreement (which includes the Campaign Details), and the performance of its respective obligations and duties pursuant to the Agreement, do not and will not violate any agreement to which such party is bound.

Customer further represents and warrants that: (i) the Content does not violate any applicable laws, rules and regulations and will not contain any material which may be harmful, abusive, obscene, threatening or defamatory; (ii) it has all necessary rights to permit and grants Nativly pursuant to the Agreement all such rights which are necessary for Nativly to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute the Content; and (iii) use of the Content in accordance with the Agreement will not infringe any intellectual property rights of any third party.

If Customer is an agency (or other third party acting on behalf of the provider of the Content), Customer represents and warrants that: (i) it is the authorized agent of the provider of the Content; (ii) it has the legal authority to enter into the Agreement and make all decisions and take all actions relating to the provider of the Content; (iii) it has entered into a written agreement granting the agent the authority to represent the provider of the Content in accordance with (i) and (ii) above (and shall submit such agreement to Nativly on demand). Customer further agrees that it is not acting on behalf of a French content provider exclusively through the Dashboard.

Any liability arising from the customer's non-compliance of any applicable rules of law implicated in the legal relations rests solely with the Costumer.

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE AGREEMENT, NATIVLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED -- INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE -- ABOUT ITS SERVICES AND THE PERFORMANCE OR SUCCESS OF ANY CAMPAIGNS MADE BY IT ON BEHALF OF CUSTOMER, OR THAT THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE.

5G. LIMITATION OF LIABILITY (APPLICABLE TO PARTNERS)

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL NATIVLYOR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, AND THE DATA, EVEN IF NATIVLYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1,000. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. NATIVLY DISCLAIMS ALL LIABILITY OF ANY KIND OF NATIVLY’S AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST NATIVLYIS TO DISCONTINUE USE OF THE SERVICE.

5H. INDEMNITY

You agree to indemnify, defend and hold harmless Nativly, its parents, subsidiaries, affiliates, customers and vendors, and their respective officers, directors and employees from any liability, damage, cost or fees (including reasonable attorneys’ fees) arising from: (i) any claim or demand made by any third party due to or arising out of your access to the Site; (ii) your use of the Service, the Code, the Data and violation of the Terms of Use by you; (iii) or the infringement by you, or any third party using your Nativly account, of any intellectual property or other right of any person or entity; provided, however, that you have not sought to remedy such infringement by using Nativly’s copyright policy (iv) any breach of these Terms by you.

5I. LIMITATION OF LIABILITY (APPLICABLE TO CUSTOMERS)

EXCEPT WITH RESPECT TO CLAIMS ARISING FROM A PARTY'S INDEMNITY OBLIGATIONS, WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY PROVISION IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, VENDORS OR AGENTS FOR ANY ACTION REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN TORT OR CONTRACT, ARISING UNDER OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT OF FEES PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM; AND (II) $50,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST REVENUES OR LOST PROFITS, ARISING OUT OF OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5J. FORCE MAJEURE

Nativly will not be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour disputes.

5K. TERM AND TERMINATION

These Terms shall continue until terminated as set forth in this Section. Nativly, in its sole discretion, may terminate or suspend user accounts at any time for any reason or for no reason at all, without prior notice or liability to you. Upon termination of your account, your right to use the Services will immediately cease. Upon termination of these Terms of Use for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Service, the Code and any the Data, and shall so certify, if requested, to Nativly that such actions have occurred. If you wish to terminate your Nativly account, you may simply discontinue using the Service. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For Customers, any termination provisions of an Insertion Order shall take precedence.

5M. CHOICE OF LAW AND JURISDICTION

The Agreement (and all non-contractual relationship arising out of or related to it) shall be governed by and construed in accordance with the laws of England. The parties hereby submit to the exclusive jurisdiction of the English courts.

5N. COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others and require that those who use the Service do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please review our Notice for DMCA purposes.

5O. QUESTIONS OR COMMENTS

Any questions or comments regarding, or problems with, the Service should be sent to info@nativly.com

*Address mentioned here above is only operational and not legal/registered of the company. Such information is confidential and contains only in Insertion Order.