Terms of Use

Thanks for using Moasis’ products and services (“Services”). These General Terms and Conditions of Use (“Ts & Cs”) contain the terms under which Moasis and its affiliates provide their Services to you and describe how the Services may be accessed and used. Depending on which Services you use, (including rules, guidelines, similarly-named documents and agreements specific to your status as an Advertiser or Publisher) presented with those Services may apply (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services.  We refer to the combination of the Ts & Cs and any applicable Additional Terms collectively as these “Terms”. You indicate your agreement to these Terms by clicking the “Accept” box, by executing a document that references them, or by using the Services. If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization. 1. Advertiser Fees; Payments; Revenue Sharing; and Credit Cards 1.1. Fees for Services. If you are an Advertiser, you agree to pay to Moasis any fees for each Service you purchase or use, in accordance with the pricing and payment terms in the Advertiser Agreement and any documents referenced therein.  Fees paid by you are non-refundable, except as provided in these Terms or when required by law. 1.2. Publisher Revenue Sharing. If you are a Publisher, you will receive a share of the revenue received by Moasis from Advertisers whose advertisements (“Ads”) you display in accordance with the terms of the Publisher Agreement and any documents referenced therein. 1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than Moasis’ income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Moasis for the Services without any reduction for Taxes. If Moasis is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Moasis with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are located in the European Union, Moasis will not charge you VAT if you provide us with a VAT number issued by a taxing authority in the European Union. If you are required by law to withhold any Taxes from your payments to Moasis, you must provide Moasis with an official tax receipt or other appropriate documentation to support such payments. 1.4. Price Changes.  Moasis may change, at any time, the fees charged Advertisers for the Services or the percentage of Ad revenue shared with Publishers.1.5  Credit Cards.  As a user of the Services, you may be requested to provide us with valid credit card information.  If so, you authorize us to charge specified fees and expenses against the credit card.  You agree to replace the information for any credit card that expires with information for a different valid credit card.  If you use a credit card, you represent and warrant that you are authorized to use that credit card and that any and all charges billed to that credit card will not be rejected.  If, for some reason, we are unable to charge your credit card, we will attempt to contact you by e-mail, and we reserve the right to suspend or terminate your account or discontinue the Services until your charges can be processed. 2. Privacy 2.1. Privacy. In the course of using the Services, you may submit content to Moasis (including your personal data and the personal data of others) or third parties may submit content to you through your use of the Services (your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. Moasis’ Privacy Policy, together with any Service-specific data use policies, privacy statements and privacy notices (collectively, the “Privacy Policies”), detail our treatment of your Content and personal data and we agree to adhere to the Privacy Policies. You, in turn, agree that Moasis may use and share your Content in accordance with the Privacy Policies.  We encourage you to carefully review the Privacy Policies. 2.2. Confidentiality. Moasis will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Privacy Policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Moasis); (b) was lawfully known to Moasis before receiving it from you; (c) is received by Moasis from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Moasis without reference to your Content. 3. Your Content 3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. Moasis does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms. 3.2. Limited License to Your Content. You grant Moasis a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Privacy Policies. This license for such limited purposes continues even after you stop using our Services, though you may have the ability to delete your Content in relation to certain Services such that Moasis no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Moasis with feedback about the Services, we may use your feedback without any obligation to you. 4. Moasis Intellectual Property 4.1. Moasis IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by the Moasis Advertiser Agreement or Publisher Agreement these Terms do not grant you any right to use Moasis’ trademarks, brand elements, or other intellectual property. 5. Content 5.1. User Content. Moasis and its Publishers may display content provided by others that is not owned by Moasis. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with your use of the Services. Moasis is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from third parties unless you have first obtained their permission, or are otherwise authorized by law to do so. 5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, Moasis may be required to review certain content to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Moasis otherwise has no obligation to monitor or review any content submitted to the Services. 5.3. Third Party Resources. Moasis may publish links to internet websites maintained by third parties. Moasis does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks or other intellectual property displayed in conjunction with the Services are the property of their respective owners.     6. Account Management 6.1. Keep Your Password Secure. If you have been issued an account by Moasis in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Moasis, are responsible for any activity occurring in your account (other than activity for which Moasis is directly responsible that is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should immediately notify Moasis.   Moasis is not responsible for any losses due to stolen or hacked passwords.  For security reasons, we reset your password.6.2. Keep Your Details Accurate. Moasis occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account. 6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Moasis will not be liable for any failure to store, or for loss or corruption of, your Content. 6.4. Account Inactivity. Moasis may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 6 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active. 7. User Requirements 7.1. Legal Status. The Services are only available to persons or organizations that can form legally binding contracts under applicable law.  Without limited the foregoing, the Services are not available to individuals under the age of 18.  If you do not qualify, you are not permitted to use the Services. If you are using the Services on behalf of an organization, you represent and warrant you have the ability to bind such organization by your use of the Services. 7.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Moasis. 8. Acceptable Uses 8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law. 8.2. Your Responsibilities. You are responsible for your conduct and Content while using the Services. You must comply with the following requirements when using the Services: (a) You may not misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide. (b) You may not circumvent or attempt to circumvent any limitations that Moasis imposes on your account. (c) Unless authorized by Moasis in writing, you may not probe, scan, or test the vulnerability of any Moasis system or network. (d) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services. (e) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.   9. Termination of Services 9.1.  You or Moasis may terminate this Agreement at any time and for any reason by giving notice to the other party.  Once terminated, Moasis may permanently delete your account and all the data associated with it. 10. Changes and Updates 10.1. Changes to Terms. Moasis may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services or prices, and to account for new Services or functionality. Any changes will be posted to the location at which those Terms appear. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Moasis to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any such changes, you should stop using the Services, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.  When we change these Terms, the “Last Updated” date above will be changed to reflect the date of the most recent version.  We encourage you to periodically review these Terms so as to stay abreast of any modifications. 10.2. Changes to Services. Moasis constantly changes and improves the Services. Moasis may add, alter, or remove functionality from a Service at any time without prior notice. Moasis may also limit, suspend, or discontinue a Service at its discretion. Moasis may remove content from the Services at any time in its sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.11. Disclaimers and Limitations of Liability 11.1. Disclaimers. While it is in Moasis’ interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services available, but they may be unavailable from time-to-time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND MOASIS MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESITMATES OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. 11.2. Exclusion of Certain Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOASIS AND ITS AFFILIATES, AND THEIR OFFICERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, WARRANTY, OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OF CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSES OR OTHERWISE, OR ANY OTHER LEGAL THEORY, EVEN IF MOASIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 11.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MOASIS AND ITS AFFILIATES, AND THEIR OFFICERS, MANAGERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO MOASIS FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) THE AMOUNT MOASIS OWED YOU AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. 11.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights. 11.5. Businesses. If you are a business, you will indemnify and hold harmless Moasis and its affiliates, and their officers, managers, employees, agents, suppliers, and licensors from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.  We will notify you in writing within thirty (30) days after we become aware of a claim; permit you to defend or settle such claim; and provide you (at your expense) with any information and assistance reasonably requested by you to handle the defense or settlement of the claim.  Notwithstanding the foregoing, you shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. 12. Contracting Entity 12.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Moasis Global LLC. 13. Other Terms Assignment. You may not assign these Terms without Moasis’ prior written consent, which may be withheld in Moasis’ sole discretion. Moasis may assign these Terms at any time without notice to you. Applicable Law; Arbitration; Venue.  The Ts and Cs are governed by the laws of the State of California, irrespective of its conflict of laws provisions.  Unless prohibited by applicable law, except for a  petition for injunctive relief, any controversy, claim, or dispute arising out of or relating to the Ts and Cs shall be settled by arbitration, before one (1) arbitrator, conducted in San Francisco County, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect.  You and Moasis shall agree on an arbitrator, and if we are unable to do so, the AAA shall appoint the arbitrator.  The rules of evidence shall not strictly apply and the arbitrator shall have discretion as to the admission of evidence.  You and Moasis shall take any action reasonably necessary or appropriate to expedite the arbitration process and the arbitration shall be completed within ninety (90) days after arbitration is commenced.  In the event the arbitrator determines that a party to the controversy, claim, or dispute subject to arbitration has failed to comply with the terms of this section, the arbitrator shall be authorized to award to the other party all reasonable costs and attorney fees incurred directly or indirectly relating to any delay caused by such noncompliance.  The arbitrator may also award reasonable attorneys fees and costs to the party whom the arbitrator determines has prevailed in the arbitration proceeding. Judgment may be entered on the arbitrator’s award in any court having jurisdiction, and the parties specifically consent to the jurisdiction of the state courts in San Francisco County, California, or, if it has jurisdiction the United States District Court, Northern District of California.  If any such controversy, claim or dispute involves a claim for injunctive or other equitable relief, and suit, counterclaim or cross-claim for such relief is filed in a court of competent jurisdiction, the litigation shall be bifurcated to the extent feasible, to the end that all issues other than those required to be determined by the court on the petition for injunctive or equitable relief shall be determined by arbitration as required above.  Any such action or proceeding shall be brought in the state courts in San Francisco County, California, or, if I has jurisdiction, in the United States District Court, Northern District of California, unless otherwise required by law. The parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action, or proceeding and waive any objection to venue laid therein.  IF PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND AGREE TO WAIVE THE PERSONAL SERVICE OF ANY PROCESS UPON THEM BY AGREEING THAT SERVICE MAY BE EFFECTED BY OVERNIGHT MAIL (USING A COMMERCIALLY RECOGNIZED SERVICE) WITH DELIVERY RECEIPT TO THE LAST ADDRESS PROVIDED BY YOU AND, AS TO MOASIS, THE ADDRESS THEN APPEARING ON THE MOASIS WEBSITE. Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and Moasis, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order, insertion order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.  To the extent any conflict exists, the Additional Terms prevail over the Ts & Cs with respect to the Services to which the Additional Terms apply. Independent Contractors. The relationship between you and Moasis is that of independent contractors, and not legal partners, employees, or agents of each other. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later. Severability. If any provision of these Terms is determined to be unenforceable by an arbitrator, or a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.