These Beachfront.io Marketplace Terms and Conditions (“Agreement”) between You and Beachfront.io Inc. (“Beachfront.io”) constitute the terms and conditions for your use of the Beachfront.io Marketplace program (the “Marketplace”). “You” or “Your” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, network or other third party that You have granted access to Your account, all of whom will be bound by this Agreement.
“Net Marketplace Revenue” means fees actually collected by Beachfront.io from third party advertisers whose Buyer Ads were served to Your Inventory, less any media buying fees or bid reductions, operating fees, fraud, charge backs, refunds, uncollected amounts, credit card processing fees and other reasonable deductions.
Beachfront.io will pay You the Revenue Share Fee within 60 days after the last day of the calendar month in which Beachfront.io received the applicable Net Marketplace Revenue, provided that no payments will be issued for any amount less than $100 U.S and any unpaid earnings will rollover and accrue to the next pay period. If You are both a Marketplace customer (under these this Agreement) and a Beachfront.io Platform customer (under the Beachfront.io Ad Serving Terms and Conditions), then at Beachfront.io’s election, Beachfront.io may offset the Net Marketplace Revenue owed to You by the amount of Ad Serving Fees owed to Beachfront.io.
(a) Ads and Content. You are solely responsible for all of Your Inventory, the serving of Buyer Ads, and all aspects of Your Program Sites (including content and subject matter, editorial, text, graphic, audiovisual, and other content and any other information).
(b) Your Account. You will protect any Program accounts, usernames or passwords and take full responsibility for Your own, and third party, use of the same.
(e) Prohibited Actions. You will not, and will not allow any third party to: (a) directly or indirectly access, launch or activate the Program through or from, or otherwise incorporate the Program in, any software application, website or other means other than Your designated sites; (b) transfer, sell, lease, syndicate, sublicense or lend the Program; (c) directly or indirectly generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Program, Beachfront.io’s then current Protocol, or any other Beachfront.io technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter Beachfront.io’s proprietary rights notices affixed to or provided as a part of the Program, the Beachfront.io Protocol, or any other Beachfront.io technology, software, materials and documentation; (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Program or proprietary information related thereto; (h) use any feature or functionality of the Program, or include anything in Your Content or Ads, that could be used to personally identify or personally track individual end users or any other persons; or (i) engage in any action or practice that reflects poorly on Beachfront.io or otherwise disparages or devalues Beachfront.io’s reputation or goodwill. Beachfront.io may terminate the Program, immediately upon written notice if You breach this Section.
(f) No Endorsement. You acknowledge and agree that Beachfront.io is not affiliated with or responsible for any third-party products/services You may choose to manage with the Program. Beachfront.io reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any Disclaimed Content, in whole or in part, that in Beachfront.io, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.
(g) Compliance. Beachfront.io may investigate any activity that may violate this Agreement. If You violate this Agreement or any Policies, Beachfront.io may in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. For any other violations, Beachfront.io will give you 14 days notice period to cure such violations, and if such violation is not cured within 14 days of Beachfront.io sending such notice to You, Beachfront.io may terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. In addition, Beachfront.io may terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program, with or without cause, upon 90 day’s prior notice. Beachfront.io may refuse to process a request for Your Ads (“ Requests”) that are not sent in compliance with the requirements of this Agreement.
(h) Advertisers. You are solely responsible for all aspects of the Program Sites and Your Inventory, including handling all inquiries and disputes of any type or nature.
(a) Subject to the terms and conditions of this Agreement, You shall have the right during the Term to access and use the Program via the Program Interface solely for purposes of: (a) performing projections of advertising impression inventories that might be available through the Beachfront.io Platform, (b) uploading and storing Ads for delivery through the Beachfront.io Platform, (c) selecting targeting and delivery criteria for the delivery of Ads, and (d) receiving reports of Ads Requests, impressions and other data related to the delivery of Ads through the Beachfront.io Platform.
(b) During the Term, You grant Beachfront.io a license under all of Your applicable rights to host, serve, route and place Your Ads via the Program.
(c) Beachfront.io Attribution. You agree that Beachfront.io may include Beachfront.io Brand Features or other attribution on Your Ads transmitted by Beachfront.io in response to a Program Request.
(a) Data. In connection with the operation of the Program, Beachfront.io collects and receives data that Beachfront.io collects during delivery of Ads or performance of our obligations under this Agreement (“Data”). You agree that Beachfront.io may: (a) use such information for Beachfront.io’s internal business purposes; (b) disclose such information as may be required by law or legal process; and (c) use and disclose such information when it is aggregated with similar information relating to other Beachfront.io customers or end users, and when it does not specifically identify the Customer or end user. You may use Data that You receive for Your internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Data, and that You obtain any consents, authorizations and clearances from end users that may be required in connection therewith.