TERMS AND CONDITIONS

TERMS AND CONDITIONS

 

READ THESE TERMS AND CONDITIONS CAREFULLY. THEY ARE A LEGAL CONTRACT GOVERNING YOUR USE OF THE PLATFORM, WEBSITE & SERVICES PROVIDED BY MEGADSP.

  1. General

Sourceflare LTD (“MegaDSP,” “We,” “Our,” or “Us“) own and operate a proprietary website www.MegaDSP.com (the “Website“) and the MegaDSP platform (the “Platform“). These terms and conditions (“Terms and Conditions“) shall govern the relationship between MegaDSP and You, whereby MegaDSP offers certain services via its Platform and Website.

These Terms and Conditions do not govern the relationship between you and publishers, website owners, or operators interested in generating domain traffic, etc. A separate agreement will govern this.

Within these Terms and Conditions, all references to You and/or Your and/or the User shall refer to the party entering into this agreement with the Company.

If the Terms and Conditions are unacceptable to you, immediately terminate your use of the Website. It is forbidden to use the Website if you do not agree to these Terms and Conditions.

When clicking an ‘Accept’ or similar button or icon, connecting to the Website and the Platform, or by using the Website or the Platform in any manner, you agree to be bound to the Terms and Conditions and our Privacy Policy . We reserve the right to deny access to the Website or Platform from any person who violates these Terms and Conditions.

We also reserve the right to amend these Terms and Conditions at our sole discretion, whereby any modifications shall be effective immediately upon posting. You can determine when the Terms and Conditions were last revised by referring to the “Last Revised On” legend at the bottom of this page. By continuing to use the Website/Platform following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of the Terms and Conditions or any amendments thereto, please do not continue using this Website/Platform.

  1. Privacy Policy

Our protection of information and collection practices of information is governed by and reflected in the Privacy Policy. Please review our Privacy Policy in full before you use the Websites. You agree to the use of your information in accordance with the Privacy Policy.

  1. Additional Definitions

The following capitalized terms shall have the meanings provided as follows:

“Advertiser’s Campaign” means a type of operation whereby one bids on available MegaDSP domain or other-source traffic. Campaigns have specific settings such as name, daily and total budget, geo-targeting, bid, maximum price, and destination URL, which points to a webpage, assumed to be owned or managed by You.

Proxy Bidding” is a MegaDSP auction mechanism allowing You to offer their maximum bid on any given traffic without revealing its maximum value to opponent bidder(s) (other advertisers). By using Proxy bidding, You pay only the outbid price for desired traffic, not stated directly as maximum (until another advertiser outbids their maximum bid).

Clicks” means a click by an End User. “Clicks” do not include clicks that are invalid as determined by MegaDSP’s internal tracking system and traffic quality scoring process or for which MegaDSP does not recognize revenue from its advertiser partners. Invalid Clicks may include clicks (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service; (ii) multiple clicks on the same advertisement within a brief period, or (iii) that an advertiser receives and rejects for a valid business purpose (e.g., a Click which was not generated by an End User).

Domain Owner Website” means any website associated with a domain name owned by a Domain Owner which participates in the services or features of the Platform.

End User” means a bona fide, human Internet user. An “End User” excludes any person or any mechanical, artificial or fraudulent means (such as a so-called robot, spider, software or scraper) lacking an intention to purchase, sign up or otherwise act upon a product or service of the marketer contained on a Landing Page or Search Results Page.

Landing Page” means an Html page or a framed Html page hosted by or on behalf of MegaDSP displaying search links, search results, and/or other content from MegaDSP servers or servers that MegaDSP uses.

Net Revenue” means revenue adjusted for any bad debt, net credits, or returns from previous payment periods, less any amount MegaDSP determines at its sole discretion, or that was the result of improper use on Domain Owner Websites. As such, revenue is otherwise calculated or adjusted by MegaDSP to take into account (i) any exclusions outlined in these Terms and Conditions, (ii) the results of MegaDSP’s traffic quality scoring process and (iii) any other adjustments made by MegaDSP at its sole discretion. MegaDSP may exclude from Net Revenue monies from the traffic that originates from countries where traffic is, at the sole discretion of MegaDSP, suspect or difficult to track in the ordinary course of business or is determined to be invalid on a consistent and regular basis by MegaDSP or its advertiser.

Revenue” means estimated gross revenue to be received by MegaDSP for a particular calendar month as a direct result of Clicks on an advertisement or other promotional link attributable to traffic from Landing Pages or Search Results Pages hosted on a Domain Owner Website pursuant to MegaDSP Platform, as reported by MegaDSP’s advertiser at the end of that calendar month.

Search Results Page” means an Html page hosted by or on behalf of MegaDSP, displaying search results pulled from MegaDSP servers (or any other servers that MegaDSP uses), which has resulted from a typed in search or a keyword click from and only from a Landing Page. Search Results Pages accessed by End Users through the Platform shall be solely through MegaDSP’s servers (or any other servers that MegaDSP at its sole discretion may use, hosted on MegaDSP’s servers or domains, meaning that MegaDSP shall host or on its behalf provide for hosting of all Search Results Pages in response to valid queries entered by End Users).

 

  1. The Services

By accepting these Terms and Conditions and for as long as You are engaged with Us based on these Terms and Conditions, MegaDSP grants You a revocable, non-exclusive, non-transferable and non-sublicensable right to use the Platform for Your business purposes in accordance with these Terms and Conditions.

The Platform is a service that empowers You as a domain name owner and/or as some other traffic provider to generate earnings based on appropriate incoming traffic to Your domains or other sources.

The Platform enables advertisers to bid on available web traffic and to redirect it to their own domains, pop-ups, or other sources. The traffic is redirected from domains and other sources cooperating with the Platform and may be generated by desktop or mobile users. 

You understand, acknowledge, and agree that We may provide Services to other parties and that such provision of Services to third parties may compete with Your own use of the Services.

  1. Account

The Platform can be accessed via the Website: MegaDSP.com. When You use the Services, You will be required to create an account with Us to use the web-based interface.

You will provide Us with true, accurate, and current information and shall maintain all account information, ensuring it is true, accurate, and up to date.

As an individual, You represent and confirm that: you are at least 18 years old, have full capacity to perform acts according to the law, and are an individual running a business (i.e., You are not a consumer).

When a person signing up to the Platform acts on behalf of their employer or another entity, this person represents and confirms that he/she has the full legal authority to bind their employer or such other entity to these Terms and Conditions.

You shall not permit any 3rd party to use or gain access to the Platform and shall use reasonable security measures to protect against unauthorized usage and/or access. You are responsible for selecting and continuously managing its password and security settings to safeguard Your account and Your campaign settings (including Your contact information) from unauthorized changes. You are entirely responsible for maintaining the confidentiality and secrecy of Your password and account security settings, as well as all other information belonging to You. Any consequences of Your voluntary disclosure of passwords and account information, as well as all activities that occur in Your account, are Your sole responsibility. You agree to notify Us immediately of any unauthorized use of Your account or any other breach of security.

You further agree that You will be responsible for all activity that arises from Your account, whether initiated by You or by anyone on Your behalf. We disclaim any liability for any activity in Your account, whether initiated or authorized by You or not, and You are solely responsible for the use of the Platform by Your employees or any unauthorized person.

Every new account created inside the Platform is manually approved or denied by Us. We reserve the right to accept or reject a campaign at any time based solely on Our judgment and with compliance with the Terms and Conditions. Accounts or Advertiser’s Campaigns will be verified within 72 hours. Requests submitted during holidays will be considered as submitted on the following working day.  

You shall not access, nor attempt to access the Platform by any means other than through the Website or interface provided by Us. You shall not attempt to obstruct, disrupt, or interfere with the operation of the Platform (in particular with the results of Proxy bidding) or other services provided by Us. You shall not attempt to gain unauthorized access to accounts registered to other users or any servers, systems, or networks connected to the Platform or Website.

You shall not obtain or attempt to obtain: (i) any information from the Platform, including without limitation: e-mail addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by the Platform, the Website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble the Platform, Website or servers.

  1. Payment

Before buying traffic, You must deposit funds to the account on the Platform. The amount of the deposit is Your sole decision. Deposited funds are ring-fenced within MegaDSP accounts and within the accounting ledger. To facilitate the depositing of funds, You are provided with multiple payment options as outlined in the Platform. The currency accepted and used by MegaDSP is United States Dollars. Deposited funds can be used only for the purchase of traffic via different types of campaigns available via the Platform. Deposited funds do not expire and can be used to purchase traffic at any time. You may request to obtain a credit limit and can be granted it based on the individual decision of MegaDSP. MegaDSP reserves the right to cancel the credit limit under its absolute and sole discretion at any time.

Payments are based on Clicks and depend on Proxy Bidding results. You understand and agree that the statistics system provided by MegaDSP shall serve as the official record of traffic and Clicks delivered throughout the Advertiser’s Campaign. Other ways of tracking the traffic are acceptable based on an individual request from ‘you and after written approval from Us.

  1. Factors Affecting Payment

You acknowledge and agree that different funds deposit options may include additional charges of transactions that are subject to change without explicit notice from Us. Information regarding such additional charges will be displayed on the Platform’s payment screen.  You shall bear all costs related to payments, depositing funds, or refunds.

If an Advertiser’s site or Landing Site becomes unavailable for any reason (e.g., server hosting the provided URL is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the internet, Your Website, Landing Site, Your network, and/or its underlying infrastructure), You will not hold MegaDSP and/or any of its partner sites/third parties responsible for such errors. All web traffic delivered to Your site during this downtime will not be refunded.

We cannot, and will not be held responsible for factors beyond our control that may interfere with the ability to deliver visitors to Your site. Such factors include, but are not limited to, downtime on Your server, overuse of Your bandwidth quota (if applicable), errors on Your site, pop-up killers, and/or network outages beyond MegaDSP’s servers.

According to the relevant payment providers’ policies, some transactions may demand Strong Customer Authentication (SCA), which means that electronic payment is performed with multi-factor authentication to increase the security of such a payment. The type of multi-factor authentication used depends on the policy of the relevant payment provider that is used by You to make a payment. 

 

  1. Taxes and Withholding Funds

You further understand and agree that taxes concerning commissions or any other payments made to MegaDSP hereunder, will not be withheld or paid directly or indirectly by MegaDSP unless MegaDSP determines at its sole discretion that MegaDSP or its affiliates may be liable for any such taxes. In which case, it shall withhold the estimated amount and notify You of such accordingly. You understand and agree that it is Your sole responsibility to pay all applicable local, state, federal, and/or foreign taxes on commissions and other expenses to MegaDSP pursuant to these Terms and Conditions. You agree to promptly reimburse and indemnify MegaDSP from any claim or assessment of taxes by any state and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation.

  1. Payment Disputes

You understand and agree to address any questions You may have concerning any payment of commissions under these Terms and Conditions to MegaDSP within thirty (30) days of the date of such payment, in writing, or by e-mail to Support@megadsp.com. Failure to notify Us within such a period will constitute acceptance of, and agreement with, the applicable payment.

  1. Refunds

You may request a refund of the remaining funds in Your account by contacting Support@megadsp.com. This only includes funds that you have deposited using the payment methods described above. This does not include bonuses/promo deposit operations/any other form of credit issued/offered/granted by MegaDSP. The minimum deposit required is 200 USD. Please note that the first deposit is non-refundable. 

The advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if You have remained in compliance with this Agreement. After Advertiser makes a second deposit at Advertiser Account (itself or via manager), a refund will only be issued for a balance of more than $200 US Dollars and a processing fee of 10% will be deducted from such a refund.

The remaining balance of any accounts banned due to Your violations will not be refunded. You agree that We will not reimburse funds which You already spent on purchased traffic.

  1. General Restrictions

The Terms and Conditions for participation and use of the Platform are for an indefinite period. The parties can terminate the agreement at any time in writing. We reserve the right to terminate Your participation on the Platform at our sole discretion at any time.

Furthermore, we may suspend or terminate Your access to the Platform at any time, without advance notice, for any reason that We find valid and at our sole discretion, including but not limited, once We are confident that: (A) You are in any way in breach of the Terms and Conditions; (B) You, at any time, are conducting activities that do not fully comply with all applicable laws, rules and regulations. Regardless of the circumstances, such termination by MegaDSP shall not give rise to any liability from their side.

In the event of any termination, You shall be entitled solely to a refund of the remaining funds deposited in Your account. For the avoidance of doubt, bonuses, or any form of credit granted by Us are not subject to such a refund.

You are prohibited from using traffic purchased via the Platform to promote sites containing illegal and/or socially unacceptable content such as violence, pornography, child pornography, hate or violence-related content, racism, harassment, illegal drugs, and all other acts banned by any applicable law.

You shall not use the Platform in any manner, or in connection with any content, data, hardware, software or other materials, that: (i) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property rights of any third party, (ii) constitutes defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (iii) constitutes phishing or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (iv) violates any applicable law, ordinance, rule, regulation or treaty.

You reserve the right to control and verify compliance with these restrictions and limitations. You shall be responsible for all damages incurred by MegaDSP arising from the violation of any of the provisions herein, including the loss of business profits caused by the termination of contracts by MegaDSP’s business partners.

We will not be obligated to provide You with any support but may elect to do so at our sole discretion. If technical support shall be delivered in English, this refers to the working days Monday through Friday, from 9:00 to 17:00, European Time. Detailed information on technical support is posted on the Website.

  1. Intellectual Property

As between MegaDSP and publishers, MegaDSP (or other parties it so designates in writing) shall own all rights, title, and interest for the use of Intellectual Property Rights (as defined below), relating to the Platform (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to the Platform. For purposes of these Terms and Conditions, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations, and reinstatements thereof, now or hereafter in force and effect worldwide. You shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the Platform or MegaDSP; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to the Platform or MegaDSP; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the Platform; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from MegaDSP, any aspect of the Platform under any timesharing, service bureau or other unauthorized method or access thereto; (v) directly or indirectly access, launch and/or activate the Platform through or from any software application or means other than Your Website; or (vi) engage in any action or practice that reflects poorly on the Platform, advertiser website or its Traffic Providers, or otherwise disparages or devalues the reputation or goodwill of the same.

As between MegaDSP and publishers, MegaDSP (or others it so designates in writing) shall own rights to use all algorithms, methods of computation used by the Platform to measure network traffic (in particular Clicks) or used for Proxy Bidding, including all applicable rights to use of the patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. MegaDSP and other entitled entities reserve all rights not expressly granted to publishers herein.

Your materials (i.e., ads, campaigns, labels, etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

  1. Confidentiality

You agree to safeguard and, except for the benefit of the Platform, not to disclose to anyone outside the Platform any proprietary or confidential information acquired from Your access to the Platform. Such information includes, without limitation, principles of operations of the Platform, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as “Confidential Information“).

You shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. You agree to secure and protect all Confidential Information in a manner consistent with the maintenance of MegaDSP’s rights therein. You shall use your best efforts to assist MegaDSP in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms contained therein. Without limitation, You shall advise MegaDSP immediately in the event that You learn or have reason to believe that any person to whom You have given access to Confidential Information has violated or intends to violate its confidentiality or any other proprietary rights of MegaDSP. You will, at Your expense, cooperate with MegaDSP in seeking injunctive or other equitable relief in Your name or MegaDSP’s name against any such person. You agree to maintain the confidentiality of MegaDSP’s Confidential Information using at least as great a degree of care as You use to maintain the confidentiality of Your own most confidential information). You acknowledge that the disclosure of any aspect of the Confidential Information, including without limitation the Platform or any other Confidential Information referred to herein, or any information which, by law ought to remain confidential, will immediately give rise to continuing irreparable injury to MegaDSP inadequately compensable in damages by law. MegaDSP is entitled to seek and obtain immediate injunctive relief against a breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, MegaDSP may immediately terminate Your account and all license rights granted herein, in the event You or anyone on Your behalf breaches any of the confidentiality obligations.

  1. Copyright Ownership

The Site contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Website are copyrighted as a collective work under copyright laws. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded content will be allowed without the express permission of the copyright owner.

  1. Disclaimer of Warranty

UNDER NO CIRCUMSTANCES WILL MEGADSP, AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, ADVERTISERS AND AGENTS (COLLECTIVELY THE “MEGADSP PARTIES“) BE RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS) OR BE RESPONSIBLE/LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF THE SERVICES, THE PLATFORM OR THE WEBSITE.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF the MEGADSP PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING THROUGH THE COURSE OF DEALINGS OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF MEGADSP OR PERFORMANCE OF THE ADVERTISER WEBSITES REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEGADSP PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF MEGADSP, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH MEGADSP, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF MEGADSP. THE SERVICES BY MEGADSP ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE USE OF THE SERVICES, THE PLATFORM OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE MEGADSP, EVEN IF MEGADSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE WEBSITE, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE THE WEBSITE.

Furthermore, We do not guarantee any results of Advertiser’s Campaigns; in particular, MegaDSP does not guarantee to deliver any number of visitors or Clicks. You also understand that MegaDSP does not guarantee sales or sign-ups (i.e., conversions) and will not issue a refund if none of the above are achieved. MegaDSP does not guarantee any sales and will not be held responsible if sales are not generated.

  1. Indemnification

YOU AGREE TO HOLD US HARMLESS, DEFEND AND INDEMNIFY US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS, AND AFFILIATES, SUCCESSORS AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) THAT ARE DUE TO, OR THAT ARISE DIRECTLY OR INDIRECTLY FROM YOUR BREACH OF THESE TERMS AND CONDITIONS OR ARE IN ANY WAY RELATED TO YOUR USE OF THE PLATFORM. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH AN EVENT.

  1. Limitation of Liability

IN NO EVENT SHALL WE, OUR SHAREHOLDERS, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR ACCESS TO THE PLATFORM OR SERVICES. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF OUR OR OUR EMPLOYEES, OR DEATH OR PERSONAL INJURY.

OUR AGGREGATE LIABILITY AND THAT OF OUR SHAREHOLDERS, AFFILIATES, LICENSORS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO US $50. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OR ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. End-user data

By using the Platform, You may collect or use some data regarding the activities of end-users. This data may include information about IP addresses, session-based browsing behavior, device-related data (“Data“). The Platform application does not collect data that by itself identifies an individual such as name, address, phone number, or e-mail address. Detailed information regarding types of data of end-users that may be collected or used by You through the Platform is specified in MegaDSP Data Processing Agreement PA (referred to below) and in MegaDSP End User Privacy Policy. Please note that any references to “end users” mean the end-user of an internet-connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on an advertisement or campaign webpage.

If any Data includes personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (further referred to as “GDPR” and “Personal Data” respectively), and the processing thereof, shall be governed under the terms and conditions outlined in the MegaDSP Data Processing Agreement (further referred to as “DPA“). A current version of the DPA executed by MegaDSP is available in the Data Processing Agreement section on our Website and shall become effective as of May 25, 2018. The DPA is an integral part of these Terms and Conditions. Unless otherwise explicitly agreed in writing by the parties, it is accepted and acknowledged that with respect to any personally-identifiable information and Personal Data included in the Data processed in connection with Services, You shall be considered as a “Controller” or “Processor” of Personal Data and MegaDSP shall be considered as the “Processor” or “another Processor” (“Sub-Processor“), as applicable, according to the terms defined under the GDPR and the DPA. You represent and warrant that MegaDSP is permitted to collect, use, and transfer Data on behalf of the customer to provide Services according to the terms defined under the DPA.

 

  1. Miscellaneous

Force Majeure

You acknowledge and understand that if a force majeure event occurs and extends beyond Our control, MegaDSP shall have no liability towards You, whether it be in contract, warranty, tort, negligence, or any other method of liability for failure to perform any obligations in accordance with these Terms and Conditions.

Governing Law and Jurisdiction

THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN. YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN LONDON, U.K. AND YOU SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS.

Ownership

All contents of the Website are Copyright © 2018 Sourceflare LTD All rights reserved. All other rights, title, and interests (including all other copyrights, trademarks, and other intellectual property rights) in this Website and all names, terms, logos, slogans, and images. Our products or services are proprietary, belonging to Us. Any use of the copyrighted contents or the trademarks belonging to Us without express written permission from Us is strictly prohibited.

 

License

Nothing contained in the Website shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, under any of our intellectual property rights, or under any third party’s intellectual property rights, and no part of this Website may be reproduced, republished, copied, transmitted, or distributed in any form or by any means.

No Third-Party Beneficiaries 

These Terms and Conditions are made solely for the benefit of You and the Platform, the parties and their respective successors, and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.

Prohibition of Assignment

You may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent from MegaDSP. Despite such consent, no assignment shall release the assignor of any of its obligations or alter any of its primary obligations to be performed under these Terms and Conditions. You hereby agree that MegaDSP is entitled to assign any of its rights and obligations under these Terms and Conditions and additional agreements (if concluded with You) to any third party and at any time without separate consent from the Advertiser.

Successors and Assigns

Except as otherwise expressly provided in these Terms and Conditions, these Terms and Conditions shall bind and inure to the benefit of the successors, assigns, heirs, executors, and administrators of the parties to these Terms and Conditions.

Independent Contractor

The relationship between You and MegaDSP, established by these Terms and Conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.

Waiver

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by MegaDSP in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Entire Agreement

Except as may be outlined in a written agreement signed between MegaDSP and You, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of use of the Platform between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

Severability

If a court or an arbitrator of competent jurisdiction holds any provision of these Terms and Conditions to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such a jurisdiction, it shall, as to such a jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision in any other jurisdiction.

Attorney’s Fees

If MegaDSP prevails in any action, suit, or proceedings arising from or based upon these Terms and Conditions, MegaDSP shall be entitled to recover from You all reasonable attorneys’ fees in connection therewith in addition to the costs of such actions, suits, or proceedings.

Headings

The headings in these Terms and Conditions are included for convenience only. They shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties privy to these Terms and Conditions.

Notice

Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic communication; (iii) when delivered by certified mail or postage prepaid to the address of the respective party as indicated herein (or in the case of Domain Owner, as last provided to MegaDSP); (iv) in the event of non-material changes to this Agreement, notice shall be deemed effective upon posting on the Website; (v), and in the event of material changes to these Terms and Conditions, notice shall be effective upon the sending of an e-mail from MegaDSP to the e-mail address last provided by You.

Interpretation

Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.

Contact

For more information Feel free to contact us on email address: Support@MegaDSP.com
Company Address: Esther Hamalka street 4, Tel Aviv-Yafo, Israel.

 

Last updated: April 16, 2020

 

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