These Terms of Service (the “Terms”) constitute an agreement between Axis Corp LTD, doing business as PubCircle (also referred to as “PubCircle”, “we”, “our” and “us”), an outstanding advertising company located in the Suite 7057 128 Aldersgate Street, Barbican, London, England, EC1A 4AE and you as a publisher having access to our Prebid Wrapper Service provided at https://pubcircle.ai/ (the “Service”) whether as an individual user or the entity you represent (referred to here as “you” or the “Publisher”).
If you use the Service on behalf of your company, then (i) “you” includes you and your company, and (ii) you represent and warrant that you are an authorized representative of your company.
The following Terms govern your use of the Pubcircle Prebid Wrapper Platform, which is provided to you subject to your compliance with these Terms and any other operating rules, policies and procedures that may be published from time to time on https://pubcircle.ai/.
By accessing and/or using the Pubcircle Prebid Wrapper Platform, you are agreeing to be bound by these Terms. Since these Terms impose certain legal obligations on you, it is important that you read them carefully. These Terms will be permanently accessible on the Pubcircle Prebid Wrapper Platform, so you can access, print, download, and save these Terms at any time. If you do not agree to these Terms, you must not use the Pubcircle Prebid Wrapper Platform. PubCircle legally reserves the right to suspend or deny access, at any time and without prior notice, to those Publishers who do not comply with these Terms.
You must be eighteen (18) years of age or older to use the Pubcircle Prebid Wrapper Platform and Service. Children under the age of eighteen (18) are not permitted to use the Pubcircle Prebid Wrapper Platform and Service. You represent and warrant that You meet all of these requirements. As we do not have the intent to process any data of persons under eighteen (18) years of age, please inform us by writing to https://pubcircle.ai/#contact if You know that such persons may use our Service.
These Terms are subject to change (modification) by PubCircle at any time, without prior notice. You are responsible for reviewing these Terms on a regular basis. We will make commercially reasonable efforts to include notices regarding any such updates or changes. Any changes that are made to these Terms will not apply retroactively and will not apply to disputes or events occurring before the change is published. It is possible that during the provision of the Service included in the Pubcircle Prebid Wrapper Platform, the domain name under which such Service is provided may be modified with prior notice. Therefore, you know and accept this possibility, while the conditions you accepted by these Terms remain in full force and effect.
DEFINITIONS
The following terms are used in this Terms according to the definitions set below:
“Ad” means advertising content which includes, but is not limited to, video advertisements, display advertisements, advertorials, and sponsorships that are placed on Publisher Properties for marketing purposes.
“Account” means a personal account of the Publisher within the Pubcircle Prebid Wrapper Platform registered according to the procedure specified herein in order to gain access to the Service.
“Bid” means the process by which a Demand Partner submits an offer to purchase selected Publisher Properties for the placement of the Ad.
“Collected Revenue” represents revenue earned by Publisher based on Publisher Property monetized via the Service as determined by PubCircle.
“Demand Partners” means third-party vendors who purchase advertising inventory on the Publisher Properties through the Ad Marketplace.
“End-User” means a specific natural person who visits the Publisher Properties.
“Fees” means the fees to be paid to PubCircle for the Service.
“Personal Data” shall have the meaning of this term or any similar term (such as “personal information” or “personally identifiable information”) under the relevant applicable privacy or data protection laws, or where no such laws apply, shall mean any information that by itself or when combined with other information (such as name, address, telephone number, e-mail address, precise geo-location, financial account number, and government-issued identification number) can be used to identify a specific natural person.
“Publisher Properties” means digital advertising inventory available through various sites, applications, and other digitally-accessible platforms, materials, or content that is provided by Publishers.
THE PUBCIRCLE PREBID WRAPPER PLATFORM
PubCircle offers innovative and transparent monetization solutions that assist Publishers power their business by generating revenue from Ads. To help Publishers serve accurate and relevant Ads, we collect and use a variety of information through the Service we offered.
The Pubcircle Prebid Wrapper Platform (the “PLATFORM”) is the platform based on the prebid (https://prebid.org) script through which we provide the self-serve advertising software used by Publishers to gain access to demand and manage their relationship with advertisers.
Subject to the conditions hereof, PubCircle hereby grants you a limited, non-exclusive, non-transferable, revocable, fully paid-up right to use the PLATFORM for your own internal use for the purpose mentioned herein during the term of your use of our services due to these Terms.
THE PLATFORM SERVICE
The “PLATFORM SERVICE”, as used in these Terms, includes all services that PubCircle makes available to you, including but not limited to the followings:
The PLATFORM as defined in Chapter 2 above;
Ad Marketplace as defined in Chapter 6 below;
The services provided by the PubCircle website and by software made accessible through the website or the PLATFORM;
All information, data, text, images, sounds, video, content, programming, and software made available through the website, the PLATFORM, or Service, or developed under the PubCircle software;
Any new features added to or augment the Service.
PubCircle reserves the right with or without notice to you at any time to change, modify or discontinue, temporarily or permanently, its Service or a portion or attribute thereof, or the offering of any information, good, content, product, or services. PubCircle will have no liability to you or any third party if PubCircle modifies or discontinue any service, feature, or aspect thereof.
The use of the Service is entirely voluntary and is your exclusive responsibility. You may use the Service only in compliance with these Terms and all applicable laws, rules, and regulations. In connection with your use of the Service, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
ACCESS TO THE SERVICE AND THE PLATFORM
In order to access the PLATFORM and the Service, you will have to create a personalized Account. You must provide a valid email address, and accurate and complete information during the registration procedure and you must safeguard your Account with a reliable password.
For registration purposes, we may ask you for the following information: name, surname, and e-mail; we might also need Your billing address, mailing address, job title, company, phone number, skype contact, and card or banking details for payments purpose. This data is requested to verify your identity. This data is transmitted via a secure encrypted server using Transport Layer Security (TLS) encryption, more commonly known as HTTPS, the approved industry standard. We may use your Personal Data to contact You for account purposes.
By accepting these Terms, you acknowledge that we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service and your Account, and you may not be able to opt-out from receiving them. By using the Service, you are granting PubCircle official permission to access your Account, profile, and other information (including messages, data, text, graphics, audio, video, or other material posted/uploaded/transmitted to or through the HB Service), solely in connection with the provision of the Service to you and for the purpose of granting such Service you apply for.
You should never use another person’s Account without permission. You are solely responsible for the activity that occurs on your Account, and you must keep access to your Account secure. You are solely responsible for safeguarding your Account, so use a strong password and limit its use to this Account. PubCircle assumes that anyone logging into your Account and using your login information is either you or someone logging in with your authorization. If you create the Account and provide third-party access to the PLATFORM and Service, you shall be directly responsible for the security of your data and for the actions of such person. PubCircle is not responsible for the actions of any third parties who have gained access to the PLATFORM and the Service from our Publishers. If there is any breach of security or unauthorized use of your Account, you must notify us immediately.
PubCircle will not be liable for any losses caused by any unauthorized use of your Account; however, you may be liable for the losses of PubCircle or its Demand Partners due to such unauthorized use. PubCircle may terminate a Publisher’s access to the Service in case of repeated breaches of security or unauthorized use of the Account or the PLATFORM. We also may refuse any Publisher of access to our Service, at our sole discretion. The Service is not available to the Publisher who has been denied access by PubCircle.
You are responsible for providing the necessary resources and development work to enable Your Publisher Properties to access and interact with the PLATFORM in cooperation with PubCircle and in accordance with the technical integration specifications made available in the PLATFORM. Publisher Properties may be sourced through the PLATFORM in accordance with the configuration settings as made and modified by you using the PLATFORM.
To display through the PLATFORM Ads sourced from external ad servers and networks, or to source through the PLATFORM Publisher Properties from external partners and networks, you must cooperate with PubCircle so that the PLATFORM can properly interact with such external systems, including providing any applicable partner keys or codes and other technical requirements or information to allow (a) the external system to properly provide and track the Ads and Publisher Properties, and (b) the PLATFORM to properly request, receive and track the Ads and Publisher Properties and display the Ads. You acknowledge that Ads will be displayed according to your settings only to the extent made possible by any external ad server or network. You acknowledge that Publisher Properties will be sourced according to your settings only to the extent made possible by any external partner or network. You also acknowledge and agree that PubCircle will not be responsible or liable for (i) any errors by or any functional inability of an external ad server or network to display Ads; (ii) any third-party payments or collections related to such Ads, and you will transact directly with external ad servers and networks for such payments or collections; (iii) any Ads or the content therein; (iv) any errors by or any functional inability of an external partner or network to deliver Publisher Properties; (v) any third party payments or collections related to such Publisher Property, and you will transact directly with external partners and networks for such payments or collections; (vi) any third party’s website(s) or application(s) or the content therein.
Your Account will be monitored continuously by both the PubCircle and various 3rd Party Fraud Track Technologies. In the event PubCircle deems an Account to be outside the 10% acceptable bounds for traffic quality, PubCircle will terminate the Account. In the event traffic quality drops below the acceptable average of 5% for only a specific Publisher Property within an Account, PubCircle will request that the Publisher remove such Publisher Property from their Account. Failure to do so will result in the termination of the Publisher’s access to the “Free” Account without payment or disabling the Ad Marketplace for the “Paid” Account without payment.
PUBLISHER REQUIREMENTS
By accessing the PLATFORM you confirm that you are legally authorized to access your Publisher Properties used for Ads and agree to:
install and use PubCircle’s JavaScript code on your Publisher Properties at all times that you publish ads through the PLATFORM;
accept and confirm that Ads will be programmed to go live on your Publishers Properties automatically without your involvement (for “Free’’ Accounts only);
accept PubCircle’s terms for the release of statistical information (you understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent actions and that updates of statistics are generally released, but not guaranteed for, several times a day);
notify us via email if you wish to deactivate your Account;
accept PubCircle’s terms of payment, cashouts, and the like, as described in the Account registration process on the PLATFORM and in these Terms;
set up PubCircle’s Ads.txt records and update them timely (mandatory for “Free” Accounts);
warrant that all the Personal Data would be processed by the Publisher Properties lawfully, meaning with the form of consent required by law, informed by clear and accessible privacy notices and protecting the Personal Data at a level of security corresponding to the risk and security of the Personal Data;
provide the Publisher Properties’ End-Users with notice regarding their relationship with any third-party advertising networks;
By accessing the PLATFORM Publisher undertakes not to integrate into the PLATFORM Publisher Properties:
traffic that was generated by utilizing any of the following methods: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
traffic that was generated by any fraudulent method such as robots, spiders, auto-spawning browsers, auto reloading, meta refreshes, or any other form of fraudulent and artificial traffic;
traffic that contains materials that are deemed offensive or illegal in nature. This includes but is not limited to, websites promoting gambling, mp3, warez, EMU, ROM, or pornographic materials;
traffic that contains any materials promoting, justifying, or supporting war and/or armed invasion by the Russian Federation and Belarus into Ukraine including a display of war/invasion symbols.
Any method that artificially generates impressions on Publisher Properties is strictly prohibited. These prohibited methods include but are not limited to: (i) repeated manual impressions; (ii) incentives to generate impressions; (iii) robots; (iv) automated impression-generating tools or other deceptive software.
During using the Service and the PLATFORM the Publisher undertakes not to:
upload, post, email, or otherwise transmit any viruses or other computer code that may interrupt, destroy, or limit the functionality of the PLATFORM, or interfere with the access of any user of the PLATFORM;
circumvent, disable, or otherwise interfere with any security-related features of the PLATFORM;
attempt to probe, scan or test the vulnerability of the PLATFORM or any PubCircle network or system;
breach, impair, or circumvent any security or authentication measures relating to the PLATFORM;
attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of the PLATFORM; or
encourage or instruct any other individual or organization to do any of the foregoing.
You will ensure that each of your Publisher Properties contains: a privacy policy that discloses the usage of all and any third-party technology and data transfer; and the data collection and usage resulting from the HB Service; contains a valid opt-out/opt-in option (as required by the Applicable Laws of certain jurisdictions), a mechanism to obtain, with respect to the use of Service, End-Users’ prior and informed consent to the usage of third-party technology.
You will ensure that none of your Publisher Properties infringes the intellectual property rights of any third parties. PubCircle reserves the right to make adjustments to the Publisher’s Collected Revenue in the event of an alleged breach of the intellectual property rights of any third parties by any of the Publisher Properties if any respective claims, including the right of chargeback within 90 (ninety) days after the end of the respective month. Access to the PLATFORM is subject to prior approval by PubCircle. PubCircle reserves the right to refuse Service to any new or existing Publisher, at its sole discretion.
PAYMENTS AND TAXES
If the Publisher registers an Account, Collected Revenue will be paid to such Publisher on a Net 60 basis (within sixty (60) days after the end of each calendar month).
The calculation of the relevant fee as well as the revenue share structure shall be reflected in on the Platforms dashboard available to the Pubisher through the registered account.
PubCircle reserves the right to uniterarly make certain changes to the revenue share structure as shall be informed in advance and reflected on the Platform Account.
The Publisher using an Account can receive payments via PayPal or via the wire transfer or other methods available on the Platform at the moment. The Publisher must promptly notify PubCircle of the mode of payment according to the payment settings located on the PLATFORM. PubCircle is not responsible for any service interruptions within PayPal or wire transfer when paying the Collected Revenue to the Publishers. When PubCircle makes the payment using a wire transfer or PayPal, the processing and posting of funds to your account may take a few days.
Each of the Parties shall bear all taxes, levies, fees originated on the side of such Party.
The Publisher may request a withdrawal of their funds, which will be processed if their account balance exceeds the minimum threshold of 100 USD.
Upon meeting this condition, the request will be sent and recorded in the system. The funds will then be disbursed via the Publisher's chosen method, with four options available: Pioner, Wire, USDT TRC, and USDT ERC.
The frequency of withdrawals can be modified in the Publisher's settings, but only administrators and finance personnel will have access to make these changes.
The withdrawal will be processed within sixty (60) days from the date of the request, and the Publisher will receive their funds accordingly.
SUSPENSION AND TERMINATION OF ACCOUNTS
You can delete your Account at any time by providing PubCircle with written notice that you wish to do so. Without limiting any other remedies available to PubCircle, if PubCircle believes that you are in breach of these Terms or violate intellectual property rights of third parties, PubCircle reserves the right to limit, suspend or terminate your access to the Services or/and your Account in its sole discretion with the prior notice. PubCircle has no obligation to provide you with any confirmations of the alleged breach.
INTELLECTUAL PROPERTY
The PLATFORM and Service are protected by copyright, trademark, and treaties around the world. Nothing in these Terms gives you a right to use our name or any of the PubCircle trademarks, logos, domain names, and other distinctive features. All rights reserved. You should respect the industrial and intellectual property rights of PubCircle and third parties.
PubCircle logo, www.PubCircle.io, and other marks, graphics, logos, scripts, page headers, and sounds are and remain trademarks of PubCircle. None of the PubCircle trademarks may be copied, imitated, used, downloaded, or otherwise reproduced without our prior written permission.
You acknowledge and agree that all right, title, and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of PubCircle and/or its licensors, and is protected by applicable intellectual property and other laws. It’s prohibited to use any part of the information, the Content, or material on the PLATFORM for commercial purposes without obtaining a license to do so from PubCircle or its licensors. If you use, copy, or download any part of the PLATFORM in breach of these Terms, your right to use the PLATFORM and Service will cease immediately.
Using the PLATFORM you don’t have, nor will claim any right, title, or interest. You are granted no license to the trademarks, logos, copyrights, patents, trade secrets, or other intellectual property rights which are owned or controlled by PubCircle and made available to you in any manner. However, you may be granted a license or even you might grant a license if it is a case according to the specific terms.
You should immediately inform PubCircle, through any of the contact ways referred to in these Terms, of any violation of intellectual or industrial property rights you may be aware of, and fully cooperate in the defense of such rights.
PubCircle shall have the ability to use your name, trade name, and trademark (if applicable) and describe your business in PubCircle marketing materials and on our PLATFORM, but only with prior notice and written agreement from you.
Any feedback, comments, or suggestions you may provide regarding PubCircle, the PLATFORM, or the Service is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
DISCLAIMERS AND WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICE IS AT YOUR SOLE RISK. THE PLATFORM AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW. PUBCIRCLE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH YOUR USE OF THE PLATFORM AND SERVICE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
PUBCIRCLE MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, AND RELIABILITY OF THE SERVICE, THE PLATFORM, OR ANY OF THEIR CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM CAUSED BY YOUR ACCESS OR USE OF THE SERVICE, THE PLATFORM, OR ANY CONTENT THEREIN; (III) THE DELETION OF, OR THE FAILURE TO TRANSMIT ANY DATA, CONTENT AND OTHER COMMUNICATIONS SUPPORTED BY THE SERVICE OR THROUGH THE PLATFORM; AND (IV) WHETHER THE PLATFORM AND SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY PUBCIRCLE, ITS EMPLOYEES, OR OTHER REPRESENTATIVES CONSTITUTES A WARRANTY.
WE MAY IMMEDIATELY TERMINATE THE PUBLISHER’S ACCOUNT IN CASE OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY IN THIS SECTION OR IF WE REASONABLY DETERMINE THAT IT CAN NOT PERFORM ITS OBLIGATIONS HEREUNDER DUE TO SANCTIONS-RELATED PROHIBITIONS.
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT PUBCIRCLE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PUBCIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE AND/OR THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE RESULTING FROM ANY SERVICE OBTAINED THROUGH OR FROM THE SERVICE AND THE PLATFORM; (III) UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE HB SERVICE; (V) INACCURACIES, MISTAKES OR ERRORS OF THE CONTENT; (VI) ANY BUGS VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED THOUGH THE SERVICE BY A THIRD PARTY; OR (VII) ANY OTHER MATTERS RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER PUBCIRCLE NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR AGENTS, WILL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
IF FOR ANY REASON THIS LIMITATION OF LIABILITY IS DEEMED ILLEGAL, UNENFORCEABLE, OR INAPPLICABLE, YOU AGREE THAT THE AGGREGATE LIABILITY OF PUBCIRCLE WILL NOT EXCEED THE AMOUNT OF ONE HUNDRED UNITED STATES DOLLARS ($100).
FORCE MAJEURE
In addition to applicable disclaimers stated above, our performance under these Terms is excused in the event of interruption and/or delay due to, or resulting from, causes beyond our reasonable control, including any government, war, or other hostility, civil disorder, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
INDEMNIFICATION
You hereby agree, at your own expense and by own efforts, to indemnify, defend and hold harmless PubCircle, its employees, consultants, agents, and representatives from all and any losses, damages, claims, alleged claims, suits, action, or administrative procedures, arising from or related to your use the Service or access to them, or your violation of these Terms.
Company agrees to defend, indemnify and hold harmless you, your affiliates, and their respective principals, directors, officers, employees, and agents from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, judgment or proceeding relating to or arising out of PubCircle’s breach hereof; breach of any representations, warranties, obligations, and/or covenants made herein by PubCircle; PubCircle’s gross negligence, willful misconduct or fraudulent actions.
Indemnified party shall promptly notify the indemnifying party in writing after it becomes aware of any such claims, but failure to give such notice shall not relieve the indemnifying party of its indemnity obligations hereunder unless the Indemnifying party has been materially prejudiced by such failure. The indemnifying party shall have exclusive control over the settlement or defense of such claims or actions, except that indemnified party may appear in the action, at its own expense, through counsel reasonably acceptable to the indemnifying party, only in the event it is mutually determined by the parties that an actual conflict of interest would exist by indemnifying party’s representation of indemnified party and indemnifying party in such action.
The indemnified party will, if requested by the indemnifying party, give reasonable assistance (in a manner consistent with the parties’ respective confidentiality obligations and preservation of attorney/client, work product, and other privileges) to the indemnifying party in defense of any claim. The indemnifying party will reimburse the indemnified party for any reasonable attorney expenses directly incurred from providing such assistance. The indemnifying party shall be entitled to retain all monetary proceeds, attorneys’ fees, costs, and other rewards it receives as a result of defending or settling such claims. The indemnifying party will have the right to consent to the entry of judgment with respect to, or otherwise, settle, an indemnified claim with the prior written consent of the indemnified party unless such judgment materially prejudices or obligates the indemnified party, at which point the indemnified party shall be consulted before the matter is finalized. In the event indemnifying party fails to promptly indemnify and defend such claims and/or pay indemnified party’s expenses, as provided above, the indemnified party shall have the right to defend itself, and in that case, the indemnifying party shall reimburse an indemnified party for all of its reasonable attorneys’ fees, costs, and damages incurred in settling or defending such claims within thirty (30) days of each of indemnified party’s written requests.
GOVERNING LAW
These Terms, all the documents incorporated herein by reference, and any disputes that might arise between You and PubCircle shall be governed by and construed in accordance with the laws England and Wales, without regard to its principles of conflicts of law and specifically excluding from application to these Terms the law known as the United Nations Convention on Contracts for the International Sale of Goods.
All disputes related to these Terms and all the documents incorporated herein by reference will be brought and reviewed in LIAC (London International Arbitration Court).
ASSIGNMENT AND SEVERABILITY
PubCircle may transfer or assign these Terms or any rights, obligations, and licenses granted hereby, in whole or in part, to any person or entity at any time, and is not required to provide you with notice of such assignment. You may not transfer or assign any rights or obligations you have hereunder without PubCircle’s prior written permission and any unauthorized assignment and delegation by you are null and void.
The invalidity or unenforceability of any provision of these Terms does not affect the validity or enforceability of any other provisions hereof, and any such invalid or unenforceable provision is deemed to be severable. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, such provision will be eliminated and the other provisions hereof remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision.
PubCircle’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
CONFIDENTIALITY
Confidential information will include all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary (“Confidential Information”). Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to Service consumption details shall be considered such Discloser’s Confidential Information. The Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. The Recipient will not use Discloser’s Confidential Information other than as provided herein.
You agree to keep all communications exchanged between You and PubCircle and all of its terms, numbers, and information, confidential, and not disclose any of it to any third party, except on a confidential basis to an employee, agent, client, or partner who has a legitimate need to know to enable You to perform hereunder, and who is subject to these non-disclosures and use restrictions. You agree to keep all and any information that is given by PubCircle confidential, including but not limited to information about keywords, costs, conversions, and any other statistics, that are not publicly available, unless otherwise approved by PubCircle. You undertake to protect the Confidential Information of PubCircle in the same manner that You protect Your own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
The foregoing obligations will not restrict You from disclosing Confidential Information of PubCircle pursuant to a court order from a court of competent jurisdiction, provided You give us reasonable prior written notice so that we may contest such order and in the event that disclosure is required, only disclose the portion of Confidential Information that Your legal counsel advises is legally required.
You acknowledge that PubCircle may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Site, the maximum number of email messages that may be sent from or received by an account on the Site, the maximum size of any email message that may be sent from or received by an account on the Site, the maximum disk space that will be allotted on PubCircle’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. Your use of this Site constitutes your consent to allow PubCircle to store electronic communications on its servers. You agree that PubCircle has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Site. You acknowledge that PubCircle reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that PubCircle reserves the right to modify these general practices and limits from time to time.
NOTICES
All notices, consents, and approvals required or permitted to be given hereunder shall be delivered in writing to the address provided by the Publisher in its Account either by hand, by courier, by facsimile, or by electronic mail (whichever applies).
Notice will be deemed to have been received and effective: (a) at the time of delivery if delivered personally or by courier, (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received; (c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail, or (d) within three (3) days after deposit with an internationally recognized express delivery service.
You may change the address to which notices, requests, demands, claims, invoices, and other communications hereunder are to be delivered by giving PubCircle notice in the manner herein set forth.
MISCELLANEOUS
All the parties hereto are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, or agency relationship between the parties. Neither party has any authority of any kind to bind the other in any respect whatsoever and neither party shall make any contracts, warranties, or representations or assume or create any other obligations, express or implied, in the other party’s name or on its behalf.
The prevailing party in any legal action, including arbitration, brought by one party against the other and arising out of these Terms shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court fees and reasonable attorney’s fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.