Terms of Services
Welcome to the Internet site operated by Bidmatic Inc. located at the State of Delaware, USA Welcome to the Internet site operated by Bidmatic Inc. located at United States, Delaware, 16192 Coastal Hwy, City of Lewes, County of Sussex, 19958 (also referred to as “Bidmatic”, “Bidmatic.io”, “we”, “our” and “us”). This Internet site (“Site”) offers a wide variety of information about Bidmatic, an outstanding advertising company. The term “you” or “your” refers to you as well as any of your subsidiaries, affiliates, etc.
By using our Site, you represent that you are at least 18 years old and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site.
CHANGES TO THE TERMS OR SITE
Bidmatic may change or modify the Terms from time-to-time without notice other than posting the amended Terms on the Site. The amended Terms will automatically be effective when posted on our Site. Your continued use of our Site after any changes in these Terms shall constitute your consent to such changes. Bidmatic reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof), including any and all content contained on the Site, at any time without notice. You agree that Bidmatic shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof).
REGISTRATION, PASSWORD AND SECURITY
Whenever you provide us information on our Site, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, Bidmatic may without notice suspend or terminate your access to our Site and refuse any and all current or future use of our Site (or any portion thereof).
If any portion of our Site or Services requires you to register or open an account you may also be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. We assume that anyone logging into your Account and using your login information is either you or someone logging in with your permission. If you create the Publisher Account and provide third-party access to the Services, you are directly responsible for the security of your data and for the actions of this user. Bidmatic is not responsible for the actions of a third parties who have gained access to the Services from our Publishers Accounts. If there be any breach of security or unauthorized use of your Account, you must notify us immediately.
Bidmatic will not be liable for any losses caused by any unauthorized use of your Account; however, you may be liable for the losses of Bidmatic or others due to such unauthorized use. Bidmatic may terminate a Publisher’s access to the Services if, under appropriate circumstances, there are repeated breaches of security or unauthorized use with your Account. We also may refuse in provision of our Services to any Publisher, at our sole discretion. The Services is not available to the Publisher who has been removed by us. If you open the Account 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.
You agree to immediately notify Bidmatic of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which Bidmatic may otherwise have, Bidmatic reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Sites and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Bidmatic may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Bidmatic be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Bidmatic under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else’s account at any time, without the permission of the account holder.
The security of your personally identifying information is important to us. While there is no such thing as “perfect security” on the Internet, we will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Site is invulnerable to all security breaches, and that Bidmatic makes no warranty, guarantee, or representation that use of any of our Site is protected from viruses, security threats or other vulnerabilities.
COPYRIGHT AND AUTHORIZATION
This Site provides you access to a wide variety of information related to Bidmatic’s business (“Content”). Some of the Content is owned by Bidmatic, other portions are owned by the third parties such as suppliers, vendors, and licensors (including Content that is generated by users as further described in Section 11).
Some portions of the site may require you to access software (“Software”) in order that you may access the Site, the services provided through the Site and/or the Content. The Software may be the property of Bidmatic or a supplier, vendor, or licensor to Bidmatic or its affiliates. The Content and Software are protected by a variety of laws governing the use of copyrights, trademarks, patents, or trade secrets. Subject to the rules and limitations set forth in the Terms, you are granted a limited, non-sublicensable right to access the Site, the Content and the Software for authorized use and purpose only. Without limiting the generality of the foregoing, no Software or underlying information or technology may be accessed or otherwise exported or re-exported (a) into Cuba, North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. By accessing or using the Software or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Bidmatic Inc. respect the intellectual property rights of others. Pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”), under 17 U.S.C. §§ 512(b)–(d), a copyright holder may send Bidmatic a valid notification of claimed copyright infringement under the DMCA if they believe that their work has been copied and has been posted, stored, or transmitted to the Site in a way that constitutes copyright infringement. For any notifications of claimed infringement as described in DMCA subsection 512(c)(3) please contact:
Att: Legal Department
address: United States, Delaware, 16192 Coastal Hwy, City of Lewes, County of Sussex, 19958
TRADEMARKS AND SERVICE MARKS
Trademarks that are used or displayed on the Site are owned by Bidmatic or by third parties other than Bidmatic (the “Trademarks”). The Trademarks may not be copied or used, in whole, partial or modified form, without the prior written permission of Bidmatic or, if applicable, its licensor. In addition, Bidmatic custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of Bidmatic. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Bidmatic. You may not use any meta tags or any other “hidden text” utilizing a Bidmatic or name, trademark, or product name without Bidmatic’s express written consent. Other trademarks and trade names are those of their direct owners.
THIRD-PARTY PRODUCTS AND SERVICES
Parties other than Bidmatic may offer and provide products and services on or through the Site. Except for Bidmatic branded information, products or services that are identified as being supplied by Bidmatic, Bidmatic does not operate, control, or endorse any information, products, or services on the Site or accessible through the Site in any way. Bidmatic is not responsible for examining or evaluating, and Bidmatic does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Bidmatic does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
The Site may contain links to other websites not operated by Bidmatic. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by Bidmatic of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Site is at your own risk. When leaving the Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website.
PRODUCTS AND SERVICES INFORMATION
The “Services”, as used in these Terms, includes all services that Bidmatic makes available to you, including but not limited to the followings:
- The Header Bidding Management Platform (the “HBMP”);
- Ad Marketplace;
- The services provided by the Bidmatic website and by software made accessible through site or HBMP;
- All information, data, text, images, sounds, video, content, programming and software made available through the site, HBMP or Services, or developed under the Software (the “Media Content”);
- Any new features added to or augmenting the Services.
The use of the Services is entirely voluntary and is the exclusive responsibility of yours. You may use the Services only in compliance with these Terms and all applicable laws, rules and regulations. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
THE HBMP ACCESS
Bidmatic offers innovative and transparent monetization solutions that assists publishers power their business by generating revenue from advertisements. To help publishers serve accurate and relevant ads, we collect and use a variety of information through the Services we offered.
The HBMP is the platform based on prebid (https://prebid.org) script through which we provide the self-serve advertising software used by publishers (the “Publisher”) to gain access to demand and manage their relationship with advertisers, using following abilities but not limited to:
- Creating banner, video and other available ad placements, launched by our prebid wrapper on the user property;
- Access to the reporting on all the bidders you decide to work with, access to bidding analytics;
- Ability to add new bidder, which supports header auction for display and video or to remove the bidder;
- Automatically creating orders, line items, creative placements within the Google Ad Manager account connected to the HBMP.
The term “Publisher” referred to any HBMP user (individual or entity) who accepts the Terms and accesses the HBMP to maximize their inventory through programmatic advertising, linking them with the highest paying demand source for each impression.
In order to access the HBMP, you will have to create a personalized HBMP Account (the “Account”). You must provide a valid email address, accurate and complete information during the registration procedure and you must safeguard your Account by the password.
The Company provides two types of Accounts for Publishers:
- “Free” Account that set by default;
- “Paid” Account that can provide Publishers the ability to use and control additional functions. If the Publisher wish to set up the “Paid” Account, he has to make a formal request to our Support Team at email@example.com or make it by Upgrading Plan inside the HBMP.
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 Services and your Account, and you may not be able to opt-out from receiving them. By using the Services, you are granting Bidmatic official permission to access to your Account, profile and other information (including messages, data, text, graphics, audio, video or other material posted/uploaded/transmitted to or through the Services), solely in connection with the provision of the Services to you and for the purpose of granting such Services you apply for.
By accessing the Services, you affirm that you are legally authorized to access to your websites used for advertising and agree to:
1. Install and use Bidmatic’s Java Script code on your website at all times that you publish ads through the HBMP;
2. Accept the fact that advertisements will be programmed to go live on your website automatically without your involvement (for “Free’’ Accounts only);
3. Accept Bidmatic’s terms for 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);
4. Notify us via email if you wish to deactivate your Account;
5. Accept Bidmatic’s terms of payment, cash outs, and the like, as described in the Account registration process on the HBMP and in these Terms;
6. Set up Bidmatic’s Ads.txt records and update them timely (mandatory for “Free” Accounts);
7. Warrant that all the personal data would be processed 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. Bidmatic also expects its Publishers to provide their users with notice regarding their relationship with any third-party advertising networks;
8. Do not integrate into the HBMP websites, traffic for which was generated by utilizing any of the following methods: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
9. Do not integrate into the HBMP websites, traffic for which 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;
10. Do not integrate into the HBMP websites that contain 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;
Registration of the Publisher in the HBMP is subject to prior approval by Bidmatic and the latter reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause.
ACCOUNT TYPES AND PAYMENTS
It should be noted that the payments are made to the Publisher only if the latter has uploaded the relevant document to the system (the Form W-8BEN, W-8BEN-E or the Form W-9) and has provided correct information about these payments on the HBMP.
The Form W-8BEN / W-8BEN-E is a form used to confirm you’re not the U.S. taxpayer and that Bidmatic is not required to withhold taxes from your earnings. Once you file your Form W-8BEN / W-8BEN-E, the system will activate your eligibility to withdraw earnings.
The Form W-9 is a form used to confirm you are the U.S. taxpayers and in order to send you payments, we need a filled out W-9 tax form. Once you file your W-9 Form, the system will activate your eligibility to withdraw earnings. If the required form is not uploaded by the Publisher in accordance with these Terms or the information provided by the Publisher is incorrect, Bidmtic shall not be responsible for these Publisher actions and therefore does not make payments.
All payments are made in U.S. dollars. When the Publisher uses a currency other than U.S. dollar for each payment period, the Company updates the exchange rate statistics on the payment day. For currency conversion operations please refer to Open Exchange Rates (https://openexchangerates.org/).
All payments made in connection with the use of the HBMP are made depending on the type of the Account chosen by the Publisher. There are two types of the HBMP users and two payment methods:
If the Publisher selects a “Free” Account, all payments will be made on Net 60 basis. In accordance with this system, sixty (60) days after the end of each calendar month, the Publisher is paid with its earned revenue. All the bids suggested by the marketplace are made in NET price so the fees are already included.
The Publisher using a “Free” Account has only two ways to get payments:
Through the PayPal service;
Through the wire transfer service.
The Publisher must promptly notify Bidmatic which payment system he uses according to the terms of the Payments Settings located on the HBMP. Whether the Publisher faces any problems with selected payment service, Bidmatic shall not bear any responsibility for any disruptions of such service providers. It should be noted that the processing of payment by any selected payment service to your account may take a few days.
Bidmatic assumes no obligation or responsibility for any relationship (financial or other) between you and your demand partners (if you are cooperating directly) or any other third parties related to your use of the HBMP.
By using the HBMP and creating “Free” Account the Publisher agrees to set up Ads.txt file and update it timely. According to our Terms the Publisher should add in his Ads.txt file all of the vendors listed under Marketplace section of the HBMP. Bidmatic reserves the right not to pay the Publisher’s revenue if Ads.txt file was not implemented or upgraded according to our latest instructions. This is explained by the vital functionality for the proper operation of HBMP. If the Publisher fails to update the information on the Ads.txt file in a timely manner (within 2 weeks after the corresponding update), Bidmatic has the right to suspend the access of Publisher’s buyers to take part in the auction.
If the Publisher selects a “Paid” Account, it agrees to pay Bidmatic the Services fees as a payment for the Services. This payment is made each calendar month, in the amount as counted by Bidmatic using a methodology that is substantially corresponding to industry standards. The list of Services and their respective prices will depend on the scope of Services you select and will be indicated in the separate agreement.
All payments between Bidmatic and the Publisher are made by transferring the payments on the bank details, which the Publisher and Bidmatic indicate in the separate agreement concluded between them. You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, payment amounts, credit card numbers and expiry dates, and wire information, if applicable).
Bidmatic.io Ad Marketplace (“BAMP”) is a program that allows you to connect with Marketplace Buyers integrated directly into Bidmatic.io Platform to place Programmatic Ads on the sites in order to earn advertising fees. “Marketplace Buyers” means a third party vendors who purchases advertising inventory on the sites through BAMP.
BAMP is a functionality provided by default to all “Free” Publishers without the ability to disable it. “Paid” Accounts are offered with this functionality by the Company account managers and have an ability to enable and disable it for all or specific properties they manage.
“Free” Accounts: Accepting these Terms, you agree that your data that we may provide to BAMP Buyers will be provided under no restriction.
“Paid” Accounts: Accepting BAMP, you agree that your data that we may provide to BAMP Buyers will be provided under no restriction.
Any method that artificially generates impressions is strictly prohibited. These prohibited methods include but are not limited to:
- Repeated manual impressions;
- Incentives to generate impressions;
- Using robots;
- Automated impression generating tools or other deceptive software.
Your Account will be monitored continuously by both the Bidmatic.io traffic department and various 3rd Party Fraud Track Technology. In the event Bidmatic.io deems a user’s Account to be outside the acceptable bounds for traffic quality, Bidmatic.io will terminate the Account. In the event traffic quality drops below the acceptable average for only a specific website within a user’s Account, Bidmatic.io will request that the user remove the website from their Account. Failure to do so will result in termination of the user’s membership for “Free” Account without payment, or disabling BAMP for “Paid” Account without payment.
You are responsible for all duties, tariffs and taxes related to your use of the Services, except for taxes on income paid or payable by us. You may charge, and we will pay the appropriate national, state or local taxes or value-added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated separately in the original invoice that you provide us and this invoice meets the requirements for a valid tax invoice. We can provide you with a certificate of exemption from the relevant taxes or equivalent information that is acceptable to the relevant tax authority, in which case you will not charge and/or levy the taxes covered by such a certificate. We may deduct (withhold) any Taxes that we may legally withhold from any amounts payable to you under these Terms, and such payment to you as reduced by such deductions or withholdings will constitute full payment to you of amounts payable under these Terms. You agree to provide Bidmatic with any forms, documents or certifications as may be required to satisfy any information reporting or withholding tax obligations with respect to any payments made under these Terms. Each party of these Terms will be responsible, as required under applicable Laws, for identifying and paying all Taxes and other governmental fees and charges (penalties, interest, and other additions thereto), imposed on that party in connection with the transactions and payments made under these Terms.
USER SUBMITTED CONTENT
Our Site may have “publicly accessible areas” such as message boards, forums, member profiles, yellow pages, job folders or other features that allow users to post Content that will be accessible by the public or the user population generally. With respect to any message, data, image, text, photos, graphics, audio, video or other material you elect to post to such publicly accessible areas of our Site, while you retain any and all of your lawfully owned rights in such Content, you grant Bidmatic a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Site to access, display, view, store, distribute, perform, reproduce and prepare derivative works of, such Content that you have placed in publicly accessible areas of our Site. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. Bidmatic is under no obligation to post or use any Content you may provide and Bidmatic may remove your Content at any time in its sole discretion. You agree that Bidmatic is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate these Terms, specifically including without limitation the requirements of Section 13 (Acceptable Use), and will not cause injury to any person or entity, and that you will indemnify Bidmatic for all claims resulting from the Content you supply.
Bidmatic does not generally pre-screen or control Content posted by users of our Site, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. Bidmatic shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our Site for any or no reason, including that any Content violates these Terms or is otherwise objectionable. We take no responsibility and assume no liability for any Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As the provider of the Site, we are only a forum and are not liable for any statements, representations, or Content provided by Site users. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of Bidmatic. We do not endorse any Content or any opinion, recommendation or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Site is used to disseminate statements that are harmful or inflammatory.
SUBMISSIONS TO BIDMATIC
You agree not to propose, post or submit to Bidmatic ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed services or products (collectively referred to as “Submitted Material “) through the Site. In the event you do so, you hereby grant to Bidmatic a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use all such Submitted Material in any manner whatsoever without compensation or attribution to you. You also grant to Bidmatic the right, at its sole discretion, to use your name in connection with the Submitted Materials and other information as well as in connection with all advertising, marketing and promotional material related to such material and information. Use of such Submitted Material shall not require permission from or payment to you or to any other person or entity. You agree that Bidmatic is not under any obligation of confidentiality, express or implied, with respect to the Submitted Material. You agree that you shall have no recourse against Bidmatic for any alleged or actual infringement or misappropriation of any proprietary right in Submitted Material and that the submission of any Submitted Material to Bidmatic, including the posting of materials to any forum or interactive area on the Sites, irrevocably waives any and all “moral rights” in such materials. You represent and warrant that you own or otherwise control all of the rights to the Submitted Material that you post, that the Submitted Material is accurate and, that use of the Submitted Material you supply does not violate these Terms and will not cause injury to any person or entity.
You agree to use our Site and the Content (whether provided by us or others), as well as any Software provided in connection with the Site, in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Site, related Software, or Content, nor will you use our Site or related Software to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Content or use our Site in any manner that:
1. is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive;
2. infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights;
3. removes any proprietary notices or labels on the Content;
4. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
5. is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity;
6. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
7. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
8. interferes with others using the Site;
9. is off-topic according to the description of the group, forum or webpage;
10. contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment;
11. contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme;
12. disrupts, interferes or inhibits any other user from enjoying the Site or other affiliated or linked websites, material, contents, products and/or services.
13. uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site, products and/or services;
14. creates a false identity for the purpose of misleading others;
15. prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;
16. uses any Bidmatic domain name as a pseudonymous return email address;
17. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
18. attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software or any Content or the Sites;
19. reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Site or Content, use of the Site, or access to the Site;
20. systematically collects and uses any Content including the use of any data mining, or similar data gathering and extraction methods;
21. makes derivative uses of the Site or the Content;
22. uses, frames, or utilizes framing techniques to enclose any portion of the Site (including the images found at the Site or any text or the layout/design of any page or form contained on a page); and/or
23. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate our Site. For purposes of these Terms, “reverse engineering” shall include the examination or analysis of the Site to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Site’s underlying technology.
Unless you are participating in an area of the Site that requires or encourages anonymity, we encourage you to use your real name.
Violating the security of our Site is prohibited and may result in criminal and civil liability. Bidmatic may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
GENERAL PRACTICE REGARDING USE AND STORAGE
You acknowledge that Bidmatic 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 Bidmatic’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 Bidmatic to store electronic communications on its servers. You agree that Bidmatic 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 Bidmatic reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Bidmatic reserves the right to modify these general practices and limits from time to time.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF OUR SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITES, ANY SITE-RELATED SERVICE OR SOFTWARE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. OUR SITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITH THE SITES AND ANY SITE-RELATED SERVICE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BIDMATIC AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
BIDMATIC AND ITS SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR ACCESS FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED.
ANY MATERIAL ACCESSED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SITE OR OUR SOFTWARE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BIDMATIC OR THROUGH OR FROM OUR SITE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF OUR SITE SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION.
Bidmatic reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the Sites and/or Services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue.
Bidmatic may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful subpoena) or based on Bidmatic’s reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for services, to protect our rights or property, or to protect users of Bidmatic’s services, the Site and other persons or entities from fraudulent, abusive, or unlawful use of the Site or any such services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD-PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL BIDMATIC, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITE, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF BIDMATIC OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF BIDMATIC UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
You agree to indemnify, defend and hold harmless Bidmatic and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, made by any third-party due to or arising out of Submitted Material or any other content you submit, post or upload to or transmit through our Site, your use of our Site, your connection to our Site, your violation of these Terms, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with Bidmatic or your use of our Site. Bidmatic reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with Bidmatic in asserting any available defenses.
You agree that Bidmatic may immediately terminate or suspend your account, any associated email address, and access to all or any part of the Site and/or Services or change your password without notice. Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Site (or any part thereof,) (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your account includes (or, if Bidmatic elects instead to suspend your account, may include any one or more of the following) (a) removal of access to all offerings within the Site, (b) deletion of your password and all related information, files and other content associated with or inside your account (or any part thereof) and (c) barring of further use of the Site. You agree that all terminations and suspensions for cause shall be made in Bidmatic’s sole discretion and that Bidmatic shall not be liable to you or any third party for any termination or suspension of your account, loss of storage, any associated email address, or access to the Sites. Further, Bidmatic reserves the right, to immediately terminate or suspend your account, any associated email address, and access to the Sites at any time for any reason and without notice to you in its sole discretion.
Bidmatic’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in Delaware. You agree that any legal action or proceeding between Bidmatic and you for any purpose concerning these Terms or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement. Bidmatic may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under these Terms are not assignable by you without written consent of Bidmatic. These Terms do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our Site within one year after it arises.