The following standard partner distribution terms (“Terms”) govern the implementation and use of the products, services, and technology made available by Topple to the Partner identified in a Topple Publisher Application. To the extent that Partner has not yet signed a Topple Publisher Application (1) references to “the Agreement” shall be to the Terms and (2) these Terms permit the use of the Technology, but no payment shall accrue or be made to Partner until such Topple Publisher Application is signed by both Topple and Partner.
- CERTAIN DEFINITIONS
1.11“Updates” means updates, modifications or improvements to the Technology from time to time in Topple’s sole discretion, including, but not limited to, adding Ads.txt lines and any other similar industry standards.
- TECHNOLOGY; PLACEMENT AND APPEARANCE
- REVENUE & PAYMENT
- LICENSE TERMS
- PROHIBITED ACTIVITY
- REGISTRATION Partner is not required to register on the Topple website to use the Technology. If Partner registers, it will have access to online reports and the Topple dashboard, which allows Partner to control certain settings for the Technology, including certain Recommendation functionality. To the extent that Partner registers and has access to the Topple dashboard, Topple may collect Partner’s (or individuals who act on behalf of Partner) personally identifiable information. Partner will be solely responsible for all changes to data made by it, or individuals acting on Partner’s behalf, through the Topple dashboard. Estimates of revenue displayed in the Topple dashboard are provided solely for the Partner’s convenience. Topple does not guarantee that these estimated amounts displayed during a calendar month, if any, shall be precise or definitively due to be paid to Partner as a result of the Agreement. Access to Topple dashboard shall be solely at the discretion of Topple and may be discontinued by Topple at any time.
- SUSPENSION OF TECHNOLOGY; TERMINATION
- LIMITED WARRANTIES; INDEMNITY
Each party (the “Receiving Party”) acknowledges that it will have access to certain information and materials, including the terms of the Agreement, concerning the business, technology, products and services of the other party (the “Disclosing Party”) that are, or reasonably should be considered given the circumstances of disclosure to be, confidential (“Confidential Information”). Confidential Information will not include: (a) information known to the Receiving Party prior to disclosure by the Disclosing Party; (b) information independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; (c) information that is or becomes publicly known through no fault of the Receiving Party; or (d) information disclosed to the Receiving Party by a third party without breach of any obligation of confidence. Except as permitted hereunder, the Receiving Party (aa) will not use any Confidential Information for its own account or the account of any third party, and (bb) will not disclose any Confidential Information to any third party other than its directors, employees, contractors, advisors, investors or potential investors who have a need to know and who have agreed not to use, and to maintain the confidentiality of, the Confidential Information consistent with this Section 10. The Receiving Party will return or destroy the Confidential Information promptly upon the Disclosing Party’s written request. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party provides prompt written notice of any required disclosure to the Disclosing Party and provides reasonable cooperation (at the Disclosing Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure.
- LIMITATION OF LIABILITY
- EXPORT CONTROLS
Partner will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and shall not export, or allow the export or re-export of the Technology in violation of any such restrictions, laws or regulations. By downloading or using the Technology, Partner agrees to the foregoing and represent and warrants that it is not located in, under the control of, or a national or resident of any restricted country. Partner represents and warrants that none of it, or any individual, entity, or organization holding any ownership interest or controlling interest in Partner, including any officer or director, is an individual, entity, organization with whom any United States law, regulation, or executive order prohibits U.S. companies and individuals from dealing, including, names appearing on the Specially Designated Nationals List.
The Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Colorado, without regard to its conflict of law provisions or the United Nations Conventions for the International Sale of Goods. Any action or proceeding arising from or relating to the Agreement must be brought in a federal court in the district representing Colorado or in state court in San Miguel County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree that irreparable damage would occur in the event that any of the provisions of the Agreement is not performed in accordance with these specific terms. Accordingly, the parties agree that each shall be entitled to injunctive relief to prevent breaches of the Agreement and to enforce specifically the terms and provisions of the Agreement, in addition to any other remedy to which they are entitled at law or in equity. The parties are independent contractors, and nothing in the Agreement will be construed to create a partnership, joint venture, agency or other relationship between the parties. No failure or forbearance by a party to enforce any of its rights under the Agreement or insist upon performance of the other party’s obligations under the Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach. Neither party will be liable for any failure to perform due to causes beyond the party’s reasonable control. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The Topple Publisher Application may be amended, modified or superseded, only by a written instrument signed by both parties. The headings in the Agreement are for the convenience of reference only and have no legal effect. The Agreement may be executed and delivered via electronic transmission or another means of complete and accurate reproduction, and copies of the Agreement delivered via such means will be deemed originals for all purposes. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, failing which, it shall be severed from the Agreement and the balance of the Agreement shall continue in full force and effect. Neither party may assign the Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, except (i) due to operation of law, merger, reorganization, or as a result of an acquisition or change of control, and (ii) by Topple to its subsidiaries. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.