Last updated October 15, 2018

Thank you for using, Inc.’s (“Prebid”, “we”, “us”, or “our”) “Dr. Prebid” application (the “App”). By downloading and using the App, you or the entity you represent, as the case may be (“you”), agree to be bound by these terms of use (the “Terms”). You may only use the App in accordance with these Terms.

  1. The App. The App is provided by Prebid to help clients identify and address implementation issues for header bidding integrations on mobile properties. You may submit certain materials or data (e.g., information about your Prebid Server configuration or Account Information, as defined below) to the App (any such materials or data, the “Data”). You hereby grant to Prebid and its affiliates the non-exclusive, royalty-free, perpetual, irrevocable right to use or disclose your Data (i) as reasonably required by Prebid to provide or enhance the App, (ii) to create and make publicly available anonymous, aggregated statistics regarding Data and use of the App, provided that (a) we will not identify you as the source of the data for any such statistics, and (b) your Data will be aggregated with the Data of other users reasonably sufficient to mask the identity of any single source of the statistical data, (iii) to enforce Prebid’s rights under these Terms, and (iv) as required by court order, law, or regulatory agency. Prebid may also collect certain information regarding your use of, and the performance of, the App.

  2. Confidentiality. “Confidential Information” means any information that is disclosed, provided, or made accessible by, or on behalf of, Prebid to you in connection with these Terms or through the App, and which is identified as “confidential” or “proprietary” or which, given the nature of the information or material, or the circumstances surrounding the disclosure, reasonably should be understood to be confidential or proprietary, but does not include information that you already knew, becomes public through no fault of yours, or was independently developed by you without reference to our confidential information. You agree not to disclose Prebid Confidential Information without our prior written consent. You may only use Confidential Information to exercise your rights and fulfill your obligations under these Terms, or as otherwise specifically permitted by Prebid, and not for any other purpose, including, but not limited to, collusion against, advancement of competitive interests contrary to, or interference with the business plans of, Prebid.

  3. Representations and Obligations. You represent, warrant, and agree that: (i) you have all rights and authority necessary to bind yourself, or your company, as applicable, to these Terms and perform your obligations hereunder, (ii) your performance under these Terms, your use of the App, and our exercise of any rights granted to us by you hereunder will not (a) violate any applicable law, rule, or regulation, (b) breach any agreement or other obligation that you have with or to any third party, (c) violate or infringe any intellectual property, proprietary, or other rights of any third party, or (d) require of Prebid any license, authorization, or other permission from a third party, (iii) nothing you use with the App will contain any viruses, spyware, or other types of malware, and will not cause injury to any person or damage to any property, and (iv) you will be solely responsible for your use of the App, including, but not limited to, your submission, use, and disclosure of Data.

  4. Your Account. You may be required to provide us certain information about you or your company, or about your Prebid Server account, in order to register for and use the App (the “Account Information”). You are solely responsible for maintaining control over your account.

  5. No Warranties. Prebid provides the App “as is,” “with all faults,” and “as available.” You agree that use of the App is at your sole risk. To the fullest extent permitted by applicable law, Prebid disclaims all implied and statutory warranties, including without limitation implied warranties for non-infringement, merchantability, and fitness for any purpose.

  6. Limitation of Liability. To the fullest extent permitted by applicable law, in no event will Prebid or its affiliates, or its or its affiliates’ employees, officers, agents, or licensors be held liable in connection with the App for any direct, indirect, special, punitive, exemplary, or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, even if Prebid is aware or should know that such damages are possible. To the fullest extent permitted under applicable law, Prebid’s maximum aggregate liability with respect to the App will not exceed fifty dollars ($50).

  7. Indemnification. You will indemnify, defend, and hold harmless Prebid and its affiliates, and its and its affiliates’ employees, officers, agents, and licensors, against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) related to your use of the App or your breach of any of the Terms or your Data including, but not limited to, its use within the App as contemplated hereunder (together, “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement involving anything other than the payment of cash consideration solely by you without our prior written consent, which may not be unreasonably withheld.

  8. Termination. Prebid may terminate or suspend your access to the App, in whole or in part, without notice at any time at its sole discretion. Upon any such termination or suspension, your right to use the App or access any information stored in your account will terminate immediately. Notwithstanding any such termination, any provisions of these Terms that by their nature are intended to survive, will survive termination.

  9. Updates to the Terms and App. Prebid may change the Terms or App (including, without limitation, the removal or addition of features or functionality, including, for example, automatically downloaded updates or features) at its sole discretion at any time without notice to you by posting the updated version of these Terms in the App or updating the App, as applicable. Your continued use of the App after Prebid posts changes to the Terms constitutes your acceptance of the modified Terms.

  10. General. These Terms are governed by New York law, excluding its conflicts of laws rules. The jurisdiction and venue for all disputes hereunder will be the state and federal courts in the county and state of New York, and the parties hereby consent to personal jurisdiction in those courts. Prebid may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or assign, transfer or sublicense your rights to use the App. Any notice or other communication to be given by you hereunder will be made in writing and sent to us at the following mailing address: 28 West 23rd Street, 4th Floor, New York, NY 10010.