Maximus: Automated Media Buying Platform for Native Advertising

Last Updated: August 24, 2017

By using website located at maximus.live (the "Site"), as well as any campaign optimization services provided in connection with the Site (the "Services"), you agree to abide by these Terms of Use, as they may be amended by Maximus.live (hereinafter referred to as "Company," "us," "we," and "our") from time to time in its sole discretion. Any use of the Services will also be subject to your agreement to abide by the Terms of Service.

Company will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Site and the Services.

BY USING THIS SITE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

PRIVACY POLICY. Company respects your privacy and permits you to control the treatment of information submitted via the Site, including but not limited to your name, company name, physical address, billing address, telephone number, facsimile number, e-mail address, website address, tax payer ID number, credit card information, or other billing or payment information, and other identifying information (“Personal Information”). A complete statement of Company’s current Privacy Policy can be found by clicking here. Company’s Privacy Policy is expressly incorporated into this Agreement by this reference.

REGISTRATION. To open an account to use and/or access certain areas of the Site and the Services, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Company immediately regarding any unauthorized use of your account, user name, and/or password. Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password. Company, in its discretion, may modify, edit, suspend, restrict access to, or terminate the Site or the Services at any time without liability or prior notice for any reason or no reason at all.

COMPLIANCE. When accessing the Site and/or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site and the Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, "Content") in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

Company expressly reserves all right, title and interest in and to the Site and the Services and all processing, analytics, data and other software and technology used by Company in the provision of the Site and the Services, including, without limitation, any derivatives, improvements, enhancements or extensions of the Site and the Services conceived, reduced to practice or otherwise developed by or on behalf of Company, all of which are valuable assets of Company, together with any copyright, patent or trademark or other intellectual property rights, or federal or state rights, pertaining thereto.

You have sole responsibility for the accuracy and quality of any data submitted through the Site or the Services (“Your Data”) and for ensuring that your collection and use of Your Data, as well as use of the Site and the Services complies with all applicable laws. You hereby represent and warrant that the You will comply with all U.S. and foreign laws, rules, regulations, and industry standards and guidance applicable to Your use of the Site and the Services, including, but not limited to the Telephone Consumer Protection Act, 47 U.S.C. §§ 227 et seq. (“TCPA”), the Federal Trade Commission Act (“FTC Act”), all FTC rules, regulations, and guidelines, the Child Protection and Obscenity Enforcement Act, 18 U.S.C. §§ 2257 (“Section 2257”), the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101 et seq., and the CAN-SPAM Act of 2003, as amended, together with any analogous state rules or regulations relating to online advertising, business opportunities, dietary supplements, commercial electronic mail, telemarketing, endorsements, or health or medical claims. You will not engage in any activities in or through the Site and the Services that are illegal, infringing, defamatory, obscene, offensive, or otherwise objectionable.

ALLEGED VIOLATIONS. Company reserves the right to modify, suspend, restrict access to, and/or terminate your use of the Site and/or the Services without liability or prior notice. To ensure that Company provides a high quality experience for you and for other users of the Site and the Services, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Services. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Services by others.

NO WARRANTIES. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE AND THE SERVICES AVAILABLE "AS IS" AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE OPERATION OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE OPERATION OF THE SITE OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES; AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES; OR THAT THE OPERATION OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. COMPANY DOES NOT HAVE ANY RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY DATA OR COMMUNICATIONS. YOU ACKNOWLEDGE THAT AN INTERRUPTION IN THE SITE OR THE SERVICES DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF COMPANY SHALL BE CONSIDERED A FORCE MAJEURE EVENT. FURTHER, COMPANY DISCLAIMS ALL RESPONSIBILITY, WARRANTIES, AND LIABILITY FOR DELAY, INTERRUPTION, OR INEFFICIENCY ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR THAT OF ANY OTHER THIRD PARTY.

LIMITED LIABILITY. COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. Company will not be a party to, and will have no responsibility or liability for, any transaction negotiated or arranged in connection with this Site or the Services. Any disputes arising from a third party’s services must be resolved directly between you and the third party. Company disclaims all warranties or representations regarding any third party services. Company’s maximum liability shall not exceed the amount of fees paid by you to Company in the preceding six months.

AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites; Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and is not responsible for, the accuracy, currency, content, or quality of any services or downloads you receive from a third party, and that, Company is not affiliated with any third party that you may link to through the Site. You expressly agree to indemnify Company from any claims you may have against a third party that you linked to or accessed via Company’s Site.

PROHIBITED USES. Company imposes certain restrictions on your permissible use of the Site and the Services. You are prohibited from violating or attempting to violate any security features of the Site or the Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, the Services, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or through the Services, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Site or the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services; (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or the Services; (g) transferring, leasing, lending, sublicensing, reselling, or otherwise distributing or allowing third party access to any portion of the Site or the Services, including, but not limited to, by sharing your access username and password; or (h) using, posting, transmitting, or introducing any device, software or routine which interferes or attempts to interfere with the operation of the Services. Any violation of system or network security may subject you to civil and/or criminal liability.

INDEMNITY. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

RELATIONSHIP. The parties are independent contractors. No partnership, franchise, joint venture, agency, fiduciary or employment relationship exists between the parties. No exclusive relationship exists or in any way prevents Company from providing the Site or the Services to other parties.

ARBITRATION AND GOVERNING LAW. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of New York, without reference to their rules regarding conflicts of law. Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, and/or the use of the Site or the Service shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, New York. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause. In no event shall the arbitrator(s) have any authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Irrespective of the outcome of arbitration, each party shall bear its own costs and expenses, including its own attorneys’ fees, and an equal share of the arbitrator(s)’ fees and administrative fees of arbitration. The arbitrator(s) shall not determine or award any alternative allocation of costs and expenses, including any attorneys’ fees.

SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

NO LICENSE. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.

NEW YORK USE ONLY. The Site is controlled and operated by Company from its offices in the State of New York. Company makes no representation that any of the Site or the Services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site and the Services shall not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than New York.

MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Services; and (c) discontinue the Site and/or the Services at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site and/or the Services following notice of any revision, you shall abide by any such revision.

ACKNOWLEDGEMENT. BY ACCESSING THE SITE AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.