Terms of Service
Please read this terms carefully before registering for Marmalads DSP. Participation in these services indicates that you accept this terms including any changes or modifications we may make. If you do not accept this terms, please do not register.
Marmalads AG has the right at any time, in its sole discretion to revise, update, or otherwise modify these Terms as well as the content and Services available on Marmalads DSP. We reserve the right to make any such Modifications, effective immediately, to maintain the security and integrity of Marmalads DSP, our users’ access information or to comply with any laws or regulations.
Marmalads has the right to change these terms at any time without advance notice, so please review these terms and conditions on a regular basis to stay aware of any changes. Any Modifications will be effective when posted.
1. Definition of Services
“Services”, as used in these terms, includes all services that Marmalads DSP makes available to you, including but not limited to the Marmalads DSP and the Marmalads open ad marketplace.
Subject to the timely payment of all required fees, Marmalads grants you a limited, revocable, non-exclusive, non-assignable right to use Marmalads DSP solely to: search for, bid on and purchase ad inventory; store and catalogue your display ads; serve ads using our built-in ad server; track the results of your ad campaigns and creatives.
3. Limitation on Rights Granted
Customer hereby grants Marmalads a non-exclusive, royalty-free, worldwide right and license to reproduce, transmit, distribute, display and otherwise use all or some of the Advertisement for the purpose of carrying out Marmalads obligations under this Agreement and to perform the Services.
In addition, Customer hereby grants Marmalads the right to display Customer’s logo and description on Marmalads website or any other media as part of Marmalads’s client list.
4. Prohibited Usage
The above list is for illustrative purposes only, and is not intended to provide an exhaustive list of prohibited activities. If you have any doubt as to whether your intended use of the Services is prohibited under this agreement, you should contact Marmalads account managers. Only written confirmation signed by an authorized Marmalads officer is acceptable proof that your intended activity is permitted.
You are prohibited from using the Services in any manner not expressly permitted under this agreement. For example, you are not permitted to:
- access the Services using an anonymizing proxy;
- use a credit card to fund your account or pay fees without the authorization of the credit card holder;
- gain, or attempt to gain, access to the Services, or any portions of the Services, for which you are not authorized by Marmalads;
- advertise anything illegal, engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fees, fines, penalties or other liability to Marmalads or any of its affiliated companies, or to you;
- spread, or facilitate the spread of, any viruses, worms or other malicious computer programs that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- infringe upon any party’s copyright, patent, trademark, trade secret or other
- intellectual property rights, or rights of publicity or privacy;
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or making available the Services, except as expressly contemplated herein;
- frame, or utilize framing techniques to enclose, any of Marmalads trademarks, logos or other proprietary information (such as images, text, page layouts and forms);
- use any robot, spider, other computer program, or manual process, to monitor or copy the Services, or any portion of the Services;
- scrape any ads that have been served using the Services, or use any other automated means of data extraction to access, query or otherwise collect any information related to ads that have been served using the Product;
- make any information derived from the Services available to others as a form of market research or competitive intelligence; or,
- do anything that could disable, overburden or impair Marmalads, or its partner’s, servers, or the proper operation of the Services (such as a denial-of-service attack).
5. User Account
You warrant to Marmalads that you have the full power, authority and legal capacity to enter into this agreement. If you are entering into this agreement on behalf of a corporation or other entity, you warrant to Marmalads that:
- you have the full power, authority and legal capacity to enter into this agreement on behalf of such corporation or other entity;
- and, this agreement constitutes a legal, valid and binding obligation of such corporation or other entity.
Marmalads reserves the right to cancel or disable or terminate any accounts that are inactive for a period of three (3) months. “Inactive” will be defined as an account that has not been accessed via log-in for a period of three (3) months.
6. Confirmation of information
You may be required to provide further information, take steps to confirm ownership of an email address, or provide copies of identifying documents.
You authorize Marmalads, or a third party representative, to:
- make any inquiries it considers necessary to validate either your identity or any of the information that you have provided; and,
- conduct credit and/or background searches on you and your corporation or other entity.
You must ensure that all information that you provide to Marmalads is true, accurate, complete and current. If any of the information is, or becomes, incorrect, you must immediately provide Marmalads with correct information.
7. Ad Eligibility Requirements
Due to the fluid nature of Marmalads business, some or all of the above requirements may change over time. You must review each on a regular basis to ensure your on-going compliance.
All ads that you upload to the Marmalads self-serve DSP must:
- comply with Marmalads’s technical requirements. These are updated from time to time, and will normally be communicated to you within the self-serve DSP;
- not violate any applicable law or regulation;
- not infringe in any manner upon the copyright, patent, trademark, trade secret, or any other intellectual property right of any third party;
- not contain any defamatory, obscene, deceptive, illegal, gambling-related, or hateful content or subject matter or message;
- not contain any “virus”, “Trojan Horse”, “worm”, “disabling”, “lock out” or any other malicious code as such terms are understood in the computer industry;
- comply with the applicable rules of the website publisher upon whose site you want your ads served. These rules define the kind of ads that the publisher deems permissible, and are updated from time to time. The latest version of such rules can be found within the DSP. If you are uncertain as to whether your ad meets the publisher’s guidelines, you should contact a Marmalads representative prior to uploading your ad in order to avoid interruptions, penalties, account suspension or closure; and,
- comply with the applicable laws in Switzerland and the country in which you live, and any country where your ads are served.
8. Ad Responsibility
You are solely responsible for all ads that you create, upload or traffic using the Services. Marmalads is not liable for any loss or damage that your ads may cause to you or others. You represent to Marmalads that you have all rights and permissions necessary to traffic your ads using the Services. If any damage was caused by your ads to a third party partner, Marmalads reserves the right to pass your contact details to affected party.
9. Ad Quality Review
Marmalads must approve each ad that you upload before you will be permitted to begin displaying such ad. Marmalads partner with third party company that scans all advertising material for malware or other malicious content entered into the Marmalads self-serve DSP. To increase the likelihood that your ad will be approved, you should ensure that your ad fits within the size parameters specified and complies with all of the applicable submission requirements, does not contain any malicious or prohibited content and comply with IAB policy.
Ads may periodically review live ads to ensure on-going compliance with submission requirements, even if an ad has already been approved. Marmalads reserves the right to remove any ad that it believes is non-compliant with its ad eligibility requirements, or for any other reason. In addition to removing an ad, Marmalads may also suspend and/or delete your account.
11. CPM limits for creatives
Please kindly be aware, Marmalads DSP sets CPM floors for banner creatives — $0.20.
By bidding on ad inventory through the Marmalads self-serve DSP, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such inventory. Purchases are non-cancellable. Ad inventory purchases are calculated using Marmalads’s statistics and data. If these differ from any other statistics or data, Marmalads’s measurements will prevail.
13. Payment Methods
Your use of the Services requires prepayment of all applicable fees which may be due to Marmalads in connection with the Services (the “Payments“). The following provisions apply to Payments and payment methods (“Payment Method” or “Method“). You must prepay for the Services using PayPal or wire transfer. Other payment options may be available, so please contact us for additional information.
Your use of the Services requires prepayment of at least $500.00 for the first time and $500.00 minimum deposit each time you refill your account.
All monetary amounts related to the Services shall be U.S. dollars.
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, as applicable).
Marmalads uses third-party providers to process payments. As such, Marmalads is unable to make any guarantees as to how long it will take to post funds to your account. If you send a wire transfer or use PayPal, the processing and posting of funds to your account may take a few days.
If your Account is inactive for a six-month period (i.e., you have not added more Deposited Funds, you have not purchased any ads or did not log into your account during 6 months), your Account balance will be charged as an inactive fee, meaning your balance will be $0.00 and your account will be closed. Marmalads may, but has no obligation to, give you prior notice of the imposition of any inactive fee.
If your Account is inactive for a three-month period after your first payment (i.e., you have not started running any campaigns), your Account balance will be charged as an inactive fee, meaning your balance will be $0.00 and your account will be closed.
14. Account Responsibilities
You are solely responsible for ensuring the accuracy of all information you provide in accessing the Services such as entering bid prices, bid criteria, destination URLs.
You are solely responsible for campaign launch after all Delivery Filters are set.
Customer is responsible for any applicable sales, use, gross receipts, value added or transaction-based taxes, in excess of any and all fees payable in connection with the Service except for taxes on income paid or payable by Marmalads.
You can delete your account at any time by providing Marmalads with written notice that you wish to do so. Marmalads will refund the unused balance in your account (if any), minus an administrative fee of 15% and a Paypal or a bank fee, within 30 days.
Marmalads will only send refunds to the source from which payment was made. You may be required to provide additional information or documentation in order for Marmalads to confirm your identity, before any refund request will be processed. Marmalads shall not provide refund to the Advertisers who entered malware, malicious advertising materials or any kind of prohibited content (Autoredirect, Offensive Content, Deceptive Ad, Gambling, Adult, Dating, Alcohol/Tobacco) to Marmalads self-serve DSP (detected by the third party partner, as mentioned above). In this case, Marmalads reserves the right to suspend user’s account until he/she will provide safe advertising materials.
You hereby agree to defend, indemnify and hold Marmalads, and its affiliated companies, and each of their respective directors, officers, employees, consultants and agents harmless from any losses, damages, or costs arising from your use of the Services, or your breach of this agreement. This includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads infringe upon any person’s intellectual property or other rights.
18. Intellectual Property
Marmalads needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future.
By using the Services, you:
- grant to Marmalads DSP, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time; and,
- grant to Marmalads, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferrable, irrevocable right to collect, use and modify any data related to your ads;
- grant to Marmalads, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferrable, irrevocable right to use your name, logo and ads on each of their respective websites and promotional materials; and,
- represent to Marmalads that you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.
Marmalads property. ‘Marmalads’, ‘marmalads.com’, the logo and the illustrations on the website are, and remain, trademarks of Marmalads AG, its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without Marmalads’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Marmalads, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without Marmalads’s prior written consent. You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of Marmalads, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.
You grant Marmalads and its affiliated companies permission to identify you as a customer. This includes using your name, trade name and trademark (if applicable), and generally describing your business in their marketing materials and website.
19. Demand Side Self-Serve Platform Disclaimer
No representations or warranties for demand side self-serve platform. Marmalads’s demand-side platform is provided to you by Marmalads on an ‘as is‘ and ‘as available‘ basis. Marmalads makes no representations or warranties of any kind, express or implied, as to the operation of the Marmalads self-serve demand side platform or any information, content or materials it contains. Marmalads expressly disclaims any and all representations, warranties and conditions, express and implied, including any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for a particular purpose, suitability for a particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the Marmalads self-serve demand side platform or the information, content or materials it contains. Marmalads does not represent or warrant that the Marmalads self-serve demand side platform is accurate, complete, reliable, current, or free of errors, viruses or interruptions. Marmalads is not responsible for, and will not be liable to you in respect of, unauthorized access of your account by third parties through illegal or unauthorized means (including access through exploitation of security gaps, weaknesses or flaws, whether or not such are known to Marmalads at the time). You expressly agree that your use of the Marmalads self-serve demand side platform is entirely at your sole risk.
Liability for Marmalads self-serve demand-side platform.
If the Marmalads self-serve demand-side platform ad server functionality fails to serve your ads as required, Marmalads will reimburse you for the amounts that you paid to Marmalads for the ads that were not served. In no event will Marmalads, or any of its affiliated companies, be liable to you (or any other party) for any special, direct, indirect, incidental or consequential damages of any kind whatsoever (including loss of profits, loss of business opportunities, costs of substitutes, legal fees and court costs) exceeding the amount that you paid to Marmalads for the ads that were not served, even if such damages are reasonably foreseeable.
Marmalads will use commercially reasonable efforts to provide the Services on an on-going basis, however, for a number of reasons, the Services may be inaccessible, unavailable or inoperable from time to time. This may be the result of: (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or, (iv) other reasons beyond Marmalads’s control. These circumstances, or others, may affect the availability of the Services and availability is not guaranteed.
Internet inherently insecure.
Limitation of liability.
Liability of Marmalads, its officers, directors, employees, contractors, agents, and other authorized third parties for all claims relating to this terms or your use of the services or the website will be limited subject to applicable law, Marmalads, its officers, directors, employees, contractors, agents, and other authorized third parties are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, (c) use of software or hardware that does not meet Marmalads systems requirements, (d) errors in calculations, programming or algorithms, (e) information obtained from third parties, (f) loss of profits or revenue, even if Marmalads has been advised of the possibility of such damages. The above limitations apply even if Marmalads and its affiliates and suppliers have been advised of the possibility of such damages. Marmalads will not be liable, or considered in breach of the agreement, on account of a delay or failure to perform under the agreement as a result of causes or conditions that are beyond Marmalads’s control. Marmalads will not be held liable or responsible for any actions or inactions of its affiliates. Customer understands and agrees that participation in Marmalads DSP is solely at customer’s own discretion and at customer’s own risk.
You specifically acknowledge and agree that neither Marmalads, nor its affiliates companies, 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.
20.1 Deletion or suspension of your account
Marmalads reserves the right to suspend or delete any account in its sole discretion. If Marmalads suspends or deletes your account: (i) Marmalads is not obligated to provide you with a reason for its actions; and, (ii) Marmalads will refund the full unused balance remaining in your Account, if any, within 30 (thirty) days of receiving written instructions from you as to where to refund the balance, except cases when an advertiser has entered malware or other malicious advertising materials to Marmalads self-serve demand side platform. In this case, Marmalads reserves the right to suspend user’s account without providing the refund.
20.2 Deletion of your account for the breach
If you breach any of the terms of this agreement, Marmalads may suspend or delete your account. If Marmalads deletes your account for breach of the terms of this agreement, Marmalads will refund the unused balance remaining in your account, if any, minus liquidated damages in an amount equal to 50% of such remaining balance, within 30 (thirty) days of receiving written instructions from you as where to refund the balance. You may be required to provide additional information or documentation in order for Marmalads to confirm your identity, before any refund request will be processed.
20.3 Related Accounts
If Marmalads deletes your account your right to access the Services immediately terminates. You will not be permitted to open a new account. If Marmalads suspects that you are operating, or associated with, another account (based on its analysis of subscriber data, account content and other information), Marmalads may suspend or delete such ‘related’ account, as well.
20.4 Effect of deletion or closing
If your account is suspended or deleted, your right to access the Services immediately terminates. In such case, you must immediately destroy all copies of downloaded materials in your possession or control, and immediately cease accessing the Services.
You must keep all information and data made available to you through the Services (including publisher information, publisher website statistics and inventory prices) strictly confidential, and not use such information and data for any purpose other than your own internal use.
Marmalads does not pay for any suggestions regarding the Services, or any improvement to processes, procedures, marketing or any other matter (collectively “Suggestions“). Any Suggestions that you submit to Marmalads become the property of Marmalads. Marmalads will not: compensate you for any such Suggestion; have any obligation of confidentiality with respect to any such Suggestion; or, be liable to you for any use or disclosure of any such Suggestion. You grant Marmalads a royalty-free, irrevocable, unrestricted, non-exclusive, sub-licensable, assignable, worldwide license to use, modify, copy, sublicense, transmit, publish, create derivative works from, publicly perform and display any Suggestion for any purpose, commercial or otherwise, without compensation or liability to you or to any third party.
20.8 No joint venture
No joint venture, partnership, employment or agency relationship exists or is created between you and Marmalads, or any of its affiliated companies, as a result of this agreement or your use of the Services.
The division of this agreement into sections and subsections, and the insertion of headings, is for convenience of reference only. It is not intended to affect the construction or interpretation of this agreement.
You may not transfer or assign any rights or obligations you have under this agreement without Marmalads’s prior written consent. Marmalads may transfer or assign this agreement, or any right or obligation under this agreement, at any time, and is not required to provide you with notice of such assignment. Upon such assignment, the assignee becomes responsible for, and you release Marmalads from, all of Marmalads’s assigned obligations.
This agreement inures to the benefit of and binds you and Marmalads, and your/Marmalads’s respective heirs, executors, administrators, successors and permitted assigns, as applicable.
The invalidity or unenforceability of any provision of this agreement does not affect the validity or enforceability of any other provisions of this agreement, and any such invalid or unenforceable provision is deemed to be severable.
20.13 Force majeure
In addition to applicable disclaimers stated above, Marmalads’s performance under this agreement is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
20.14 Governmental or other subpoenas
Marmalads may be subpoenaed by governmental entities or others to provide information relative to your account. Marmalads has no obligation to inform you of any subpoena or response to any subpoena, and you agree that Marmalads will have no liability to you for disclosing information in response to a subpoena.
Marmalads will provide you with any required notice by: posting it in the Services; emailing it to the email address listed in your account; or, mailing it to the street address listed in your account. Such notice is deemed to have been received by you immediately upon it being posting to the website or sent to you by email (unless we receive notice that the email was not delivered).
20.16 Changes to Agreement
Marmalads has the rights to modify, add or remove any terms or conditions of this Agreement (“Changes“). You will be notified of any Changes through a posting on the Website, a notification in the Services or via email. All Changes are effective immediately upon posting (“New Effective Date“). The most recent version of this Agreement can always be found at marmalads.com. You agree to review this Agreement from time to time. Any subsequent use by you of the Services following the New Effective Date constitutes your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify your account manager or Marmalads officers via email at: email@example.com.
20.17 Entire Agreement
The agreement, as amended from time to time, constitutes the entire agreement between you and Marmalads for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. You cannot change the terms of this agreement, nor can any Marmalads sales representative.
20.18 Governing Law
This Agreement shall be governed by and construed in accordance with the Laws of the Switzerland.