The Service provides you with recommendations ("Recommendations") for news articles, graphics, photographs, images, illustrations, software, audio clips and video clips ("Content"). Some Recommendations may consist of Content that our customers pay us to promote ("Promoted Content"). These Recommendations generate revenue ("Promotional Revenue") for the Site from customers selected by Engageya in its sole discretion. If you use the Service without registering on the Site, this Recommendation functionality will be automatically provided as part of the Service. If you register on the Site, you may control the settings for the Recommendation functionality, as described on the Engageya Dashboard and in Section 6 below.IV. LICENSE OF Engageya SERVICE
C. LICENSE RESTRICTIONS. You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("Spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories. You shall implement the Services in a timely manner in accordance with all reasonable instructions provided to you by Engageya from time to time.
G. NO OTHER LICENSES. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Engageya to you by implication or estoppel.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.VII. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Engageya may be required to send you emails regarding your use of the Service; however, we will never ask you to submit additional personal information or to verify the status of information related to your account in any such email. You acknowledge that Engageya may establish limits concerning use of the Service and may modify these limits at any time.VIII. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
Limited License to Use Content. If you are a Partner, by submitting any Content, you hereby grant Engageya a limited, non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos ("Partner Marks") in any of the following: (i) on the Site, any Engageya blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that a Partner might expect Engageya to use its Partner Marks.IX. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service.X. TERMINATION
You agree that Engageya, in its sole discretion, may terminate your password, or account, and remove and discard any content within the Service, for any reason, including and without limitation, the lack of use, or if Engageya believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Any contracts, verbal or written or assumed, in conjunction with your deleted account and all its parts, at Engageya's discretion, will be terminated as well. Engageya may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that Engageya may immediately deactivate or delete your Engageya account and all related information and files. Engageya reserves the right to bar any further access to such files or the Service. You agree that Engageya shall not be liable to you or any third-party for any termination of your access to the Service.XI. ADVERTISEMENTS AND PROMOTIONS
You understand and agree that some or all of the Service may include advertisements and that these advertisements are necessary for Engageya to provide the Service. You also understand and agree that you will not obscure any advertisements from general view via HTML/CSS or any other means. By using the Service, you agree that Engageya has the right to run such advertisements with or without prior notice, and without recompense to you or any other user. The manner, mode and extent of advertising by Engageya on your Content and throughout the Service are subject to change at Engageya's discretion. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Engageya shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.XII. LINKS
The Service, or relevant third parties, is providing links to other web sites or resources. Because Engageya has no control over such sites and resources, you acknowledge and agree that Engageya is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Engageya shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.XIII. Engageya CONTENT
You agree to follow the following guidelines for posting Content to Engageya:
1. All Content posted to Engageya in any way, is the responsibility and property of the author. Engageya is committed to maintaining the Service in a manner reasonably acceptable to all audiences but is not responsible for the monitoring or filtering of any account Content. Those users posting material not suitable for all audiences must agree that they are fully responsible for all the Content they have posted anywhere on the Service. Should Content be deemed illegal by such law having jurisdiction over the user, you agree that Engageya may submit all necessary information to, and cooperate with, the proper authorities;
2. Should any Content that you have authored be reported to Engageya as being offensive or inappropriate, Engageya might call upon you to retract, modify, or protect (by means of private and friends only settings) the Content in question within a reasonable amount of time, as determined by the Engageya staff. Should you fail to meet such a request from Engageya staff, Engageya may terminate your account. Engageya, however, is under no obligation to restrict or monitor account Content in any way;
3. Engageya claims no ownership or control over any Content posted by its users. The author retains all patent, trademark, and copyright to all Content posted within available fields, and is responsible for protecting those rights, but is not entitled to the help of the Engageya staff in protecting such Content. The user posting any Content represents that it has all rights necessary to post such Content (and for Engageya to serve such Content) without violation of any intellectual property or other rights of third parties, or any laws or regulations;
4. Engageya reserves the right, without limitation except by law, to serve any user Content on the web, through the downloadable clients and otherwise. Engageya also reserves the right, without limitation, to resell any portion of a user's Engageya back to that individual;
5. You acknowledge that Engageya does not pre-screen Content, but that Engageya and its designees shall have the right (but not the obligation) in their sole discretion to remove or refuse to remove any Content that is available through the Service. Without limiting the foregoing, Engageya and its designates shall have the right, but not the obligation, to remove any content that violates the TOS or is otherwise objectionable, or that infringes or is alleged to infringe intellectual property rights. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Furthermore, Engageya reserves the right to limit access to your account, if found in violation of the TOS, including without limitation the Member Conduct described below, by removing the account and related user information from the member directory, search engine, and all other methods used in conjunction with finding Engageya's users. 5. You acknowledge that Engageya does not pre-screen Content, but that Engageya and its designees shall have the right (but not the obligation) in their sole discretion to remove or refuse to remove any Content that is available through the Service. Without limiting the foregoing, Engageya and its designates shall have the right, but not the obligation, to remove any content that violates the TOS or is otherwise objectionable, or that infringes or is alleged to infringe intellectual property rights. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Furthermore, Engageya reserves the right to limit access to your account, if found in violation of the TOS, including without limitation the Member Conduct described below, by removing the account and related user information from the member directory, search engine, and all other methods used in conjunction with finding Engageya's users.XIV. Engageya.COM PROPRIETARY RIGHTS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Engageya EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) Engageya MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITYTHAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Engageya.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.XVII. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Engageya SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Engageya HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.XVIII. U.S. GOVERNMENT RESTRICTED RIGHTS
The materials on Engageya are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgment of Engageya's proprietary rights in them.XIX. INDEMNIFICATION
The TOS constitutes the entire agreement between you and Engageya and governs your use of the Service, superseding any prior agreements between you and Engageya (including, but not limited to, any prior versions of the TOS) and any prior representations by Engageya. The laws of the State of California, U.S.A, shall govern the TOS and the relationship between you and Engageya, without regard to its conflict of law provisions. You and Engageya agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California, U.S.A. The failure of Engageya to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.XXI. REVISIONS
Engageya may at any time revise these Terms of Service by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then-current Terms of Service to which you are bound.XXII. PUBLISHERS AGREEMENT
Publisher will issue invoices to Engageya on a monthly basis, after the end of the month during which the ads were shown. Failure to submit an invoice within 180 days of month end during which the ads were shown, will render the invoice void and Engageya will not be obligated to honour payment thereof. The invoice shall cover only activity that meets the criteria specified in these TOS. Unless otherwise specified on an IO, invoices shall be based on Publisher’s deliverable measurements, as tracked by Engageya's reporting system. In the event of any contradiction between Engageya's and Publisher's tracking system, Engageya's tracking system will prevail.XXIII. PUBLISHERS AGREEMENT - DATA PROTECTION ADDENDUM
2. This addendum is part of the agreement (and terms and conditions) that is signed between EngageYa and the publisher.
3. Role of the parties: EngageYa and the publisher both acknowledge and agree that in regards to the processing of Personal Data, both parties are acting “controllers”. EngageYa and the publisher share a “joint control” over the end user personal data processed during the usage of EngageYa’s content recommendation platform, installed on the publisher website.
4. Rights of Data Subject:
1. Publisher working with EngageYa shall be responsible for operating in a transparent manner, keeping the end user rights (Data Subject Rights) under the EU Data Protection Laws (GDPR).
4. EngageYa shall maintain Data Subject Rights, providing (1) an Opt Out mechanism, (2) enabling the data subjects to obtain their personal data or (3) erasing it upon their request.
1. Both parties shall ensure their personnel engaged in the processing of Personal Data are informed of the nature of the Personal Data and that confidentiality obligations are maintained.
2. Both parties shall ensure that access to Personal Data is limited to those personnel performing services in accordance to the agreement.
3. Both parties shall appoint a Data Protection Officer (DPO). EngageYa DPO may be reached at firstname.lastname@example.org. Publisher should present EngageYa with its DPO contact information upon signing this agreement.
6. List of 3rd parties: publisher shall disclose its partnership with EngageYa’s to its end users, as part of a comprehensive list of 3rd parties and sub processors it is engaged with. Publisher shall ensure that such list is available on the publisher public website.
1. Both parties shall maintain appropriate technical and organizational measures for protecting the security of its physical and virtual assets.
2. Personal Data Breach. Definition: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed. In case of a breach, Publisher shall notify EngageYa without undue delay upon becoming aware of a Personal Data Breach affecting EngageYa’s end user Personal Data, providing sufficient information to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the EU Data Protection Laws