Publisher Terms of Service
These Publisher Terms of Service (“Agreement”) are a legal agreement between you (either an individual or any entity, referred to herein as “you,” “your,” or “Publisher”) and Trivver, Inc. (“Trivver,” “we,” “our,” or “us”) governing your use of Trivver’s software development kit files, tools, programs, and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively, the “Publisher Tools”) including through our website, mobile application, and/or other platforms (the “Platforms”). Please read this entire Agreement carefully, including without limitation, any linked terms and conditions, privacy policies, or other policies appearing or referenced below, which are hereby made part of this Agreement. To access the Publisher Tools, you must accept all of the terms of this Agreement. If you are an individual representing an entity, you acknowledge that you have the requisite authority to accept this Agreement on behalf of such entity.
License Grant to Publisher
Subject to the terms and conditions in this Agreement (as a condition to the grant below), Trivver hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term (as defined herein) solely to: (a) use the Publisher Tools to access information created or retained in a Trivver Publisher account, including but not limited to, any 3D, AR, and VR data and information made available to you through the Publisher Tools or by any other means authorized by Trivver, and any copies and derivative works thereof (“Content”); (b) use of the Trivver Publisher account, allowing your access to content including advertising materials from Trivver’s advertisers (“Advertisers”) for your use and display in connection with your Service; (c) use Trivver’s payment processing services in connection with the applications, websites, products or services you operate and offer that interact with Publisher Tools (your “Service”); (d) copy a reasonable amount of and display the Content on and through your Services to end-users, as permitted by this Agreement; (e) modify Content only to format it for display on your Services.
License Grant to Trivver
You hereby grant Trivver, and Trivver accepts a non-exclusive, worldwide, fully-paid, royalty-free, non-transferable, non-sublicensable revocable license during the Term to access, index, and cache by any means, including web spiders and/or crawlers, any webpage, application, or other platform on which you display Content.
To access the features of the Publisher Tools and Content, you will need to create a Trivver Publisher account by providing personal details such as your name, contact information, and payment information (“Publisher Account”). You may never use another Publisher’s or user’s account without permission. When creating your Trivver Publisher Account, you must provide complete and accurate information. You are solely responsible for the activity that occurs on your Trivver Publisher Account, and you must keep your account password secure. If a breach of security or unauthorized use of your Publisher Account has occurred, you must notify Trivver immediately. Trivver will not be liable for your losses caused by any unauthorized use of your account, but you may be liable for any losses Trivver has incurred due to such unauthorized use.
Use and Restrictions regarding Publisher Tools
Your use of the Publisher Tools is further subject to the following limitations, as well as in any Trivver documentation, instructions, or guidelines accompanying Publisher Tools, or as otherwise provided to you by Trivver.
- You will use the Publisher Tools and operate the Services which access the Publisher Tools only as permitted by law, including, but not limited to, laws regarding the import or export of data or software, privacy or local laws;
- If Trivver provides you Publisher credentials, security codes, or client IDs, you are required to use them with the applicable Publisher Tools and Content;
- You are fully responsible for the security of data on your site and processed via your Services (including at your sole cost and expense), and you also agree that your Services, at all times, will be compliant with applicable payment card and application data security standards. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of your Services, including access by viruses, worms, or any other harmful code or material. You will immediately notify Trivver if you know of or suspect any breach of security or potential vulnerability of any of your Services that may damage, interfere with or otherwise impact the Publisher Tools or any Content. You will promptly remedy such breach or potential vulnerability; and
- You will not misrepresent or mask either your identity of your Service’s identity when using the Publisher Tools or Publisher accounts.
In addition, you will not, nor will you permit any other party to:
- Reverse engineer, decompile, disassemble, or translate the Publisher Tools, or attempt to derive source code, trade secrets, or know-how in or underlying the Publisher Tools, or any portion thereof;
- Interfere with, modify, disrupt, or disable features or functionality of the Publisher Tools, including without limitation, any mechanism used to restrict or control the functionality, or bypass, remove, deactivate, or circumvent any software protection of monitoring mechanisms of the Publisher Tools;
- Sell, rent, lease, sublicense, redistribute, create derivative works of, assign, transfer, or provide any access to the Publisher Tools or Content to any third party except as expressly permitted herein;
- Copy, translate, modify, create derivative works of, sell, offer for sale, lease, sub-license, distribute, or publicly display any of Trivver’s Advertiser’s content to any third party except as expressly permitted herein;
- Create a Service that functions substantially the same as the Publisher Tools or any Trivver service;
- Exceed or circumvent limitations on access and use of the Publisher Tools, including, but not limited to, exceeding reasonable request volume, and excessive and/or abusive usage;
- Authorize, encourage or permit any third party, whether directly or indirectly, to: (i) generate revenue, or impressions of or clicks on any advertisements or promotions within the Service, through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated requests, and/or the unauthorized use of other optimization services and/or software; and
- Not use the Publisher Tools or Content for any illegal, unauthorized, or other improper purpose.
If Trivver believes that you have attempted to exceed or circumvent these limitations, your ability to use the Publisher Tools and Content may be temporarily or permanently blocked by Trivver, in its sole and complete discretion.
Publisher Tools may allow for the submission of content, including by Trivver’s advertisers, and except as expressly provided in these terms, Trivver does not acquire any ownership of any intellectual property rights that you or the advertisers hold in the content that you submit using the Publisher Tools. By submitting, posting or displaying content to or from the Publisher Tools through your Service, you give Trivver a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute such content. However, Trivver will only use such content for the purpose of enabling Trivver to provide its services, the Publisher Tools, and only in accordance with the applicable Trivver privacy policies. Before you submit content via Publisher Tools and your Service, you must ensure that you have the necessary rights, authorizations, and permission, including any necessary rights, authorizations, and permissions from any and all applicable third parties, to grant us the license.
To benefit from use of the Publisher Tools, you must submit a credit or debit card (Visa, Mastercard, American Express, Discover, JCB, and Diners Club credit and debit cards) and/or bank account information (a “Payment Instrument”) through which you may receive amounts through our designated third-party online payment processor (currently, Stripe) in connection with any advertisements from Trivver and/or its Advertisers published through your Service. You authorize Trivver or our third-party online payment processor to store the Payment Instrument, along with other related transaction information, and bill (if applicable) and/or use the designated Payment Instrument as provided for herein. Our third-party online payment processor may hold amounts for up to 90 days as part of their delayed payments option.
You acknowledge that Trivver may modify or update the Publisher Tools from time to time, and at its sole discretion (each modification, an “Update”). You are required to implement and use the most current version of the Publisher Tools and to update your Services, as may be required as a result of the Update, at your sole cost and expense. Be aware that an Update may adversely affect the manner in which your Services access or communicate with the Publisher Tools or Content. By continuing access or use of the Publisher Tools following an Update will constitute binding acceptance of the Update.
Use of Trivver’s Marks
Trivver’s name, or logos that Trivver makes available to you, including via the Publisher Tools, Content, and/or Platforms (the “Trivver Marks”) may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. You may not create any derivative works of the Trivver Marks or use the Trivver Marks in a manner that creates or reasonably implies an inaccurate relationship, endorsement, sponsorship or association with Trivver. All use of the Trivver Marks, and all goodwill arising out of such use, will inure to Trivver’s sole benefit. You will not use the Trivver Marks expect as expressly authorized herein without Trivver’s written consent, and you will not remove, alter, or modify any proprietary notices or Trivver Marks on the Publisher Tools, Content, or Platforms. Additionally, you will not use any business names, trademarks, service marks, or logos in a manner that can mislead, confuse, or deceive users of your Services.
Intellectual Property Rights; Ownership
The Publisher Tools and Content are licensed, not sold, and Trivver retains and reserves all rights not expressly granted in this Agreement. You agree that Trivver and/or third parties own all legal right, title and interest in and to the Publisher Tools and Content, including any Intellectual Property Rights (or IP Rights) that subsist in the Publisher Tools and Content. “Intellectual Property Rights” of “IP Rights” mean any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights as well as all rights in know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdictions, or any treaty.
You agree not to do anything inconsistent with such ownership, including without limitation, challenging Trivver’s ownership of the IP Rights and Trivver Marks, challenging the validity of the license granted herein, or otherwise copying or exploiting the Trivver Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the Trivver Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Trivver, immediately assign in full such rights to Trivver.
From time to time, Trivver may solicit from you, or you may provide, in your sole discretion, suggestions for changes, modifications, improvements, or any other feedback related to any Publisher Tools, Content, or Trivver (collectively, “Publisher Feedback”). All Publisher Feedback shall be solely owned by Trivver, including all intellectual property rights therein, and shall also be deemed Trivver’s Confidential Information. You hereby assign all right, title, and interest in and to any Publisher Feedback to Trivver, and acknowledge and agree that Trivver has the unrestricted right to use and exploit such Publisher Feedback in any manner, without attribution, and without any obligations or compensation to Publisher.
You may be given access to certain non-public information, software, and specifications relating to the Publisher Tools and Content (“Confidential Information”), which is confidential and proprietary to Trivver. You may use this Confidential Information only as necessary in exercising your rights granted by this Agreement. You may not disclose any of this Confidential Information to any third party without Trivver’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature, and in no event with no less than a reasonable degree of care.
Trivver may terminate this Agreement for any reason or for no reason at any time. We may also suspend your access to the Publisher Tools if you have violated the terms of this Agreement, or any other agreement you have with Trivver, or Trivver’s policies, or provide any false, incomplete, inaccurate, or misleading information, or otherwise engage in fraudulent or illegal content. If your Trivver account is terminated or suspended for any reason or no reason, you agree (i) to continue to be bound by this Agreement; (ii) that all licenses granted herein immediately expire, (iii) to immediately stop using the Publisher Tools, Content, and Platforms; and (iii) that Trivver will not be liable to you or any third party for termination or suspension of access to the Publisher Tools, Content and/or Platforms, including without limitation, any and all liability for compensation, reimbursement, or damages in connection with your use of the Publisher Tools, Content, or Platforms. You may terminate this Agreement, and other Trivver agreements, by closing your Trivver account at any time (except as may be provided for in your other Trivver agreements) and/or ceasing your access to the Publisher Tools and use of all Trivver Content.
Disclaimer of Warranty
PUBLISHER TOOLS, CONTENT, AND PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PUBLISHER TOOLS, CONTENT, AND PLATFORMS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PUBLISHER TOOLS, CONTENT, AND PLATFORMS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRIVVER, OR THROUGH ANY PUBLISHER TOOLS, CONTENT, OR PLATFORMS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION THE FOREGOING, TRIVVER, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENT, DIRETORS, AND EMPLOYEES) DO NOT WARRANT THAT PUBLISHER TOOLS, CONTENT, AND PLATFORMS ARE ACCURATE, RELIABLE OR CORRECT; THAT PUBLISHER TOOLS, CONTENT, OR PLATFORMS WILL MEET YOUR REQUIREMENTS; THAT PUBLISHER TOOLS, CONTENT, OR PLATFORMS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT PUBLISHER TOOLS, CONTENT, OR PLATFORMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PUBLISHER TOOLS, CONTENT, AND/OR PLATFORMS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
Limitation of Liability
IN NO EVENT SHALL TRIVVER, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS, OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PUBLISHER TOOLS, CONTENT, OR PLATFORMS. UNDER NO CIRCUMSTANCES WILL TRIVVER BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF PUBLISHER TOOLS, CONTENT, PLATFORMS OR YOUR TRIVVER ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIVVER, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF PUBLISHER TOOLS, CONTENT, OR PLATFORMS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF PUBLISHER TOOLS, CONTENT, OR PLATFORMS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM PUBLISHER TOOLS, CONTENT, OR PLATFORMS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH PUBLISHER TOOLS, CONTENT, OR PLATOFRMS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH PUBLISHER TOOLS, CONTENT, OR PLATFORMS IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED USD $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TRIVVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.
You agree to indemnify and defend Trivver, including our respective employees, directors, agents, affiliates, and representatives, from and again any and all actions, demands, claims, and suits, losses, damages, judgments, tax assessments (including without limitation, reasonable attorneys’ fees) instituted by a person or entity arising out of: (i) your actual or alleged breach of your representations, warranties, or obligations under this Agreement; (ii) your wrongful or unpermitted use of the Publisher Tools, Content, or Platforms; (iii) the performance, promotion, sale, or distribution of your Services; (iv) your violation of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights; or (v) your violation of any law, rule, or regulation of the United State or any other jurisdiction. Trivver reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any agreement, which would in any manner, affect the right of Trivver, constitute an admission of fault or liability by Trivver, or bind Trivver in any manner, without the prior written consent of Trivver. In the event Trivver decides to assume control of the defense of such claim, Trivver shall not settle any such claim requiring payment from you without your prior written approval.
Choice of Law and Venue
Any claim and/or dispute that arises from your use of the Publisher Tools and Content shall be decided in accordance with the laws of the State of California. Subject to the arbitration provision below, you agree that any judicial proceedings (other than small claims actions in consumer cases) shall be brought in the state or federal courts located in Orange County, California, United States of America. You agree that such courts shall have personal jurisdiction over you and agree to submit to the jurisdiction and venue of such courts, and waive any objections based on inconvenient forum.
Any dispute, claim or controversy arising out of or relating to this Agreement, of the breach, termination, enforcement, interpretation or validity thereof shall be determined by arbitration in Orange County, California before a single arbitrator. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST TRIVVER. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. You and Trivver hereby expressly waive trial by jury. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If applicable, consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claim in their local small-claims court rather than through arbitration so long as their matter remains in small claims courts and proceeds only on an individual (non-class or non-representative) basis.
Notwithstanding the foregoing, you understand and agree that any use or dissemination of Trivver’s Confidential Information in violation of this Agreement will cause Trivver irreparable harm, and that monetary damages will not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, and that Trivver will have no adequate remedy at law. Therefore, Trivver shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction without requirement for bond. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
This Agreement, and any and all rights and licenses granted hereunder, may not be transferred or assigned by you, and any attempted transfer or assignment, whether in full or in part, will be null and void.
Ability to Accept Terms of Service
You affirm that you are more than the legal age in the territory in which you reside, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement.
Trivver’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the maximum extent possible under applicable law, and the remaining provisions will continue in full force and effect.
This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (whether oral or written) between the parties about the subject matter of this Agreement.
Modification of Agreement
We may amend this Agreement at any time with notice that we deem to be reasonable by posting the revised version on our website or communicating it to you through your Trivver account. The updated agreement will be effective as of the time it is posted. Your continued use of and access to the Publisher Tools and/or Content after the posing of an updated agreement constitutes your acceptance of such updated agreement.
Third Party Beneficiaries
Except as otherwise expressly stated in the terms of this Agreement, there are no third-party beneficiaries.
The terms of this Agreement do not create an agency, partnership, or joint venture among the parties.
Trivver Contact Info
Attn: Customer Service
20411 SW Birch Street, Suite 330
Newport Beach, CA 92660
Email: [email protected]
Updated: June 25, 2018