This below compilation of terms shall commence and be effective when you enter, browse, purchase, use service, and interact with the company personnel or any other activity within the website (www.djaxtech.com) and its sub pages. As dJAX Technologies is a multi-faceted concern with the company’s presence in other countries and registered in Bangalore ROC, India. The company adheres to all guidelines and protocols as proposed in the registered country.
2. PROVISION OF DJAX SERVICES, DJAX PRODUCTS AND DJAX SOLUTIONS
- 2.1 With effect from the Effective Date, dJAX Technologies shall be subject to the following Conditions:
- (a) Make available and allow users to access the provided dJAX services;em>
- (b) Make available as in-stock product and custom works to customers as listed on website based on availability.
- 2.2 You as a user acknowledge and agree that it is your responsibility to ensure that you have appropriate protection for your computers, software, data and applications including any systems that you use to access the dJAX services or any dJAX Technologies product or materials and that the company shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect your computers, computer systems, software, infrastructure or data as a result of their access of the DJAX services or use of the dJAX Materials.
- 2.3 You acknowledge that dJAX Technologies may immediately by notice suspend your access to the dJAX services (or any part thereof) and/or the dJAX products. Further dJAX Technologies shall not be liable for any loss or damage you may suffer or incur as a result of the suspension of your access to the company’s services (or any part thereof) and/or any dJAX product or material (or any part thereof).
- 2.4 You acknowledge and agree that dJAX shall not be liable for any loss or damage you may suffer or incur as a result of any service (or any part of a Service) or dJAX products (or any part thereof) being unavailable at any time.
- 2.5 You may use dJAX technologies’ products for obtaining dJAX services including any fixes, updates and upgrades thereto as may be provided by dJAX from time to time either as free or paid service as per the company’s call at that point of time.
3. PROPRIETARY RIGHTS
- 3.1 You acknowledge that you have and obtain no rights in the dJAX services, products and/or in any dJAX Materials or the Intellectual Property Rights in or relating to them or to receive the dJAX services save as expressly provided in the contract unless legal authorization is given by the company.
- 3.2 dJAX grants to you, with effect from the Effective Date of contract commencement, a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to access the dJAX services solely for your own internal business purposes as they relate to tracking the performance of ad-networks engaged by you and for no other purpose whatsoever. With the exception of users paying for and obtaining license to use as a white label solution and distribution rights;
- 3.3 You shall comply with any and all reasonable instructions, conditions and security requirements in respect thereof as shall from time to time be notified in writing to you by dJAX or updated in dJAX Technologies website (www.djaxtech.com) from time to time.
4. USE RESTRICTIONS
- 4.1 You shall not:
- (a) by accessing the dJAX Services or using dJAX products under any circumstance, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment of the services by, any other person;
- (b) by accessing the dJAX Services, deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to any dJAX or third party systems;
- (c) distribute the dJAX materials to any third party;
- (d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the dJAX Products or any other software to which you are given access by dJAX Technologies, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
- (e) assist or attempt to assist any third parties in obtaining access to the dJAX services or the dJAX products and materials;
- (f) Re-order, modify, edit obscure or truncate in any way including without limitation, product’s content, graphics, format, audio, video, sequence, or any aspect of the dJAX’s materials both online and offline.
- (g) Share, display or disclose any dJAX materials including manuals, user guides on any part of your network that may be considered to contain any hate-related, pornographic, libellous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights or which are reasonably likely to subject dJAX Technologies or its affiliates or advertisers or business partners to negative publicity.
- (h) Engage in any fraudulent activities or illegal practices that directly or indirectly involve dJAX Technologies.
- 4.2 You shall be responsible and liable to dJAX Technologies for all acts or omissions of your personnel in accessing and use of the dJAX materials, products and services. Any breach of any provision of the contract caused by any such persons shall be deemed a breach of the contract by you.
- 5.1 You shall own all rights, title and interest in and to all of your data and shall be solely responsible for the legality, reliability, integrity, accuracy and quality of your data.
- 5.2 dJAX Technologies shall have no liability to you in the event that your data is lost, corrupted or inaccessible (either temporarily or permanently).
- 5.3 You hereby grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to dJAX to use, copy, modify, amend and create derivative works of your data for any purpose connected with the provision of dJAX services or be displayed on the company’s websites under the client’s or related category
- 5.4 If your network is based in the US or are targeted to or utilised by end-users based in the US, in addition to complying with applicable laws including Children's Online Privacy Protection Act (“COPPA”).
- 6.1 All payments will be made in the mentioned currencies on the website or products page unless otherwise agreed (email accepted). Notwithstanding the foregoing condition statement that both the parties agree to use a particular currency pertaining to either of the party’s country or any other currency;
- 6.2 Foreign Exchange Conversion :Any conversion from local currency to the company preferred currency and from company preferred currency to any local currency would be at the current average exchange rate
- 6.3 In the event of an error in payments made by you as agreed upon by dJAX Technologies, whether as a result of inaccurate information provided by a third party or otherwise, dJAX shall not be held accountable for the aforementioned cases
- 6.4 dJAX Technologies reserves the right to discontinue its service, withhold payment at any time, and/or terminate any agreement with you, without liability to you, if dJAX Technologies reasonably suspects that any of the following have occurred on your properties:
- (a) Any form of fraudulent activity or illegal practices
- (b) Any type of activity, text, image, or use that may violate applicable laws or is reasonably likely to have a negative commercial impact on dJAX Technologies, its advertisers or business partners. Without limitation to the foregoing, dJAX Technologies may, at its sole discretion, may determine the flaw accrued as a result of such fraudulent activity or illegal activity.
- 6.5 Taxes: All payments may/may not be inclusive of taxes depending on the preference at that particular point of time by the company. Excluding any taxes on the income of a Party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes pertaining to any particular country guidelines, applicable in connection with this contract shall be borne and remitted by you to the respective and relevant tax authorities. In case applicable laws require withholding of any amount on account of withholding taxes, dJAX Technologies may withhold such amounts, unless you provides a certificate of exemption from such withholding taxes.
- 6.6 Further dJAX Technologies and you should co-operate to enable each party to more accurately determine the respective tax liability and to minimize such liability, to the extent legally permissible.
- 7.1 You grant to dJAX Technologies any and all necessary rights and permissions to use your mobile web or app trademarks, trade names, logos, copyrights and other intellectual property provided during the course of the services (“Your IPRs”) for the purpose of fulfilling dJAX technologies’ obligations. dJAX Technologies may mention your name as a customer in its website, marketing, social media and sales materials.
- 7.2 You acknowledge that dJAX Technologies and/or any third party instructed or engaged by dJAX Technologies may in its sole discretion market, promote, reference, present and link Your IPRs to all dJAX Technologies potential customers in connection with the provision of the services and you grant dJAX Technologies all necessary rights and permissions with respect to your IPRs on a worldwide, perpetual, irrevocable royalty-free basis.
- 8.1 Each party acknowledges that confidential information under its control may or may not be disclosed to the other party during the performance of this contract. Each party agrees that it shall use the other’s confidential information solely for purposes of performing its obligations under the contract and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own confidential information, to prevent the duplication or disclosure of the other’s confidential information, other than by or to its employees, affiliates or agents who must have access to the confidential information to perform such party’s obligations hereunder. Publisher also acknowledges that dJAX Technologies may need to share publisher information including confidential information with third parties (such as its data management partners, licensors, media vendors and/or for API reporting purposes). Provided however, that in each such case, a party shall ensure that the recipient employees, affiliates, agents or third parties have each agreed to or shall each agree to be bound by confidentiality obligations no less restrictive than the terms. Each party agrees that it shall not be a breach of this Section 8 to disclose the other party’s confidential information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort, at the other party’s sole cost and expense, to obtain a protective order requiring that the confidential information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding. The confidentiality obligations set forth herein shall continue for two (2) years following termination or expiration of the contract with respect to confidential information. If the Advertisement transmission from dJAX Technologies includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as confidential information belonging to dJAX Technologies
- 8.2. Return of confidential information. Upon termination of contract, or upon disclosing party’s request, the receiving party shall promptly return or destroy all manifestations of confidential information both physical and digital copies of the disclosing party and so certify to the disclosing party in writing provided however that a party may retain a copy of such Information solely for archival purposes.
- 8.3 Each party may disclose the existence of this Contract, but agrees that the terms and conditions will be treated as confidential Information; provided, however, that each party may disclose the terms and conditions:
- (a) As required by law
- (b) As part of filings with any court or governmental entities, including without limitation national securities exchanges;
- (c) To legal counsel of the parties;
- (d) Under the terms and conditions of a non-disclosure contract to accountants, banks, and financing sources and their advisors;
- (e) In connection with the enforcement of this Contract or rights under this Contract;
- (f) Under the terms and conditions of a non-disclosure contract, in connection with an actual or proposed merger, acquisition, or similar transaction.
9. DATA PROTECTION & COOKIES
- 9.1 dJAX Technology’s product or solution integration, requires certain permissions for its operation to meet the objectives of the contract. You acknowledge that you have read and understood that you are deemed to grant such permissions including dJAX’s ability to collect or receive performance data of a user such as IP address, device id, latitude/longitude information regarding the device, or such other performance user data. You acknowledge and agree that where any such data or component thereof is considered as personally identifiable information under applicable laws, You undertake that prior to you granting dJAX Technologies such permissions, You will obtain all necessary consents for collection, sharing, and/or use of such data for behavioural targeting or analytical purposes.
- 9.2 In the event you are sharing or permitting dJAX Technologies to infer fine location of an end-user from WIFI identifiers, you will ensure that you have obtained consent of such end-user prior to sharing or providing such permissions.
- 9.3 The Parties each acknowledge that you shall be the data controller and dJAX Technologies shall be the data processor (as such terms are defined in applicable privacy legislation) in respect of all personally identifiable information processed by dJAX Technologies on your behalf.
- 9.4 You warrant and represent that
- (a) any personally identifiable information supplied or disclosed to dJAX Technologies under or in connection with the contract shall be controlled, collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator
- (b) You have obtained (or will obtain) any legally required consents to such control, collection and transfer and the processing of such data and/or any other tracking technology used by dJAX Technologies in providing services and that you shall in all respects abide by the terms of all applicable data protection laws and regulations
- (c) While sharing any end-user data with dJAX Technologies for the purposes of Ad serving,
- (d) You shall notify dJAX Technologies specifically in the event the end-user has exercised his/her right to opt-out of behavioural targeting through your network.
- 9.6 If the Advertisement transmission from dJAX Technologies includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as Confidential Information belonging to dJAX Technologies.
- 10.1 You will indemnify, defend and hold dJAX Technologies, its parents, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless, including costs, expenses and attorneys’ fees and other legal costs, from any and all losses, damages, penalties liability, claim or demand made by any third party due to or arising out of:
- (a) Your use of the Services or dJAX Technologies Intellectual Property Rights;
- (b) Any violation of this contract by you including without limitation breach of representations and warranties and obligations related to confidentiality;
- (c) Infringement by you of any third party Intellectual Property Rights or other right of any person or entity;
- (d) Wilful misconduct or gross negligence by you;
- (e) Fraudulent or unlawful act of you
- (f) Your breach or alleged breach of any warranties or representations made under Section 9;
- (g) Any material displayed in your networks which do not comply with all applicable laws, statutes and regulations;
- (h) Any material displayed in your networks which contain content that is obscene, defamatory, libellous, or slanderous, or hate-related.
- 10.2 Any claim for indemnification hereunder shall be subject to the following provisions:
- (a) You shall be given prompt written notice of the claim by dJAX Technologies, provided that any delay in providing notice shall not relieve you of your indemnity obligations under the contract unless, and only to the extent, you were prejudiced by the delay;
- (b) dJAX Technologies shall reasonably cooperate with you and your counsel at your cost and expense.
- (c) dJAX Technologies may participate in the defence and settlement of the claim and using attorneys selected by dJAX Technologies. Each party shall make all reasonable efforts to mitigate damages.
- 11.1 Save as set out in these conditions or the contract and to the maximum extent permitted by applicable law, dJAX Technologies excludes and disclaims all conditions, terms, representations (other than fraudulent misrepresentations) and warranties relating to the subject matter thereof, whether imposed by statute or by operation of law or otherwise, that are not explicitly stated in the contract including the implied warranties of satisfactory quality and fitness for a particular purpose.
- 11.2 dJAX Technologies shall not be liable, however that liability arises, for the following losses arising out of or in connection with the contract: consequential, special, incidental or indirect losses ; loss of profits; loss of revenue; loss of business; loss of technology; loss of opportunity; loss of contracts; loss of anticipated savings; loss of goodwill; or loss of, or damage to, data, even if such loss was reasonably foreseeable or dJAX Technologies had been advised or notified of the possibility of you incurring such losses.
- 11.3 The aggregate liability of dJAX Technologies for all claims arising out of or in connection with the contract (however that liability arises) shall be limited to actual direct damages.
- 11.4 Notwithstanding any provision to the contrary, nothing in these conditions or the contract limits or excludes dJAX Technologies liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for any liability, which may not be lawfully limited or excluded.
- 11.5 You acknowledge and agree that the limitations and exclusions of liability contained in these conditions and the contract are reasonable in view of the nature and extent of the obligations accepted by each party under the contract and the fact that the services are provided without any monetary charge and that this Condition 11 shall prevail over all other provisions.
- 11.6 If any limitation provision contained in these conditions or the contract is held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if a party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in these conditions.
- 11.7 For the purposes of this Condition 11, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.
- Either Party may terminate this Contract at any time by providing 15 days’ written notice (email sufficient) to the other party.
13. CONSEQUENCES OF TERMINATION
- 13.1 On termination of the Contract for any reason:
- (a) All licenses granted by dJAX Technologies under this contract shall immediately terminate; and
- (b) You shall uninstall or otherwise remove any means of access to the services provided under the contract including client software and dJAX Technologies solutions or products supplied for that purpose;
- (c) You shall immediately return any and all of the confidential Information of dJAX Technologies and any and all of the dJAX Technologies Material provided to you by dJAX.
- 13.2 The termination of the Contract shall be without prejudice to any accrued rights and obligations of the Parties arising under the Contract prior to such termination.
- Except as expressly set forth herein, the parties hereby specifically disclaim any representations, endorsements, guaranties, or warranties, express or implied, related to the advertisements including, but not limited to, the implied warranty of merchantability, title, fitness for a particular purpose and non-infringement of intellectual property rights.
- 15.1 Assignment and subcontracting by ou: You may not assign the benefit of, or obligations under, the contract to any third party without the prior written consent of dJAX Technologies (which may be delayed or withheld in its discretion).
- 15.2 Assignment and Subcontracting by dJAX Technologies: dJAX shall be entitled freely to assign or subcontract any of its rights or obligations under this Contract.
- 15.3 No Waiver: The failure of either party to enforce its rights under the contract at any time for any period, shall not be construed as a waiver of such rights.
- 15.4 Severability: If any provision of these conditions is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of these conditions in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these conditions in any other jurisdiction shall not be affected.
- 15.5 Entire Agreement: These conditions or contract constitute the entire agreement between the parties and supersedes all prior agreements and arrangements (if any) whether written, oral or implied between the parties relating to the subject matter of these conditions.
- 15.6 Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of these conditions to the extent that such delay is caused by reason of acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). dJAX Technologies shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond dJAX Technologies reasonable control.
- 15.7 Amendments: dJAX Technologies reserves the right to amend these conditions at any time on prior written notice to you without incurring any liability to you. All amendments shall take effect immediately on written notice to you. In the event that you object to any amendment to these conditions made by dJAX Technologies, You shall be entitled, during the period of 14 days following notice of the amendment, to terminate the contract by notice in writing to dJAX Technologies. In the event of such termination, clause 12 above shall apply.
16. GOVERNING LAW AND JURISDICTION
- 16.1 These Conditions, the Contract and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of India.
- 16.2 Unless otherwise agreed to by parties in an agreement and/or addendum, the Parties irrevocably agree that the courts of the India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these conditions and/or the contract or their subject matter or formation (including non-contractual disputes or claims).
17. DEFINITIONS AND INTERPRETATION
- 17.1 Unless the context otherwise requires, the following definitions apply in these Conditions:
- (b) Advertisements: means all the advertising content provided by dJAX Technologies on behalf of advertisers for distribution on Your Network;
- (c) Confidential Information means information (including confidential or sensitive commercial; financial; marketing; and/or technical information in written, electronic or any other form or medium) which is marked ‘confidential’ or ‘secret’ or is, by its nature shall be considered confidential by a reasonable prudent person;
- (d) Conditions or contract means these terms and conditions;
- (e) Contract means the agreement formed between you and dJAX Technologies, on the terms set out in these conditions, when you access and use the site
- (f) End User means visitors to the website(s) or application(s) that comprise your network, website or page;
- (g) Fraudulent Activity includes without limitation, any activities by you that authorize or encourage any third party to:
- (i) Generate impressions of or clicks on any Advertisement through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools;
- (ii) Mislead users to click on Advertisements;
- (iii) In any way minimize or obstruct the display of any Advertisements, or edit, modify, filter or change the order of the information contained in any Advertisements;
- (iv) Attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by dJAX Technologies; or reverse engineer, decompile or disassemble any software components of the advertising services provided by dJAX Technologies;
- (h) Gross Revenues means the amounts due and owing to dJAX Technologies from advertisers for distribution of Advertisements on Your Network as received by dJAX Technologies;
- (i) Group Company means (in relation to a Party) any subsidiary or holding company from time to time of a Party, or any subsidiary from time to time of a Party’s holding company;
- (j) dJAX means dJAX Technologies Private Limited, a company incorporated and existing in accordance with the laws of the country of India, with registered office at Level 9 Raheja Towers,26 MG Road,Bangalore, India 560001., acting on behalf of itself and its affiliates;
- (k) dJAX Technologies materials means any materials (including software, manuals, developers notes, White papers or other materials) provided to you by dJAX Technologies in relation to this contract, including the dJAX Technologies products and solutions;
- (l) dJAX Technologies products and solutions means the software source codes and licenses provided to you by dJAX Technologies to allow you to generate data which will be processed as part of the Services;
- (m) Intellectual Property Rights means trademarks, service marks, and rights in the nature of passing off and unfair competition, get-up, trade dress, registered designs and unregistered designs and design rights, business and trading names, domain names, topography rights, copyright (including copyright in software), moral rights, database rights, rights in inventions, patents, know-how, trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;
- (n) Net Revenues means Gross Revenues, less dJAX Technologies creative charges, cost of sales and Advertisement serving costs, including
- (i) Any commissions due to, or revenue shares retained by, third party advertising sales networks or agencies,
- (ii) Any out of pocket costs paid by dJAX Technologies to third parties to serve the Advertisements pursuant to this Contract
- (iii) Data enrichment and directed marketing costs, and
- (iv) Refunds to advertisers, credit card or bank charges, foreign exchange fluctuations impact, electronic payment processing fees, chargeback, and bad debt;
- (o) Party means each of dJAX Technologies and you and parties shall be construed accordingly;
- (p) Personnel means a party’s directors, officers, employees, workers, agents, third party service providers, successors, subcontractors and permitted assignees;
- (q) Regulator means any regulator or regulatory body which, whether under statute, rules, regulations, codes of practice or otherwise, is entitled to regulate, investigate, or influence the matters dealt with in these conditions or any other aspect of your business or affairs;
- (r) Services mean the provision of an independent and open platform, proprietary, custom product works, intervention, debugging, forking, consultation and other such services that may be introduced in the future
- (s) Your Network means
- (i) The website(s) or mobile application(s) or platforms owned/ operated or contracted by you, and
- (ii) The websites or applications that are added or removed from your network during the term;
- (t) ‘You’ means the person accessing the services and/or using the dJAX Technologies products, solutions or services; and
- (u) ‘Your data’ means any data belonging to you or to third parties and used by you under licence which is stored and/or processed by dJAX Technologies as a result of the use of the services.
- 17.2 A reference to a statute or statutory provision is a reference to all orders, regulations, instruments or other subordinate legislation made under the relevant statute, as may be amended and in force from time to time.
- 17.3 The words and phrases “include”, “including” and “in particular” (and any variations of these words, or similar words) shall be deemed to be immediately followed by the words “without limitation” (where such words do not already immediately follow in these Conditions).
- 17.4 References to a person include an individual, company, corporation, body corporate or unincorporated, firm, partnership, public body, charity or other legal entity and that party’s personal representatives, successors and permitted assigns.
- 17.5 Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.