Written on January 1, 2020
By selecting “I agree” or similar button or checkbox and clicking the “Create an Account”, " Get a Signup Link", or “Submit” button you represent and warrant that you have read, understand and agreed to all of the terms of this Agreement, are authorized to enter into this Agreement, and this Agreement is legally binding on you. Once this Agreement is completed and accepted, you should print a complete copy for your records. If you do not wish to be bound by this Agreement, then you must not use the Services.
1. Agreement. Super Collider, Inc., d/b/a OffSite (“OffSite,” “we,” “us” or “our”), operates the connectoffsite.com website (the “Site”), which provides the OffSite audience marketplace and advertising platform (collectively, the “Services”). Subject to the terms and conditions of the OffSite Terms of Service (this “Agreement”), OffSite offers you as a site owner or advertiser (each, a “Customer”) the Services. By accepting this Agreement, either by accessing the Services or authorizing or permitting any individual to access or use the Services, Customer agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of a company or organization, Customer agrees to this Agreement on behalf of such company or organization, and represents and warrants that Customer has authority to bind such company or organization to this Agreement. The communications between Customer and OffSite use electronic means, whether through the Site, the Services or via email. For contractual purposes, Customer (a) consents to receive communications from us in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that OffSite provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.
2. License. Subject to the terms and conditions of this Agreement, during the term of this Agreement OffSite will make the Services available to Customer and Customer’s authorized users, if any, and grants to Customer and Customer’s authorized users, if any, a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to use the Services. Customer accepts sole responsibility for the use of the Services by Customer, Customer’s authorized users, and any other user who gains access to the Services through Customer or its authorized users. Customer’s use of the Services is also subject to third-party terms, including Google’s terms (including Google APIs Terms of Service) and Stripe’s terms, and Customer will abide by the terms of this Agreement as well as applicable third-party terms. Customer hereby grants OffSite a worldwide, irrevocable, royalty-free, fully paid-up, transferable, sublicenseable, perpetual right and license to use any suggestions, enhancement requests, recommendations, feedback or other comments OffSite receives from Customer.
3. Customer Obligations. In order to use the Services, Customer will grant OffSite management access of its GoogleAds account. In order to receive payment, Customer that is a site owner will sign-up and register for an account with a payment processor (currently, Stripe). Customer will comply with all applicable laws, regulations, and third-party rights (including, without limitation, laws regarding the import or export of data or software, privacy and local laws) in its use of the Services. Customer will not use the Services to encourage or promote illegal activity or violation of third-party rights. Customer may not (a) decompile, disassemble, or reverse engineer the Services or any portion thereof; (b) attempt to gain unauthorized access to the Services, any portion thereof, including content accessible via the Site, or any other system or platform through the Services; (c) use any automatic device, program, algorithm, or methodology, or engage in harvesting of email addresses or other personal information, unsolicited emailing, phone calls or mailings, spoofing, flooding, overloading, spidering, screen scraping, database scraping, or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Services or any content on the Services; or (d) reverse look up, trace or seek to trace any information on any other user of of the Services to its source. Customer will not use the Services in any manner that could damage, disable, overburden or impair the Services or interfere with any other party’s use and enjoyment of the Services. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
4. Account. When Customer creates an account with OffSite, Customer represents to OffSite that the information Customer provides OffSite is truthful, accurate, complete, current and otherwise in compliance with this Agreement at all times. Submission of false, misleading, inaccurate, incomplete, obsolete, or other information prohibited under this Agreement may result in immediate termination of your account on the Services. Customer is responsible for maintaining the confidentiality of its account information, including, without limitation, account password and restricting access to that account. Customer is responsible for any and all activities that occur under its account, including, without limitation, any activity that occurs as a result of its failure to keep secure and maintain the confidentiality of its account. Customer must notify OffSite immediately upon becoming aware of any breach of security or unauthorized use of its account. It is Customer’s sole responsibility to control the dissemination and use of its password, and control access to and use of its account. Customer may not use anyone else’s password or account at any time on the Services. OffSite will not be responsible or liable for any loss or damage arising from Customer’s failure to comply with these requirements and Customer may be held liable for any losses incurred by OffSite or any other user of the Services if Customer’s failure to keep its account information secure and confidential results in someone else’s use of its account or account information.
5. Modifications. Customer acknowledges that OffSite may modify this Agreement or the Services, as the case may be, from time to time. Customer’s continued access to or use of the Services following any such modification shall constitute binding acceptance of such modification.
6. Ownership. The Services and the information contained therein contain copyrighted materials, trademarks, proprietary data, research and other information belonging to OffSite or used with permission of licensors of OffSite. The Services and all content and materials on the Services, including, without limitation, all graphics, interfaces, features, functions, text, button icons, data compilations, software, code and materials thereon, the “look and feel”, selection and arrangement, design and organization of the Services, trademarks and logos, audio and video clips, are owned by, or licensed to, us. OffSite and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including, without limitation, all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you under this Agreement. Customer acknowledges and agrees that the Services are provided under limited license and access rights and not sold to Customer. Customer does not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the limited license and rights granted under this Agreement, and subject to all terms, conditions, and restrictions, under this Agreement. No copying, redistribution, retransmission, publication or commercial exploitation of any material available on or through the Services is permitted without the express permission of OffSite or the copyright owner, as the case may be, or except as may be expressly authorized by applicable copyright laws. You shall not (a) remove, delete, alter, or obscure any trademarks or any notices of copyright, trademark, patent or other intellectual property or proprietary rights from the Services, including any copy thereof; or (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including, without limitation, by making the Services available on a network where it is capable of being accessed by more than one device at a time.
7. Support. Customer acknowledges that neither this Agreement nor Customer’s use of the Services entitle Customer to any support services from OffSite, unless the parties enter into mutually agreed upon terms in writing.
8. Fees. Customers shall pay all payment processing and transactional fees associated with the Service. In the event OffSite incurs any transactional fees in connection with providing the Services to a Customer, OffSite shall charge or invoice Customer for such fees and Customer shall pay such fees within thirty (30) days’ of its receipt of charge or invoice. In consideration for the Services, Customer shall pay to OffSite a percentage of the Audience Rental Fee at the time Customer receives the Audience Rental Fee. The “Audience Rental Fee” means the amount a Customer sets as the cost to rent one or more of its audiences. All fees paid by Customer to OffSite are non-refundable unless otherwise noted in this Agreement or otherwise agreed to by the parties.
9. Disclaimer. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SERVER AND NETWORK COMPONENTS, ANY MATERIALS, INFORMATION, CONTENT, FUNCTIONS, PRODUCTS, TEXT, GRAPHICS AND LINKS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT (A) THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURELY OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF CONTENT ON THE SERVICES OR WITH RESPECT TO ITS COMPLETENESS, ACCURACY, TRUTHFULNESS, AVAILABILITY, ADEQUACY, USEFULNESS, TIMELINESS, SECURITY, RELIABILITY OR OTHERWISE.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OFFSITE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OFFSITE’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE SERVICES FEES ACTUALLY PAID TO OFFSITE IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Customer. In those jurisdictions, OffSite’s liability will be limited to the maximum extent permitted by applicable law. The limitations set forth in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
11. Indemnification. Customer will indemnify, defend and hold harmless OffSite from and against any third-party claim arising from or related to any breach of any representation, warranty or covenant of this Agreement by Customer, its authorized users, or any other user who gains access to the Services through Customer or its authorized users.
12. Term and Termination. This Agreement commences on Customer’s use of the Services and will remain in effect until terminated pursuant to this Section. Either party may terminate this Agreement upon written notice to the other party. If Customer terminates this Agreement prior to the expiration of the then current term the balance of any unpaid amounts owed for the remainder of that term will be charged in full at the time of termination. Any termination of this Agreement shall also terminate the licenses granted by OffSite to Customer hereunder. If OffSite believes or determines, in its sole discretion, that Customer has violated or attempted to violate any of the terms of this Agreement, then OffSite may suspend or revoke the licenses granted hereunder. All provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, IP ownership, warranty disclaimers, indemnity and limitations of liability.
Super Collider, Inc., d/b/a OffSite, operates the connectoffsite.com website (the Site), which provides the OffSite audience marketplace and advertising platform.
This policy is to inform you (our Site visitors) about the information we collect, why we collect it, and your choices.
If you use the Site, then you agree to the terms of this policy.
Last updated: March 5th, 2020
We may ask you to provide us with certain personal information such as your name, phone number, work email address and postal address. We may also collect Log Data as described in more detail below.
We collect information to provide a better experience while using the Site. We collect and use your personal information for a variety of business purposes, including to respond to your questions, to provide the Site, to communicate with you, to provide information you request, to register and administer your account, and to do all things necessary to administer the Site, and manage, protect and improve it. We may use Log Data to improve the Site.
Log Data is information we collect automatically as you use the Site. Whenever you visit the Site, we collect Log Data that your browser sends to us. This Log Data may include information such as your computer’s Internet Protocol ("IP") address, browser version, pages of the Site that you visit, the time and date of your visit, the time spent on those pages, and other statistics.
Cookies are files with small amount of data that is commonly used as a unique identifier. These are sent to your browser from the Site and are stored on your computer’s hard drive.
The Site uses these cookies to collect Log Data, which we use to improve the Site. You have the option to either accept or refuse these cookies, and know when a cookie is being sent to your computer. If you choose to refuse our cookies, you may not be able to use some portions of the Site.
We may employ vendors to provide services on our behalf such as:
• To facilitate the Site;
• To provide the Site on our behalf;
• To protect the security and integrity of the Site;
• To correct technical problems and malfunctions on the Site;
• To perform Site-related services; or
• To assist us in analyzing how the Site is used (for example, to provide usage analytics).
These vendors may have access to your personal information to perform the tasks assigned to them on our behalf. However, they are prohibited from using the information for any other purpose other than to perform those tasks or as permitted by law.
We reserve the right to transfer any information we have about you in connection with a sale, merger, consolidation, change in control, transfer of assets, reorganization or liquidation of our business. We reserve the right to disclose any personal information as needed if that information is requested by law enforcement agencies or if we are required to do so by law, treaty, regulation, subpoena, court order, or by a government entity. We also may disclose your personal information to third parties if we have reason to believe that disclosing such information is necessary to conduct investigations of possible breaches of law, to cooperate in any legal investigation, or to identify, contact, or bring legal action against someone who may be violating any agreement with us.
We value your trust in providing us your Personal Information, thus we are striving to use commercially reasonable means of protecting it. But remember that no method of transmission over the internet, or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.
If you need to correct, update, delete or deactivate your personal information, please contact us at any time by sending an email to firstname.lastname@example.org.
Opt-Out: If you receive any promotional email communication from us, you will be given the option to “unsubscribe” from receiving further email communications from us at any time. Your option not to receive promotional and marketing material will not preclude us from corresponding with you, by email or otherwise, regarding your existing or past business relationships with us, and will not preclude us from accessing and viewing your personal information in the course of maintaining and improving the Site.
The Site is not intended for use by children under the age of 18, and we do not knowingly collect personal information from such individuals. If we learn that we have collected the personal information of any such individual, we will take steps to delete the information as soon as possible.
Unless your browser settings are configured to make your online activities and information about your online activities (such as Log Data as described above) invisible to usage analytics tools, we do not presently have the capability to omit you from usage analytics to the extent your browser only sends us a “do not track” message and does not otherwise screen you from tracking without any action on our part. To learn more about browser tracking signals and “Do Not Track”, please visit http://allaboutdnt.org. Third parties, other than our vendors (such as our website analytics provider), do not have authorization from us to track which websites you visited prior to and after visiting the Site. Please note, however, that we cannot control third-party tracking and there may be some third party tracking that occurs without our knowledge or consent.
We are headquartered in the United States and currently the Site is only intended for individuals located in the United States. If you are located outside of the United States, be advised that any information you provide to us will be transferred to and stored in the United States and that, by submitting information to us, you explicitly authorize its transfer and storage within the United States. We will protect the privacy and security of personal information according to this policy regardless of where it is processed or stored.
If you are one of our clients, then you may subscribe to our services. In providing our services, we do not collect any of your customers’ personal information or directly provide you with any personal information in connection with our services.
We may update this policy from time to time. Please review this page periodically for any changes. We will notify you of any changes by posting the updated policy on this page. These changes are effective immediately upon posting. Your continued use of the Site following the posting of changes constitutes your agreement to such changes.