TERMS OF USE Version Dated: 21 February 2022

We, RD&X Group DMCC and our affiliated companies worldwide (collectively, "we”, and the terms “our” and “us” are used accordingly), regulate the use of our website, applications, mobile applications and online services (including or any of its related scripts, source code, instruction sets, and documentation) (collectively, "the Platform") by a visitor or a user (“you”) through these Terms of Use (“Terms”). These Terms contain the terms and provisions regarding your conduct on the Platform and, when you accept these Terms, they form a legally-binding contract among you and us. By accessing the Platform and/or by availing any of our products or services, you accept these Terms. Supplemental terms may apply to certain services, such as policies for a particular service, activity or promotion or new feature. Such supplemental terms will be disclosed to you in connection with the applicable services. Supplemental terms are in addition to these Terms, and these Terms and shall be deemed a part of supplemental terms and vice-versa for the purposes of the applicable services. We may update these Terms (including supplemental terms) from time-to-time. If we do so, we will publish the updated Terms on this webpage (available at https://www.rebid.co/terms-of-use/). Such updated Terms shall be effective immediately and shall supersede the Terms substituted by it. Your continued use of the Platform following the publication of revised the Terms will denote that you accept and agree the updated Terms. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. The Privacy Policy and the Cookie Policy are an integral part of these Terms and should be read contemporaneously with these Terms. By accessing the Platform, you represent to us that you are capable of entering into contracts and incurring liabilities thereunder; if you are not so capable, you must immediately cease your access of use of the Platform.

CONTENTS

  1. Account Information
  2. Responsible Use
  3. Content
  4. Disclaimer of Warranty
  5. Limitation of Liability
  6. Release and Indemnification
  7. General Understanding
  8. Dispute Resolution, Jurisdiction, Governing Law
  9. Supplemental Terms - ReBid ADP

1. Account Information

You may be required to create an account with the Platform in order to access its features. At the time of creating your account, you will be asked to submit certain information about yourself, including details of a payment instrument that will be linked to your account and which will be used to charge the License Fee towards your subscription to the Platform. When you provide the details of such payment instrument, we may apply a charge of USD 1 to validate such payment instrument; this charge will be reversed automatically. The creation and continuation of your account is subject to all information and details provided by you being complete and correct at all points of time. We recommend you keep your account information current and to follow good password security practices to avoid misuse of your profile. You are solely responsible for the security of your account and are liable for any action that results from your account (including the campaign runs), whether or not such action was with your consent or knowledge. You expressly agree to absolve us of any responsibility and liability in this regard. You may not share your account information with anyone other than an authorised account administrator or, if you are acting on behalf of a third-party principal, then with such third-party principal. You must not use another person’s account, unless the features of such account and these Terms permit such use. Please notify us immediately on support@rebid.co if you become aware of any unauthorised use of your account. By accessing and using this Platform, you represent to us that:

2. Responsible Use

You must use the Platform and our products and services responsibly. In particular, you must not misuse the Platform and our products and services directly or otherwise. You are deemed to misuse the Platform if you indulge in any of the following actions:

3. Content

All text, graphics, images, videos, user interfaces, photographs, trademarks, logos, sounds, colour combinations, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, juxtaposition, expression, and arrangement of such Content, contained on the Platform is owned, controlled by or licensed by or to us, and may be protected by trade dress, copyright, patent and trademark laws, and other intellectual property rights. Except as expressly provided in these Terms, no part of the Platform and no Content can be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, displayed in a web frame, or distributed in any way to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

4. Disclaimer of Warranty

The Platform and our products and services are provided “as-is.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose, or non-infringement. We make no commitments about the content within the Platform and our products and services. We further disclaim any warranty that (i) the Platform and our products and services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free or will produce any particular results; (ii) the Platform and our products and services will receive or transmit content or information accurately, adequately, reliably or timely (iii) the results obtained from the use of the Platform and our products and services will be timely, effective, accurate, or reliable or fit for any particular purpose, whether or not we have notice of that purpose; (iv) the quality of the Platform and our products and services will meet your expectations; or (v) any errors or defects in the Platform and our products and services will be corrected. Save for the express warranties set out in these Terms of Use we hereby exclude all implied terms, conditions and warranties, including any implied conditions of satisfactory quality or fitness for purpose to the fullest extent permitted by applicable law. You may use and access the Platform and our products and services at your own discretion and risk, and you are solely responsible for any risk, loss, damage or adverse outcome, including loss of data, that results from your use of and access to the Platform and our products and services. We and our officers, directors, employees and agents will not be liable to you or any other third-party for any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs arising out of or in any way connected with your access to or use of the Platform and our products and services.

5. Limitation of Liability

We are not liable to you or a third-party for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (i) resulting from loss of use, data, or profits, whether or not foreseeable; (ii) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (iii) arising from any other claim arising out of or in connection with your use of or access to the Platform and our products and services. Our total liability to you in any matter arising out of or related to the Terms is limited to the least of (i) USD 100 in the aggregate, (ii) the amount that you paid for a one-month access to the Platform or our products or services immediately preceding the event giving rise to the liability, (iii) the minimum amount of liability required to be assumed by is under the applicable law. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether we had been advised of the possibility of the claim or loss. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our gross negligence or intentional misconduct.

6. Release and Indemnification

You agree to indemnify, defend, and hold us, our associates (including inventory partners and publishers) and our respective officers, Directors, employees, and agents harmless (including for advocate's fees) from any claim or demand made by any third-party, due to or arising out of your violation of these Terms. We reserve the right to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree not to settle any matter without our prior written consent. You hereby waive any right to participate in class actions. You agree to release us, and our officers, Directors, employees, and agents and third-party associates from all claims and demands arising out of your use of the Platform and our products and services.

7. General Understanding

We reserve the right to continually evolve the Platform and our products and services. This may result in addition of new features and the discontinuation of existing features to the Platform from time to time. This may also result in the loss of information related to the discontinued features. No liability shall attach to us for this reason. Nothing under the arrangement set out hereunder restrains us from assigning our rights and obligations to a third-party without an advance intimation or prior reference to you. If any of these Terms are unenforceable, such Terms shall be re-interpreted in a manner which renders them enforceable and which is as close to the concerned Terms’ original intent as legally possible. The validity of the other Terms will not be affected thereby. The parties are independent contractors and there are no third-party beneficiaries. Notices must be in writing. We may serve a notice to you by publishing it on a reasonably prominent location the Platform or by email on any of your email addresses available to us or to the email address of your CEO, CFO, or authorized representative, or by physical mail at your address available to us or publicly available. You may serve a notice to us by email on legal@rdandx.com with the subject line “Legal Notice under Terms of Use” or by physical mail at 1st Floor & 2nd Floor, Kagalwala House, Plot No. 175, Behind Metro House, CST Road, Kalina, Bandra Kurla Complex, Santacruz East, Mumbai 400098, India addressed to the attention of “The Legal Counsel, RD&X Group DMCC”. If a notice is sent via email, the sending party must confirm that (i) the email was apparently sent successfully according to its ordinary technical records, (ii) the sending party does not receive an error notice. Notwithstanding the foregoing, if the sending party receives an error notice because the receiving party has changed its email address without formally notifying the sending party, the email notice is deemed effective if the sending party is using the last email address provided by the other party for the express purpose of receiving notices. In that case, the sending party will attempt to reach the receiving party by physical mail. You are responsible for notifying us as soon as possible of a change in the contact information for invoicing, and failure to provide the proper information shall not delay your obligations to timely pay invoices. Changes to contact information for invoicing should be submitted to finance@rdandx.com. We are not liable for failure or delay in performing our obligations because of causes beyond our reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third-party networks or communications infrastructure, and no liability shall attach to us on this account.

8. Dispute Resolution, Jurisdiction, Governing Law

These Terms are governed by the laws of India, excluding conflict of laws principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods does not apply to these Terms. Claims, disputes or objections that arise concerning the Platform which cannot be resolved through discussions shall be referred to arbitration. The arbitration shall be conducted in English under the Indian Arbitration and Conciliation Act, 1996 (as may be re-enacted) through a sole arbitrator. The venue of the arbitration shall be at Mumbai, India. Any action arising under or related to these Terms or concerning the Platform will be resolved exclusively by the courts in Mumbai, India, and you consent to the waiver of any other jurisdiction. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees. You acknowledge that these Terms are concluded as a contract in India. Notwithstanding the foregoing, in the event of your or others’ unauthorised access to or use of the Platform and our products and services in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

9. Supplemental Terms - ReBid ADP

The following Supplemental Terms apply to you as a subscriber to ReBid ADP. The term “Platform” used in these Terms include the ReBid ADP system, along with its APIs, SDKs, tools, plugins, code, technology, content, and services. To the extent that these Supplemental Terms are in conflicts with the Terms and cannot be harmoniously interpreted, these Supplemental Terms shall govern the subscriber’s use of ReBid ADP.

Subscription and License

Nature of subscription. A subscription to ReBid ADP entitles the concerned subscriber to a revocable, limited, non-transferable, non-assignable, non-exclusive, non-sublicensable license (“License”) to use ReBid ADP. This license permits the subscriber to purchase advertising inventory for its own consumption or, if the subscriber is acting on behalf of a third-party principal, then for such third-party principal, on a self-serve basis. The features associated with the License will be as are displayed on ReBid ADP’s website. The terms and conditions of the License are detailed in these Terms. The License is valid for the duration indicated at the time of its purchase, against the payment of the prescribed fee (“License Fee”).

Trial. In certain cases, and at our discretion, we may offer you a limited-time access to the Platform without the requirement of payment of the License Fee under a trial version. The trial version of the Platform is offered by us on a ‘no-obligation’ basis. This means that no legal rights accrue to the trial subscriber using the trial version, and no assurance of continuing service and availability of complete features during the trial period, or availability of data after the completion of the trial period is made by us to the trial subscriber using the trial version. We reserve the right to extend or curtain the trial period for a particular trial subscriber at any time during the trial period, without prior notice to the concerned trial subscriber.

If offered by us, you may commence your subscription to ReBid ADP on a no-obligation trial basis. To subscribe to ReBid ADP, whether on trial basis or otherwise, you are required to submit payment card details as part of the process, to allow automatic payments once the trial period finishes. The trial commences from the date on which you first create your account on the Platform (“Effective Date”) and expires on the earlier of (a) thirty (30) days from the Effective Date, and (b) the termination of the trial by us (“Expiry Date”). The intervening period between the Effective Date and the Expiry Date is referred to herein as the "Trial Period". Without limiting the generality of any other terms, we may terminate the Trial Period at any time if you fail to access and actively use ReBid ADP for a period of seven (07) consecutive days. When the Trial Period expires, you will be provided a thirty (30) day limited-time opportunity on a best-effort basis to export the data entered into the Platform by you ("Customer Data"), after which Customer Data may be deleted without further notice.

You must cancel your subscription to ReBid ADP during the Trial Period if you do not wish to continue the subscription beyond the Trial Period, as subscription payments are automated and non-refundable. You may still cancel your subscription after the Trial Period has ended in line with these Terms. Unless cancelled during the Trial Period, your subscription will be renewed automatically on the day after the Trial Period expires. If the subscription is not cancelled during the Trial Period, then the complete Fees that are applicable as per the provisions of the applicable plan will be automatically charged to you through the payment instrument linked to your account, without issuing prior notice. In the event that your annual Fee payment towards renewal of the subscription is denied by your bank, then we may take a monthly payment for the renewal at the then applicable monthly Fees (which may be higher than the pro-rated annual Fees) for the reminder of the period that the subscription continues until it is terminated as per these Terms.

The trial is available across multiple end-user accounts of your organisation. The first user account in your organisation which confirms its participation in the Trial Period will be deemed to be the administrator of your account on the Platform. You may change such authority by nominating another user from your organisation as the administrator of your account. You acknowledge that the administrator has the authority to control all activities within your account on the Platform and will manage and have access to all Customer Data within such account.

You may elect not to continue your subscription to ReBid ADP before the expiration of the Trial Period. In such a case, (a) we have no obligation to return Customer Data; (b) we will retain Customer Data for at least seven (07) days after the expiration of the Trial Period; and (c) we will make commercially reasonable efforts to work with you to export Customer Data.

Some of the features of the Platform Services may be unavailable during the Trial Period; these may be informed to you from time to time. We will solely own any enhancements or improvements to the Platform arising from access to and use of Customer Data or by your use of the Platform. We may use information derived from Customer Data only if such use does not include Customer Data itself. We acknowledge that no Customer Data can be reverse engineered by us from such use.

License Fee. The License is valid against the payment to us of the License Fee in accordance with the periodic cadence displayed on ReBid ADP's website. The License Fee may be referred to on ReBid ADP's website as “subscription plan fee”, “platform access fee” or by any other name whatsoever. License fee is non-refundable. Unless otherwise expressly stated on ReBid ADP's website, License Fee is quoted in USD. The obligation of the subscriber in respect of an amount remitted towards the payment of License Fee in a different currency shall be discharged only to the extent of the amount that we receive in USD on account of such remittance. If, for any reason (including, without limitation, exchange-rate fluctuations, banking charges, etc.), the amount in USD received by us is less than the amount of License Fee due, the subscriber shall forthwith pay such additional amounts as may be necessary to compensate for the shortfall. Non-payment of License Fee as per these Terms may lead to a suspension or termination of the License without prior intimation and without the need for us to first seek payment of the deficient License Fee. License Fee is quoted net of taxes. Unless otherwise confirmed by us in writing, the Licence Fee does not include charges for advertising inventory and third-party services. The subscriber shall be responsible for payment of any applicable indirect taxes such as VAT or GST or Sales Tax and all applicable export and import fees, customs duties and similar charges (other than taxes based on income) as per their applicable laws. The subscriber shall make all required payments to us free and clear of any encumbrance and without reduction on account of set-off or other adjustments. If the subscriber is required by applicable law or regulation to withhold or deduct any sums on account of withholding taxes or otherwise, the subscriber shall bear all taxes from its own account and ensure that we receive the invoiced amount in full, as if there were no withholding or deduction. License Fee may be subject to discounts, based on events and circumstances. The subscriber may be required to refund any discounts provided by us if the conditions of the discounts provided us are not satisfied or if the subscriber is in default of any of the Terms. The subscriber shall be entitled to dispute an invoice only after having made the payment. In case the dispute raised by the subscriber is successful, then we shall refund the amounts determined liable for refund. The subscriber shall cooperate with us in resolving all disputes through amicable discussions.

Media Spends. In addition to the License Fee, the subscriber shall be required to incur inventory purchase costs and, as applicable, other related costs (“Media Spends”) to be able to run advertisements across inventory partners and publishers. Non-payment of Media Spends may lead to a suspension or termination of the License without prior intimation. A subscriber shall not enter into an arrangement where the subscriber pays for the cost of advertisement inventory purchased by or on behalf of the subscriber over the Platform directly to the inventory partner (such inventory being referred to herein as "Direct Purchase Inventory"). The foregoing provision shall not apply if the subscriber (i) enters into an express written agreement with an inventory partner for Direct Purchase Inventory, (ii) provides written notification (email accepted) to us along with documentation (or written acknowledgement by the inventory partner) of the Direct Purchase Inventory arrangement, (iii) we consent, in our sole discretion, in writing (email accepted) to such Direct Purchase Inventory arrangement, and (iv) the subscriber ensures that the Direct Purchase Inventory DealIDs for any approved Direct Purchase Inventory shall be marked as “direct bill” by the concerned inventory partner. Provided the foregoing conditions are fulfilled, if and to the extent that the inventory partner releases us from all payment obligations with respect to such Direct Purchase Inventory, we will not invoice the subscriber for payment of such Direct Purchase Inventory. For the avoidance of doubt, with respect to any approved Direct Purchase Inventory, the Media Spends other than the inventory purchase costs will be invoiced in accordance with these Terms.

Additional Services. In addition to the self-serve-based use of ReBid ADP, the subscriber may engage us to provide managed services, including engaging us to purchase advertising on its behalf or on behalf of a third-party principal. To the extent that the subscriber requests our help to use the Platform, our products and services, the subscriber consents to the actions that we perform on its behalf to carry out such request. The subscriber retains sole responsibility for such assisted use of the Services. The subscriber may require us to provide application program interfaces or client-side software (“APIs”) to it or to its third-party principal. Notwithstanding that the subscriber may be acting on behalf of a third-party principal, the subscriber shall not create more than a single API or share its API key or access information with another party (including the third-party principal) without our prior written consent. Additional services as stated in this clause shall be provided for such additional fees and on such additional terms as are set forth in writing (email accepted) under mutually-agreed and accepted ancillary agreements. Such ancillary agreements for additional services will be subject to these Terms and to the extent that the terms of ancillary agreement conflict with these Terms, these Terms shall prevail. Any additional terms beyond these Terms that the subscriber includes in an order form, insertion order, or similar document will be of no force and effect unless we expressly agree in writing to have such additional terms supersede these Terms.

Additional features. We may offer to our subscribers the right to use certain additional features introduced to ReBid ADP from time to time (“Beta Features”). All Beta Features are provided on an ‘as is’ and ‘as available' basis, without any representations, warranties, covenants or obligations of any kind. Beta Features may be discontinued by us at any time, without prior notice and without incurring any liability. Any use of Beta Features by subscribers is solely at their own risk.

Use of account. The subscriber shall ensure that its ReBid ADP account is used solely by it or by its third-party principal and solely for its own benefit or for the benefit of the third-party principal) and for no other purpose. In case where the account is accessed by a third-party principal, the subscriber shall inform such third-party principal of these Terms and such third-party principal shall be responsible to comply with all the Terms. However, the subscriber shall be liable for any breach of these Terms by its third-party principal, as if the subscriber committed such breach itself. Additional terms, conditions, and fees for account access by third-party principals may apply in certain cases. For the purposes of ensuring compliance of the subscriber with these Terms and with the provisions of the applicable laws and regulations, we may, without an obligation to do so, monitor the subscriber’s use of or activity on the Platform and retain information entered on the Platform, including deleted items which are not displayed.

Subscriber’s obligations. The subscriber will ensure that it will:

Our entitlements and obligations. We may, from time to time:

In consideration of the subscriber’s compliance with these Terms, including the payment of the License Fee, we will:

License restrictions. The subscriber will use the Platform, our products and services only for its own use or for third-party principals. Without restricting the generality of the foregoing, the subscriber will not, directly or indirectly:

Third-Party Platforms. The Platform allow users to interact with other websites and services, including social media websites (collectively “Third-Party Platform”). In this context, the following terms and conditions apply:

Breach and remedy. The subscriber shall be liable for any breach of these Terms by its third-party principal, as if the subscriber committed such breach itself. No liability shall attach to us for any breach, error, or default of the subscriber under these Terms. If the subscriber becomes aware that it has provided to us, or has caused us to process, any information in breach of these Terms or of any law, or of any regulation, then, without prejudice to our rights under these Terms, the subscriber shall, at its sole cost, immediately notify us in writing and take all necessary steps to assist us in responding to the breach by removing the data and doing anything else necessary to come into compliance.

Termination of License. We may immediately suspend the subscriber’s access to the Platform or our products or services or terminate the License upon our reasonable belief that the subscriber or its third-party principal has breached or may breach any provision of these Terms. If the subscriber’s breach of these Terms is proven to be attributable solely to its intentional misconduct or gross negligence and such breach directly results in a termination or suspension of our ability to conduct business with a third-party partner (e.g., a publisher or an inventory partner), then, without limiting any rights or remedies available to us, the subscriber shall be liable to us for lost profits resulting from such suspension or termination. Limitation of liability shall not apply to the foregoing obligation.

Intellectual Property Rights

Intellectual Property Rights to the Platform. The Platform’s source code is our proprietary creation and our trade secret to which no access permitted to the subscriber. We are entitled to use, modify, offer, license, grant any rights and interest in relation to, and/or exploit, whether commercially or otherwise, the Platform, to any third-party as we may deem fit, without an intimation to or reference to the subscriber. Any unauthorized access, or attempt to gain access, to the Platform’s source code by the subscriber will result into termination of the License and in addition, may render the subscriber and its concerned third-party principal liable to criminal prosecution under the applicable law. No licenses, rights, permissions, approvals, or interests are granted to the subscriber other than those which are expressly stated in these Terms. The License does not, under any circumstances, give the subscriber any right to the source code and/ or object code of the Platform.

Ownership of Subscriber Data. The subscriber owns all right, title and interest in (i) all data that the subscriber imports into the Platform, including but not limited to information about advertising campaigns and the subscriber’s account, and (ii) the ads that the subscriber provides (jointly, “Subscriber Data”). We may use subscriber data to provide the Platform and our products and services, to comply with the requirements of the applicable laws, and to build data science capabilities and features that improve the Platform and our products and services. Notwithstanding the use of the subscriber data as aforesaid, the Intellectual Property Rights in the capabilities and features so developed shall belong entirely and exclusively to us. The subscriber acknowledges that inventory partners and publishers have access to Subscriber Data and other relevant information in connection with the purchase of their inventory.

Ownership of RD&X Data. We own all right, title and interest in the data residing in the Platform and in our products and services that does not constitute Subscriber Data (“RD&X Data”). The subscriber may use RD&X Data solely:

Other data. Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by the subscriber to us relating to the Platform, our products or our services (collectively, “Feedback”) are provided voluntarily. The subscriber agrees that all Feedback may be used by us without compensation, accounting or attribution to the subscriber, and the subscriber grants a perpetual, irrevocable, fully paid-up license to us to use the Feedback with such modification as we may deem fit, without a reference to the subscriber.

Other rights in data. Aside from the rights granted herein, we do not grant the subscriber any other right, express or implied, and we reserve all rights not expressly granted hereunder, including all Intellectual Property Rights. “Intellectual Property Rights” means any or all rights in, arising out of, or associated with any or all of the following: (i) all local, foreign and international patents and patent rights (including all patents, patent applications and any and all reissues and extensions thereof); (ii) all trademarks, service marks and rights, trade names and trade name rights, service names and service name rights (including all goodwill, common law rights and governmental or other registrations or applications for registration pertaining thereto), designs, brand names, business and product names, internet domain names, logos and slogans; (iii) all copyrights (including all common law rights, and governmental or other registrations or applications for registration pertaining thereto, and renewal rights therefor); (iv) all sui generis database rights, ideas, inventions (whether patentable or not), improvements, technology know-how, trade secrets, formulas, systems, processes, designs, methodologies, models, works of authorship, databases (including consumer/ customer data), content, graphics, technical drawings, algorithms, modules, computer programmes, technical documentation, business methods, work product, intellectual and industrial property licenses, proprietary information and documentation relating to any of the foregoing; (v) all industrial designs and any registrations and applications therefor throughout the world; (vi) all computer software including all source code, object code, firmware, development tools, files, records and data, and all media on which any of the foregoing is recorded; and (vii) all similar, corresponding or equivalent rights in respect of any of the foregoing.

End-User Privacy Rights

Notice to end-users. The subscriber will take measures to ensure that end-users are provided a notice on websites where data is collected and used in association with the Platform or our products or services. For this purpose, a notice means (i) a description of the collection and use of data from and about end-users for advertising purposes by third parties such as us, and (ii) access to an opt in or opt out choice with respect to such data collection that applies to us, including with respect to cookies and similar technologies as is required by law or otherwise in accordance with industry self-regulatory principles.

Restricted processing. The subscriber shall not use the Platform or our products or services for any non-marketing purposes whatsoever, such as to arrive at decisions relating to eligibility for, or pricing of, employment, credit, health care, insurance, housing, or education. We reserve the right to restrict the data that we may allow or make available on the Platform or through our products or services in our reasonable discretion to protect end-user privacy. The subscriber shall not knowingly cause us or the Platform, or our products or services, to process:

Permissions, etc. For any data that the subscriber collects using the Platform or our products or services, or uploads into the Platform, or directs to be collected or uploaded, such as by using Platform features like pixels, tags, cookies, or APIs, the subscriber will ensure that all necessary rights and permissions are established for the use of such data in the Platform and in association with or our products and services, and that such use of the concerned data is strictly in compliance with all applicable laws and terms of the applicable publishers. We reserve the right to place the AdChoicesTM icon (or a similar icon) on the ads provided by the subscriber via the Platform or our products or services that do not already include such icon, and pass through such fees, which fees shall not exceed $0.01 CPM.The subscriber represents and warrants that any data that is used as an audience identifier and/or classified as personal data and uploaded or used within the Platform for activation, targeting or categorization has been obtained via opt-in consent or otherwise entitled to provide such data to RD&X for the purposes and/or in accordance to the terms of RD&X’s privacy policy and the terms herein.

The subscriber represents and warrants that to the extent that information is collected from an end-user or is obtained by subscriber, subscriber represents and warrants that all appropriate consents and waivers have been or will be obtained from such end-user in accordance with applicable laws and regulations (including the General Data Protection Regulation 2016/679). With respect to any website (includes conventional websites, mobile websites, applications, portals, games) which is a "Web site or online service directed to children" as defined under the Children's Online Privacy Protection Rule ("COPPA"), Customer will not use or allow use of the Platform, in connection with any activity that may violate COPPA, including, without limitation: (i) placing behaviourally targeted advertisements; (ii) creating profiles of the end users of Web site or online service directed to children; or (iii) collecting personal information (as defined in COPPA) from the end-users of Web site or online service directed to children. RD&X will not be responsible or liable for any failure by an inventory provider to properly categorise whether or not any particular inventory is a Web site or online service directed to children.

Compliance with laws

Additional compliances. Certain jurisdictions may impose data privacy requirements that are additional to those contained in these Terms. To the extent that we process data on the subscriber’s behalf that is from or about individuals in regions where these additional requirements are prescribed, the subscriber hereby agrees to abide and be bound by the terms and conditions of the applicable laws of such jurisdictions. Further in such cases, the subscriber hereby agrees to be bound by the terms and conditions of, as applicable: (i) the RD&X Data Processing Agreement (the “RD&X DPA”) as published at https://gdpr.rebid.co/data-processing-agreement/ and updated by us from time to time; and/or (ii) the RD&X Privacy Addendum (the “RD&X Privacy Addendum”) as published at https://gdpr.rebid.co/privacy-addendum/ and updated by us from time to time. As applicable based on the data being processed, the RD&X DPA and/or the RD&X Privacy Addendum shall be deemed to be incorporated herein by reference.

The subscriber shall abide by all applicable export control laws, rules and regulations applicable to the Platform. The subscriber agrees that it will not export, re-export, or transfer the Platform, in whole or in part, to any country, person, or entity subject to U.S. export restrictions. The subscriber represents that it is not named in any U.S. government denied party list and shall immediately notify us in the event it is named on any such list.

Limitations and Restrictions

Disclaimers. The subscriber acknowledges and agrees that:

Limitation of Liability. EXCEPT FOR OBLIGATIONS WHICH ARE EXPRESSLY STATED TO BE OUTSIDE THE PURVIEW OF THIS LIMITATION OF LIABILITY PROVISION, AND EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR THE SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND (II) IN NO EVENT WILL OUR MAXIMUM AGGREGATE LIABILITY FOR DAMAGES HEREUNDER EXCEED THE TOTAL AMOUNT OF USD 100 IN THE AGGREGATE TOWARDS A SUBSCRIBER. FOR ANY BREACH OF OUR SERVICE OBLIGATIONS, THE SUBSCRIBER’S EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF SERVICE OBLIGATIONS. IN NO EVENT SHALL A SUBSCRIBER BE ENTITLED TO RECOVER MORE THAN ONCE FOR THE SAME CATEGORY OF LOSS OR DAMAGE FROM THE SAME INCIDENT UNDER BOTH THESE TERMS AND THE RD&X DPA, OR OTHERWISE. FURTHERMORE, THE SUBSCRIBER ACKNOWLEDGES THAT WE AND OUR AFFILIATES ARE NOT LIABLE FOR TRANSACTIONS EXECUTED BY THE PLATFORM AS A RESULT OF ERRORS MADE IN ENTERING INFORMATION INTO THE PLATFORM BY THE SUBSCRIBER OR ON THE SUBSCRIBER’S BEHALF, INCLUDING INCORRECT PRICING, TARGETING OR BUDGETING INFORMATION. NOTWITHSTANDING ALL OF THE FOREGOING, NOTHING HEREIN SHALL LIMIT THE SUBSCRIBER’S OBLIGATION TO PAY FOR MEDIA SPEND AND FEES INCURRED. WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO THE SUBSCRIBER FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE. THE SUBSCRIBER ACKNOWLEDGES AND UNDERSTANDS THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF OFFER OF THE PLATFORM AND OUR PRODUCTS AND SERVICES, THAT WE HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY TO OFFER THE PLATFORM AND OUR PRODUCTS AND SERVICES.

Indemnification. We shall indemnify, defend and hold harmless the subscriber and its directors, officers, employees and agents (and their respective successors, heirs and assigns) (“Subscriber Parties”) against any claim, liability, damage, loss or expense (including reasonable attorneys’ fees and costs) (“Liabilities”) incurred by the Subscriber Parties in connection with (i) contravention of any provision of these Terms, and (ii) any third-party claim that our proprietary technology, in the form provided by us, infringes any US patent or other third party intellectual property right. The subscriber shall indemnify, defend and hold harmless us, our associates (including inventory partners and publishers) and our respective directors, officers, employees and agents, its and their respective successors, heirs and assigns (“RD&X Parties”) against any Liabilities incurred by the RD&X Parties in connection with any third party claim arising out of or relating to (i) the subscriber’s or its third-party principal’s use of the Platform or our products or services in contravention of any of the Terms; or (ii) any advertisement or other material with which the subscriber’s or its third-party principal uses on or in connection with the Platform (including the ads, landing pages and other materials of Company and its Clients) or our products or services; or (iii) any other unlawful conduct engaged or non-compliance with any applicable laws and regulations by the subscriber in relation to the performance of its obligations hereunder; or (iv) any claim for infringement of any RD&X’s trademarks or any other intellectual property rights owned by or licensed to RD&X; or (v) any claim for infringement of any third-party intellectual property rights or breach of terms of agreements with a third-party. The indemnified party will provide the indemnitor with prompt notice of any claim (provided that the failure to promptly notify shall only relieve indemnitor of its obligation to the extent it can demonstrate material prejudice from such failure) and at the indemnitor’s expense, provide assistance reasonably necessary to defend such claim. Without the indemnified party’s prior written consent, which, in the case of (i) and (ii) below, shall not be unreasonably withheld or delayed, the indemnitor shall not enter into any settlement or compromise that (i) would not fully absolve the indemnified party of liability, (ii) would contain any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of the indemnified party, or (iii) would restrict or limit the indemnified party’s business or operations. With respect to any data privacy, or other governmental or regulatory investigation or claim, the indemnified party shall have the option to have sole control of the defence and any settlement negotiations at the indemnitor’s expense.

Confidentiality. “Confidential Information” means any information relating to or disclosed in the course of the use of ReBid ADP by the subscriber, which is or should be reasonably understood to be confidential. The data regarding the performance of the Platform and our products and services is Confidential Information. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations under these Terms. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party. Confidential Information does not include information that (i) is or becomes part of the public domain through no fault of the receiving party, (ii) was already in possession of the receiving party, or (iii) was independently developed by the receiving party without violation of this clause. The receiving party may disclose Confidential Information if required to do so by law, if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. The subscriber shall keep confidential any third-party information provided through the Platform (“Third-Party Data”), and use such Third-Party Data solely for purposes of planning and administering campaigns, including post-campaign analysis. For clarity, the subscriber may not (i) extract Third-Party Data; (ii) disclose, display, copy, transmit, reproduce, or duplicate the Third-Party Data for any purposes except as expressly stated in this clause; (iii) make any use whatsoever, whether internally or externally and whether for commercial purposes or otherwise, of any Third-Party Data or information derived therefrom except through the Platform as permitted in this clause; or (iv) rent, sell, sublicense, transfer, grant any rights in, modify, reverse engineer or create derivative works of (including analytics based on, except as described in this clause) the Third-Party Data.

Publicity. The subscriber will not make any public statement relating to these Terms without our prior written approval. The subscriber grants us a non-exclusive, irrevocable, fully paid-up license to include the subscriber’s name and logo in our marketing, promotional materials and client lists till such time that the subscriber continues to enjoy a valid License.

Terms of Rebid Buy Plans

Features. During the term of the subscription of the Rebid Buy Plan, the subscriber is provided access to certain features which are more particularly described below.

In case of Starter Plan

  • Detailed Reports

  • Search + Social Media (Google Ads+ Meta Ads+ LinkedIn Ads+ X Ads) Campaign Activation

  • Onboarding Support – Network Setup by ReBid

  • Video Tutorials

  • Standard Support – Email Support

In case of Pro Plan

  • Detailed Reports, Live Dashboards & CXO View

  • Search + Social Media (Google Ads+ Meta Ads+ LinkedIn Ads+ X Ads) Campaign Activation

  • All Programmatic platforms (Display, Native and Video) for Campaign Activation (Zemanta, Xandr, Mediamath, The Trade Desk, IPinYou, Amobee, Verizon, DV360)

  • Programmatic Access via ReBid contracts: Prepaid / Post-paid

  • DSP Access (ReBid Desk): Prepaid / Post-paid

  • Onboarding Support: Setup by ReBid Full Day Video conference training

  • Standard Support: Email Support and Platform Support Non-Standard Requests handled by ReBid Support

Do note that Programmatic Post-paid charges will apply in case of

  • DSP Access (ReBid Desk): Prepaid / Post-paid

  • Programmatic Access via ReBid contracts: Prepaid / Post-paid

Manner of Operation. Our obligation is only to provide the use of the Platform on an as-is basis, subject to the terms contained in these Terms of Use. The subscriber undertakes to adhere to the policies, terms and conditions of respective media buying platforms which they use through the Platform and the subscriber agrees to indemnify us for any default arising under such use by the subscriber. For each campaign, an Insertion Order (IO) will be entered into which becomes effective and binding on the subscriber in the following manner:

  1. For Starter plan. As on the date, the subscriber sets up and runs advertisements and social media campaigns using their own account and credentials on Rebid platform.

  2. For Pro plan. As on the date, the subscriber sets up and runs advertisements and social media campaigns using their own account and credentials or RD&X account on Rebid platform. In case, the subscriber is using RD&X account for running campaigns, RD&X must be in receipt of full fees and overall campaign budget to run campaigns using the Platform and the subscriber will be required to accept the campaign item budgets. Acceptance of these budgets requires explicit action and password entry available only to properly authorized subscriber’s personnel using the Rebid platform.

Fees. The selection of a plan fee shall be subject to payment of the periodic fees displayed on the Platform. The plan fee has to be paid 100% in advance. Plan fee excludes media spends, which shall be payable additionally as per the plan opted and shall be subject to the terms of the respective social media buying platforms.

Media spends. In case you use your own account to incur media spends, you are responsible for payment of media spends to respective media buying vendors. In case of subscribers of Pro Plan who opt for the facility to use our RD&X accounts to incur media spends, the facility shall be subject to an advance deposit of 100% of the budgeted spends. Upon the depletion of the deposit so maintained, the subscriber shall be required to replenish the deposit so exhausted to the extent of 100% of the budgeted spends so as to be able to run the campaigns without interruption. We shall invoice the subscriber for the entire amount of the overall spends expended from our RD&X account on the campaign end date. All reported numbers for the purposes of billing and campaign delivery reporting shall be based on the Platform outputs.

Approval of budget, etc. The subscriber is solely responsible for approval of budgets, for executing media campaigns, for determining and incurring media spends, and remittance of media spends to respective social media buying platforms. The subscriber confirms that once a budget is approved by them, then such budget cannot be modified, and the subscriber is liable for spends made through every campaign thereafter. The subscriber is bound by the parameters of the selected subscription plan, including limitation of overall media spends.

Learning budget. In cases where the subscriber allocates a learning budget, we will run a test campaign within such learning budget in order to ascertain if the subscriber’s target metrics can be achieved. If it is determined that the target metrics are not so met, we will terminate the campaign and make available the unused balance of the budget as a credit for future campaigns by the subscriber.

Refund. License Fees are non-refundable. However, any amounts maintained by you in your accounts towards media spends are refundable, subject to such terms as are applicable on the date of such refund.

Change of plan. If the media spends of the subscriber exceeds the limits under the selected subscription plan, then the subscriber will automatically be upgraded to the next plan. Such upgrade will attract the increased fees in respect of the then applicable plan. Except for the aforesaid circumstance, the subscriber shall not be allowed to modify the plan selected by them. A downgrade of the plan, once selected by the subscriber, is not permitted.

Compliance with terms of media buying platforms. The subscription to the concerned plan is contingent on the maintenance of the good-standing status of the subscriber with the respective media buying platforms. In case of a non-compliance by the subscriber of the policies of respective media buying platforms, the subscriber agrees that they may not be able to fully use the features of the concerned plan. For any loss or damage caused to us resulting from such non-compliance as aforementioned, the subscriber agrees to indemnify us and to hold us harmless against all losses, damages (including loss of business) and penalties arising out of such non-compliance.

Estimates..All parameters relating to a campaign, including the campaign start dates, advertisement run dates and timings, and campaign end dates, are merely estimates. We shall use all reasonable efforts to comply with these parameters, but may advance or delay any schedule without assigning reasons. All foreign currency conversions for campaign budgets, reporting or any other presentation on the Platform are based on estimates. Actual rates, as and when determined, shall apply in such cases.We will refer to the actual rates at the time of invoicing.

Technical Details of Creatives. Unless otherwise specified by any social media buying platforms, the following technical details apply.

The following ad formats may be used.

The recommended maximum file size is 40kb.

Accepted ad sizes include:

END OF TERMS OF USE