Please read carefully before using the MagicBid Website or the MagicBid Services. These Terms of Use (“Terms”) are a legal agreement between You, a “Publisher Partner” and MagicBid, LLC., (“MagicBid”). By accessing the MagicBid website, currently located at MagicBid.AI (the “Website”) and using any of the MagicBid Services (as defined below) accessible through the Website, You agree to, and are bound by, the terms and conditions of these Terms and the Privacy Policy of MagicBid for as long as you continue to use the Website or MagicBid Services.If you do not agree to be bound by these terms, do not use the site or the MagicBid Services.If you are an individual user, in order to utilise and register for the MagicBid Services, you must be at least 18 years old. By using the MagicBid Services, you represent and warrant that you are at least 18 years old.We reserve the right to modify the Terms at any time. Such modified Terms will become effective and will apply to your use of the MagicBid Services upon our posting such Terms to the Website. Your continued use of our MagicBid Services after a modification has been posted shall be deemed to constitute acceptance by you of any modified Terms. It is your sole obligation to review the Terms and to be aware of any modifications.

1. Description of the MagicBid Services

MagicBid provides an ad mediation solution aimed at optimising mobile advertisements for publishers and software developers on end users’ mobile applications and websites (collectively, the “MagicBid Services”). MagicBid Services allow You, as a Publisher Partner, to offer and sell elements of an application that You designate for placement of ads (“Your Inventory”) to any advertiser, demand side platform, or advertising network, who bids to buy Inventory listed by You.

2. Your Account

Your account is for your personal use only. You are responsible for the confidentiality of your login information, including your username and password, via whatever method you choose to access the MagicBid Services, and for all use of the MagicBid Services by users using your login information. You may not authorise others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You will immediately notify MagicBid of any unauthorised use of your login information, or any unauthorised access to your account. You acknowledge that MagicBid is not responsible for third party access to your account that results from theft or misappropriation of your usernames and passwords.

3. Conditions, Restrictions and Obligations for Publisher Partners.

You will not provide inaccurate, misleading or false information to MagicBid. If information provided to MagicBid subsequently becomes inaccurate, misleading or false, you will promptly notify MagicBid of such change. You will not harass, annoy, intimidate or threaten any MagicBid employees or agents engaged in providing any portion of the MagicBid Services to you.Your right to use the MagicBid Service is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the MagicBid Services at any time. In addition, we may impose limits on certain features and aspects of the MagicBid Services or restrict your access to parts or all of the MagicBid Services without notice or liability and for any reason. MagicBid reserves the right to terminate your use of the MagicBid Services if you misuse the MagicBid Services in any way, or act in an inappropriate, unlawful or illegal manner, in our sole and absolute discretion.You shall not authorise or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization MagicBid Services and/or software. You must have an active application that is currently published in the App Store, Google Play or Amazon Store. If at any point the application is removed from those platforms, but impressions generated from MagicBid ads continue, You acknowledge, understand and agree that You may not receive earnings derived from such impressions.

4. Licenses

You may list assets including but not limited to mobile sites, applications, and device platforms (“Mobile Properties”) and make them available for advertisement. You hereby grant MagicBid the right to access, index, store and cache requests made from your mobile websites (“Mobile Property”) to the MagicBid Services, including by automated means. You allow MagicBid to access your applications to serve MagicBid’s personalised advertisements. You are prohibited from using the MagicBid Services in an app that offers any real monetary value to the end users. You will have the ability to block any offers and/or advertisements before they are made available to Users.

5. Fees

Subject to your compliance with these Terms, MagicBid will pay you a portion of the revenues actually received by MagicBid from advertisers for Advertisements displayed on your advertising inventory via the MagicBid Services, as determined by MagicBid from time to time in its sole discretion. The compensation payable to you shall be based on a percentage of the Net Revenue (“Net Revenue Share”). Net Revenue Share is determined dynamically for each impression and is based on terms negotiated programmatically between MagicBid and the advertiser. Payments will be calculated solely based on records maintained by MagicBid, and no other measurements or statistics of any kind will be accepted or have any effect. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by MagicBid in its sole discretion. Invalid activity is determined by MagicBid in all cases and includes, but is not limited to, (i) spam, invalid impressions or invalid clicks on ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (i) and (ii) above, or (iv) any breach of these Terms by you.

6. Terms of payment

Within forty-five (45) days after the end of each calendar month during the term of the MagicBid Services, MagicBid will provide you a written or electronic report, or will enable you to access such reports online, showing the bases for calculating the Net Revenue Share for such month. If you dispute any payment made in connection with the MagicBid Services, you must notify MagicBid in writing within forty-five (45) days of any such payment. Failure to so notify MagicBid shall result in the waiver by you of any claims related to such disputed payment. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the MagicBid Services.Regular payouts, which are the standard payouts we issue every month by default, MagicBid agrees to issue the payment on a net 45 term basis. This payout includes revenue calculated at the last second of the last day of the month.If you choose our immediate payout option, MagicBid agrees to issue the payment within 5 business days from the date of the request or MagicBid will issue a delay notice. If opting for our immediate payout option, MagicBid will charge a 4% fee.You must have an active application that is currently published in the App Store, Google Play or Amazon Store. If at any point the application is removed from those platforms, but impressions generated from MagicBid ads continue, You acknowledge, understand and agree that You may not receive earnings derived from such impressions.

7. Incentivized Traffic

Incentivized traffic is when a publisher compensates end users for watching an Advertisement and/or taking a particular action by providing a virtual benefit – from in-app currency to redeemable points and artefacts.As a publisher using MagicBid’s Services, You agree that the sole and exclusive format for Incentivized Traffic shall be rewarded ad format. All other reward formats are prohibited. In addition, publishers are prohibited from using rewarded ads to offer monetary rewards of any kind, including, but not limited to, cash or gift cards. Under no circumstances may end users be rewarded by any “real world” monetary value unless allowed in writing by MagicBid on a case-by-case basis, subject to screening requirements, special economic terms, additional contractual terms, and provided that such monetary value will never:

• Involve cash, in any currency, or cryptocurrencies;
• Incentivize and reward the download of other applications.

8. Disclaimer of Warranties, No Warranty/AS-IS

You are solely responsible for the content or information you post, upload, publish or display in connection with the MagicBid Services, or transmit to other users (“User Content”). We do not and cannot review all User Content posted or sent by users of the MagicBid Services. We are not responsible for any User Content. We reserve the right, but are not obligated to, delete, move or edit User Content that we, in our sole discretion, deem to be in violation of the guidelines set forth herein or any other applicable content guidelines or deem to be otherwise unacceptable.MagicBid is not responsible for the conduct, whether online or offline, of any user of the Website or of the MagicBid Services. MagicBid is not responsible for any problems or technical malfunction of any computer online systems, servers or providers, computer equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the MagicBid Services. Under no circumstances will MagicBid or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, resulting from anyone’s use of the Website or the MagicBid Services. MagicBid does not represent or warrant that the MagicBid Services are reliable, accurate, complete or otherwise free from defects, and any use thereof will be undertaken solely at Your own risk. The Website and the MagicBid Services are provided “AS-IS” and MagicBid expressly disclaims any and all warranties including without limitation the warranty of merchantability, the warranty of fitness for a particular purpose or the warranty of non-infringement. For the avoidance of doubt, MagicBid does not guarantee the results of the MagicBid Services or that the MagicBid Services will be correct, uninterrupted or error-free, that defects will be corrected, or that the MagicBid Services are free of viruses or other harmful components, that the MagicBid Services will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access MagicBid Services, (iii) for previously scheduled maintenance or (iv) relating to events beyond MagicBid’s (or its wholly owned subsidiaries or affiliates’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet MagicBid Services to an area where MagicBid (or its wholly owned subsidiaries or affiliates) or Your servers are located or co-located.From time to time, MagicBid may offer new “beta” features or tools with which its users may experiment on the MagicBid Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at MagicBid’s sole discretion. The provisions of this Disclaimer of Warranties section apply with full force to such features or tools.

9. Proprietary Information

All intellectual property rights in and to the MagicBid Services are and shall be owned exclusively by MagicBid. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the MagicBid Services are the property of their respective owners. No right or license to use any patent, copyright, trademark, service mark, trade secret or other intellectual property contained in the MagicBid Services, or in any software, systems, designs or processes related to the MagicBid Services, is granted to or otherwise conferred upon you as a result of your use of the MagicBid Services, and all such rights are reserved to and shall remain the exclusive property of MagicBid, its affiliates or third party licensors.The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You hereby acknowledge and agree that MagicBid is the owner of highly valuable proprietary information, including, but not limited to its technology and templates (collectively, “Confidential Information”). MagicBid owns and hereby retains all proprietary rights in the MagicBid Services and the Website, including but not limited to, all Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the MagicBid Services, without first obtaining the prior written consent of the owner of such proprietary rights.If You provide any feedback or suggestions to MagicBid in connection with this Agreement or the MagicBid Service (“Feedback”), You agree to assign and hereby do assign all right, title and interest in and to such Feedback to MagicBid.

10. Privacy & Data Use

By using the Website or the MagicBid Services, you are consenting to the terms of MagicBid’s Privacy Policy. The Privacy Policy uses the term “Supply Partner,” which is interchangeable with “Publisher Partner” as used herein. If there is any inconsistency between MagicBid’s Privacy Policy and these Terms, the former shall govern. In connection with the operation of the MagicBid Services, You may collect and provide MagicBid Service Data. “Service Data” includes any information that You collect under this Agreement, including end user device information, end user’s session-based browsing behaviour, information about ads served, viewed, or clicked on, http header information, and any other data that You elect to provide MagicBid. You agree that MagicBid will have the right to: (a) use and disclose Service Data (i) to provide any of the MagicBid Services, (ii) for its internal business purposes, (iii) to improve any products or MagicBid Services provided by MagicBid, and (iv) to enable, and allow for the improvement of, MagicBid Services provided by MagicBid demand partners and other third party partners; (b) use and disclose Service Data as may be required by law or legal process; and (c) use and disclose Service Data when it is aggregated, such that it does not identify You, any end user, or individual device. It is your responsibility to obtain any and all consents, waivers, approvals, authorizations and clearances from end users that may be required by applicable laws in connection therewith.We may use your email address to send you messages notifying you of important changes to the Website or the MagicBid Services. Further, we may contact you by telephone if you voluntarily provide us with your telephone number, in order to communicate with you regarding the MagicBid Services. If you do not want to receive such email messages or telephone calls (including at any wireless number you may have voluntarily provided us), please refer to our Privacy Policy to review your options.

11. Software End User Licence (“SDK”)

In order for MagicBid to provide you the MagicBid Services, you are required to download the MagicBid SDK, which are subject to the terms contained therein. The SDK end user licence terms are incorporated by reference into this Terms of Service and can be found In our Website.

12. Third Party Links

The Website and/or MagicBid Services may contain links to other Internet sites and resources (“Third Party Links”). MagicBid is not responsible for and has no liability for your use of Third-Party Links or the content thereof. By using Third-Party Links, you acknowledge and agree that MagicBid is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials at Third-Party Links. MagicBid does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third-Party Links or for any other materials, products, or MagicBid Services of third parties. MagicBid is not responsible for the contents of, updates to, or privacy practices of third parties operating Third-Party Links. The personal information you choose to give to such third parties is not covered by MagicBid’s privacy policies. You agree that you use Third-Party Links at your sole risk. We highly recommend you review and familiarise yourself with the terms of use and privacy policies of all Third-Party Links prior to using them.

13. Representation and Warranties

You represent and warrant to MagicBid that (i) you are the owner of each Mobile Property you designate in connection with the use of MagicBid Services or that you are legally authorised to act on behalf of the owner of such Mobile Property for the purposes of these Terms, and (ii) you have all necessary right, power and authority to enter into these Terms and to perform the acts required of you hereunder. You further represent and warrant to MagicBid that each of your Mobile Properties, any material displayed therein, and the Service Data: (a) complies with all applicable laws, statutes, ordinances and regulations, including without limitation all applicable data privacy laws and regulations; (b) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) does not contain any hate-related in content; and (d) will not introduce viruses or other malware to the MagicBid Services or MagicBid systems or end users.You specifically acknowledge and agree that MagicBid has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published by any advertiser, and that you are solely responsible (and assume all liability and risk) for determining whether or not such content is appropriate or acceptable to you.

14. Limitation of Liability

In no event will MagicBid be liable for any incidental, special, consequential or indirect damages arising out of or relating to the use or inability to use the website or the MagicBid Services, including, without limitation, damages for loss or corruption of data or programs, service interruptions and procurement of substitute MagicBid Services, even if MagicBid knows or has been advised of the possibility of such damages. Under no circumstances will MagicBid’s aggregate liability, in any form of action whatsoever in connection with these terms or the use of the MagicBid Services or the website, exceed the net amount paid by MagicBid to you during the three month period immediately preceding the date of the relevant claim, or, if no amount has been paid, the amount of $50.00.To the maximum extent permitted by applicable law, in no event will MagicBid be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the website or the MagicBid Services, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications with other registered users of the MagicBid Services. This includes any claims, losses or damages arising from the conduct of users who have registered under false pretences or who attempt to defraud or harm you.

15. Indemnification

You agree to indemnify, defend and hold harmless MagicBid, its officers, members, managers, directors and employees, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of or from (a) Your use of or inability to use the Website or MagicBid Services (b) your violation of any terms of these Terms or your violation of any rights of a third party, (c) Your indemnification obligations under this Agreement; or (d) Your violation of any applicable laws, rules or regulations including without limitation applicable data privacy laws and regulations. MagicBid reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MagicBid in asserting any available defences.

16. Term and Termination

These Terms will become effective upon your acceptance of the Terms by your use of the Website or the MagicBid Services and will remain in effect in perpetuity unless terminated hereunder. Either you or MagicBid may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. MagicBid reserves the right to immediately suspend or terminate your access to any of the MagicBid Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our MagicBid Services and any other records at any time at our sole discretion. Any fees paid hereunder are non-refundable and non-cancelable. You may terminate your account by following the instructions on the Website, or by sending a notice of cancellation to: support@MagicBid.ai. Upon termination of your account, your right to use the MagicBid Services will immediately cease and you will remove all MagicBid code from your Properties. Following any termination of use of the MagicBid Services, MagicBid reserves the right to send a notice thereof to other registered users with whom you have corresponded. The termination or expiration of these Terms shall not affect any of the provisions of these Terms which are expressly or by their nature should continue in force after such termination or expiration.

17. Copyright Infringement Claims – Digital Millennium Copyright Act Notice

If you believe that any material or content distributed by MagicBid constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of where, within the Application, the offending material is located; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf. The above information should be submitted to MagicBid at: support@MagicBid.ai

18. General Provisions

You agree that California law (without giving effect to its conflicts of law principles) will govern these Terms, the Website and the MagicBid Services and that any dispute arising out of, from, or relating to these Terms, the Website or the MagicBid Services will be subject to the exclusive jurisdiction and venue of the federal and state courts located in the Northern District of California. You acknowledge and agree that any violation of these Terms may cause MagicBid irreparable harm, and therefore agree that MagicBid will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that MagicBid may have for a breach of these Terms.These Terms, the Privacy Policy, and the SDK end user licence comprise the entire agreement between you and MagicBid regarding the use of these MagicBid Services, superseding any prior agreements between you and MagicBid related to your use of this Website or the MagicBid Services. Unless otherwise explicitly stated, the Terms will survive termination of your registration to the MagicBid Services. The failure of MagicBid to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is held invalid, the remainder of these Terms will continue in full force and effect. For purposes of contract interpretation, including resolution of any ambiguity, the parties acknowledge that the terms of the Terms should not be strictly construed against either party including the drafting party. The section titles in these Terms are for convenience only and have no legal or contractual effect. MagicBid will not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and, if applicable, the date for performance of the obligations affected will be extended accordingly) as a result of any event outside the reasonable control of MagicBid affecting its ability to perform any of its obligations under these Terms including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or MagicBid Services. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.Last update: August 30, 2023