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Relābe LLC
Terms and Conditions of Use

Welcome to the website of Relābe LLC. Please read these Terms and Conditions of Use ("TCU") carefully before using or obtaining any content, information, products or services through our website. Your use of the services through our website will constitute your acceptance of these TCU.

1. Welcome to Relābe!

Thanks for your interest in our advertising technology services (the Services)! By using our Services, you agree to these TCU (the Relābe Terms) and the Relābe Program Policies that apply to use Relābe.com by User (collectively, the Agreement). If ever in conflict, to the extent of such conflict, the Relābe Terms will take precedence over any other terms of the Agreement.

As used in the Agreement:

"User", "you" or "publisher" means the individual or entity (and/or any individual, entity or successor entity, agency or network acting on your behalf) who establishes a connection for access www.Relābe.com and use the Services, "We", "us" or "Relābe" means Relābe, LLC., and the parties means you and Relābe.

"Property" refers to websites.

2. Access to the Services; Relābe Accounts

Your use of the Services is subject to your creation and our approval of a Relābe account (an Account). We have the right to refuse or limit your access to the Services. By applying to use the Services, if you are an individual, you represent that you are at least 18 years of age. Relābe may refuse to provide the Services to any Property. Any Property that is a software application and accesses our Services (a) may require pre-approval by Relābe in writing, and (b) must comply with Relābe's Software Principles.

3. Using our Services

User shall expressly agree that use of the website is at User’s own risk, and shall bear any and all responsibilities for actions carried out under and the results from the use of our Services. We expect you to show good business judgement while accessing our services. You will only allow authorized individuals to have access to our services and will make sure that you protect access to our services with the same rigor that we apply to protect your data and access. User shall use the Website for lawful purposes only. User shall not post or transmit through the Website any material which: 1. violates or infringes in any way upon the rights of third parties; 2. is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; 3. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; or 4. contains advertising or any solicitation with respect to products or services, unless Relābe has expressly approved such material in advance of its transmission in writing. Any conduct by a User that in Relābe's sole opinion restricts or inhibits any other User from using or enjoying the Website is expressly prohibited. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant code from your Websites.

4. Changes to our Services; Changes to the Agreement

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.

We may modify the Agreement at any time. Relābe reserves the right to change or discontinue any aspect or feature of relabe.com, including, but not limited to, content, hours of availability, and equipment needed for access or use, at any time. Relābe reserves the right to change or modify the terms and conditions applicable to User's use of the Website, or any part thereof, or to impose new conditions, including, but not limited to, additional or modified fees and charges for use at any time. Such changes, modifications, additions or deletions shall become effective 14 days after they are posted on the Website, or notified by electronic mail, or by any other means by which the User obtains notice of the same. Any use of this Website by User after such posting or notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. Changes will not apply retroactively, but changes addressing new functions for a Service or changes made for legal reasons will be effective immediately.

5. Payments

Subject to this Section 5 and Section 10 of these Relābe Terms, you will receive a payment related to the number of valid clicks on Ads displayed on your Properties, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, in each case as determined by Relābe. The minimum payment amount for ad income is $100. Withdrawals to a 3rd party account require a minimum of $100. This amount may be amended by Relabe from time to time without previous notice to the User.

Except in the event of termination, we will pay you within 60 days following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold.

Where amounts owed to you by a demand or buyer partner (including Google) are settled through Relābe, you appoint Relābe as your agent for the limited purpose of collecting those amounts on your behalf, and Relābe accepts that appointment. Such amounts remain your property; Relābe receives them solely as your agent, for your convenience, and a demand or buyer partner's payment to Relābe of amounts owed to you constitutes payment to you.

Unless expressly authorized in writing by Relābe, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Services.

Payments will be calculated solely based on our accounting. 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 Relābe and its buyer partners at its sole discretion. Invalid activity is determined by Relābe or its buyer partners in all cases and includes, but is not limited to, (i) spam, invalid queries, 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, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled; and (iv) clicks or impressions co-mingled with a significant amount of the activity described in (i, ii, and iii) above.

In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify Relābe in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. Relābe will settle all technology fees and/or licenses required and related to ad serving on the publisher’s behalf. If an advertiser whose Ads are displayed on any Property defaults on payment to Relābe, we may withhold payment or charge back your account. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

6. Taxes

As between you and Relābe, Relābe is responsible for all taxes (if any) associated with the transactions between Relābe and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Relābe's net income. All payments to you from Relābe in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

7. Intellectual Property; Brand Features

Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party's licensors.

If Relābe provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Relābe, in the manner permitted by the Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter Relābe's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Relābe services, software, or documentation.

We grant you a non-exclusive, non-sublicensable license to use Relābe's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (Brand Features) solely in connection with your use of the Services and in accordance with the Agreement and the Relābe Branding Guidelines. We may revoke this license at any time. Any goodwill arising from your use of Relābe's Brand Features will belong to. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

8. Privacy

Our privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Relābe can use such data in accordance with our privacy policy.

You will ensure that at all times you use the Services, the Properties have a clearly labeled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from end users' devices in connection with the Services, including, as applicable, information about end users' options for cookie management.

You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.

Seller General Data Protection Responsibilities

Relābe is a controller for Seller's personal data and does process visitor personal data. By applying for a Seller account you are consenting to use your personal data for the purposes provided under our Privacy Policy.

For Relābe product used on any site under your control, the following duties apply for end users in the European Economic Area:

By applying for a Seller’s account, you are consenting to use your User Personal Information for the purposes provided under our Privacy Policy. If you are a European resident, you have the right to access personal information we hold about you and to ask your personal information be corrected, updated or deleted. If you would like to exercise this right, please contact us through the contact information provided at the Privacy Policy disclosure. Additionally, if you are a European resident, note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests.

Relābe will limit the processing of the data, collect only the data which is necessary, and not keep personal data once the processing purpose is completed. This would effectively comply with the following requirements of the GDPR: 1) forbid processing of personal data outside the legitimate purpose for which the personal data was collected, 2) mandate that no personal data, other than what is necessary, be requested and 3) ask that personal data should be deleted once the legitimate purpose for which it was collected is fulfilled.

Relābe will obtain end users’ legally valid consent to the use of cookies or other local storage where legally required; and the collection, sharing, and use of personal data for personalization of ads or other services. Relābe will retain records of consent given by end users; and provide end users with clear instructions for revocation of consent. Relābe will also identify each party that may collect, receive, or use end users’ personal data because of the use of a Relābe product, and will provide end users with prominent and easily accessible information about that party’s use of end users’ personal data.

9. Confidentiality

You agree not to disclose Relābe Confidential Information without our prior written consent. "Relābe Confidential Information" includes: (a) all Relābe software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by Relābe that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Relābe Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 9, you may accurately disclose the amount of Relābe's gross payments resulting from your use of the Services.

10. Termination

You may terminate the Agreement at any time by completing the account cancellation process. Relabe’s account cancellation process requires that User notify Relabe in written of their intention to cancel the Relabe account. The Agreement will be considered terminated within 10 business days of Relābe's receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 60 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid.

Relābe may at any time terminate the Agreement or suspend or terminate the participation of any Property in the Services for any reason. If Relābe or one of its buyers determines that significant invalid activity was performed on your account, Relābe may terminate the Agreement immediately or at Relābe’s own discretion, provide you with a period of time not no extend more than 90 days from the invalid activity determination, for you to suspend, discontinue, correct or eliminate the invalid activity. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If the account is terminated due to your breach or due to invalid activity, advertisers will not be billed for the last pay period or for the last 60 days, whichever is greater. If the account is terminated any unpaid amounts still deemed payable will be paid within 90 days following any calendar month in which they were earned. If you breach the Agreement or Relābe suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other Relābe products.

11. Indemnity

You agree to defend, indemnify and hold harmless Relābe, its affiliates and their respective directors, officers, shareholders, employees, agents, and advertisers from and against any and all third-party claims, expenses and liabilities arising out of or related to the Properties and User’s use of this website, including attorney’s fees, any content served on the Properties that is not provided by Relābe, your use of the website, or your breach of any term of the Agreement. Relābe's advertisers are third-party beneficiaries of this indemnity.

12. Representations; Warranties; Disclaimers

You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) Relābe has never previously terminated or otherwise disabled a Relābe account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Relābe is correct and current.

OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE AS IS.

TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL RELĀBE, OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITE, BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY ARISING OUT OF THE USE OF THE WEBSITE, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER RELĀBE, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE WEBSITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, MORAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

14. Miscellaneous

Entire Agreement; Amendments

The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the website and the Services after Relābe modifies the Agreement.

Assignment

You may not assign or transfer any of your rights under the Agreement.

Independent Contractors

The parties are independent contractors, and the Agreement does not create an agency, partnership, or joint venture.

No Third-Party Beneficiaries

Other than as set forth in Section 11, this Agreement does not create any third-party beneficiary rights.

No Waiver

Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver.

Severability

If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.

Survival

Sections 7, 9, 10, 11, 13, and 14 of these Relābe Terms will survive termination.

Governing Law; Venue

This Agreement shall be construed in accordance with the laws to the Commonwealth of Puerto Rico, without regard to its conflict of laws rules. Any cause of action of any nature arising out of this Agreement shall be brought in the Commonwealth of Puerto Rico.

Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

Communications

In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings.

15. Arbitration

The parties agree that any dispute arising from this Agreement shall be submitted to binding arbitration to resolve. Such arbitration shall be held in Puerto Rico in accordance with the commercial rules of the American Arbitration Association (AAA). All disputes shall be before a panel of three arbitrators, chosen by the AAA, who have at least ten years' experience in commercial litigation in the software industry.

16. No Class Action

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND RELĀBE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Unless both User and Relābe agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

17. Program Policies

Content Policies

Websites or other properties that display the provided ads must not contain any of the following:

  • Pornographic, adult, or mature content.
  • Violent content.
  • Hate speech (including content that incites hatred or promotes violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity), harassment, bullying, or similar content that advocates harm against an individual or group.
  • Excessive profanity.
  • Hacking/cracking content.
  • Illicit drugs and drug paraphernalia content.
  • Sale of tobacco or tobacco-related products.
  • Sale of weapons or ammunition (e.g., firearms, firearm components, fighting knives, stun guns).
  • Sale of products that are replicas or imitations of designer goods.
  • Sale or distribution of pre-written term papers or student essays.
  • Content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails.
  • Online gambling or online casino-related content, sale of alcohol or sale of prescription drugs unless expressly permitted by Relābe.

Invalid Activity

  • You must not use artificial means to inflate impressions, conversions and/or clicks (e.g. click fraud).
  • You must not distribute malware or deliver ads that link to pages that distribute malware.
  • You must not use device fingerprints or locally shared objects (e.g. Flash cookies, Browser Helper Objects, HTML5 local storage) other than HTTP cookies, or user-resettable mobile device identifiers designed for use in advertising.
  • You must not use systems that overlay ad space on a given site without express permission of the site owner.

Site Behavior

Sellers are prohibited from displaying ads on websites and other properties that do any of the following: (i) change user preferences or initiate downloads without the user's express consent, (ii) redirect users to unwanted websites, or (iii) contain pop-ups or pop-under or any other elements that interfere with site navigation.

Traffic Sources

Sellers may not provide inventory to Relābe that do the following:

  • Be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation. For clarification, this prohibition precludes the use of any system that overlays or creates ad space on a given site without the express permission of the site owner, including without limitation toolbars.
  • Receive traffic from online advertising such as link exchange, pop-up and similar traffic. Users should always be able to easily find what an ad is promising.

Webmaster Guidelines

Sellers are required to adhere to general webmaster quality expectations including but not limited to:

  • Do not place excessive, repetitive, or irrelevant keywords in the content or code of webpages.
  • Avoid hidden text or hidden links.
  • Avoid "doorway" pages created just for search engines, or other "cookie cutter" approaches such as affiliate programs with little or no original content.
  • Do not include deceptive or manipulative content or construction to improve your site's search engine ranking (e.g., your site's PageRank).
  • Create a useful, information-rich site, and write pages that clearly and accurately describe your content.

Location Data

In addition to the Location data provisions in the Platforms program policies, if a Seller (i) collects (whether through direct or indirect means); (ii) processes, or (iii) discloses any information that is derived from an end user's GPS, Wi-Fi or cell tower data, then that Seller must (A) obtain express (i.e., opt-in) consent from its end users to all uses of such data, and (B) disclose in its privacy policy all such uses of such data (including without limitation, for example, any sharing of such data with third parties).

Technical Support

Prior to making any support request to Relābe, Sellers will first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without any escalation to Relābe. Thereafter, a written request for technical support can be submitted.