Terms of Use
Streamr Terms of Use
These Terms of Use ("Terms") govern your access to and use of the Streamr Services, including this website located at streamr.ai, the Services UI, and any other products or services offered as Streamr Services by Magnite, Inc. (as successor-in-interest to streamrai, Inc., "Magnite"). Through the "Streamr Services," Customer will have access to services, made available through the "Services UI," that allow Customer to create Ads with the assistance of artificial intelligence (AI). By accessing or using the Streamr Services, you agree to these Terms on behalf of yourself or the entity you represent ("you" or "Customer"). You may not enter these Terms on behalf on an organization, company, or other entity unless you have the legal authority to bind such entity. If Customer and Magnite have entered into a separately executed written agreement governing Customer's access to or use of the Streamr Services, that agreement will supersede and control over these online terms in the event of any conflict.
1. SERVICES
1.1 Account Registration. For any account(s) that have been established to access the Streamr Services (each, an "Account"), Customer shall be responsible for providing accurate and current user information ("User Credentials"), and for maintaining, securing, and updating all users and User Credentials, as appropriate. Customer agrees to notify Magnite promptly of any unauthorized use of its User Credentials or Account or any other suspected breach of security relating to the Streamr Services. Customer is responsible for all activities that occur under its User Credentials and/or in connection with its Account (whether Customer's own activity or that of a third party acting on Customer's behalf) and for ensuring that any such third party handles the Streamr Services, and any data or information received in connection therewith, in accordance with the same requirements and restrictions applicable to Customer under these Terms.
1.2 Right to Access and Restrictions. Customer may access and use the Streamr Services solely as permitted and required under these Terms. Customer shall not: (a) resell, license, lease, or otherwise transfer or distribute any of the Streamr Services; (b) reverse engineer, decompile, or disassemble the Streamr Services; (c) modify, copy, or create derivative works of the Streamr Services; (d) use the Streamr Services or any outputs thereof to build, modify, train, or enhance a competitive product or service; (e) use the Streamr Services in a way that violates appliable laws or the Platform Policies, (f) interfere with or disrupt the Streamr Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations for the Services; or (g) authorize or permit any third party to do any of the acts described in this Section.
1.3 Third-Party Services. One or more third-party services may be available for Customer's use through the Streamr Services. Where Customer affirmatively selects such third-party services, Magnite bears no responsibility or liability in connection with those services.
1.4 Modifications; Support. Magnite reserves the right to modify, suspend, or discontinue the Streamr Services (in whole or in part) at any time. Magnite shall not be liable to Customer for any such modification, suspension or discontinuation, and Customer's sole remedy is termination of its Account. Unless expressly agreed in writing, Magnite has no obligation to provide support or maintenance of the Streamr Services.
1.5 Free Trial. If Customer registers for a free trial or is otherwise offered the opportunity to trial the Streamr Services free of charge, Magnite will provide a nominal number of free trial credits in Customer's Account, which expire two months from issuance. Until the earlier of (a) Customer using all trial credits, or (b) two months from first issuance of the trial credits ("Trial Period"), the Streamr Services are provided "as-is" without any warranty, notwithstanding Section 7, and Magnite's total liability arising out of or related to the Streamr Services during the Trial Period will not exceed $100.
2. AD CONTENT
2.1 Ad Content. Magnite shall have no liability or responsibility for the Ads created by Customer using the Streamr Services, and such Ads shall not be deemed part of the Streamr Services. With regard to any such Ads created by Customer, it is Customer's responsibility to ensure that such Ads are being created and used consistent with Magnite's Ad Quality Guidelines, available here (and as may be updated from time to time): https://www.magnite.com/legal/ad-quality-guidelines/.
2.4 Platform Policies and Activity. Customer shall comply with the Platform Policies and shall not engage in Prohibited Activities or make Prohibited Content available through the Streamr Services. Magnite may (but has no obligation to) review, restrict or remove any Ads or other content from the Streamr Service as it deems necessary. By submitting or otherwise providing Ads, information, or other materials to or through the Streamr Service, Customer grants Magnite and its Affiliates, a non-exclusive, royalty-free, right and license, with the right to sublicense, to use, reproduce, distribute, publish, publicly display and transmit such Ads and the information or other materials contained therein solely in connection with providing the Streamr Service(s).
3. PROPRIETARY RIGHTS & CONFIDENTIAL INFORMATION
3.1 Marks. Solely for the purpose of identifying Customer to provide the Streamr Services, Customer grants to Magnite a non-exclusive, royalty-free, and non-transferable (other than to an Affiliate or a successor-in-interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity) right and license to use, reproduce, and display Customer's Marks. To the extent Customer grants Magnite access to the Marks of a Customer client, (a) Customer represents and warrants that it is lawfully authorized to grant Magnite such rights, and (b) all references to Customer's Marks shall include the Marks of such clients. Magnite may make general reference to Customer's status as a customer of Magnite.
3.2 Ownership. As between the parties, Magnite shall own and retain all right, title, and interest in and to the Streamr Services and Magnite's Confidential Information, together with all Intellectual Property Rights therein. As between the parties, Customer shall own and retain all right, title, and interest in and to Customer's Marks and Customer's Confidential Information. Customer may, in its sole discretion, provide Magnite with suggestions or other feedback, which Magnite may freely incorporate into its products and services or otherwise use in its discretion, without payment of any royalty or any duty to account to Customer.
3.3 Confidential Information. As used herein, "Confidential Information" means all material or information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure (and whose disclosure is not otherwise permitted under the Agreement between Magnite and Customer). Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (b) was known to Receiving Party prior to its disclosure by Disclosing Party without restriction on use or disclosure; (c) was independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information or breach of any obligation owed to Disclosing Party; or (d) is received from a third party without restriction on use or disclosure. Receiving Party shall not use or intentionally disclose the Confidential Information of Disclosing Party, without Disclosing Party's consent, for any purpose other than to perform Receiving Party's obligations or exercise its rights under the Agreement. Such disclosures shall only be made to those third parties who are bound by confidentiality obligations at least as protective as those herein, and Receiving Party shall be responsible for the failure of any such third party to comply with Receiving Party's obligations hereunder. If Receiving Party is compelled by law or legal process to disclose the Confidential Information of Disclosing Party, it shall disclose only such portion of the Confidential Information that is required to be disclosed by law or legal process and shall provide Disclosing Party with (i) prompt prior notice of such compelled disclosure (to the extent legally permitted) and (ii) reasonable assistance, at Disclosing Party's expense, if Disclosing Party wishes to contest the disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).
4. FEES, PAYMENT, TAXES.
4.1 Payment of Fees. Customer is responsible for fees incurred by its Account, at the rates specified in the Services UI. Fees charged as-incurred as indicated in the Services UI will be processed by Magnite's credit card processor and Customer is responsible for payment of any credit card processing fees. Magnite may require prepayment for the Streamr Services. Magnite may update the published rates in its discretion, to be effective immediately upon posting or notice. Payments, fees, and impression counts are determined based on the system of record designated by Magnite. If Customer believes that Magnite has billed Customer incorrectly, Customer must contact Magnite no later than 5 business days after Magnite processes the charge.
4.2 Credits. Credits may be purchased through the Services UI and may be used to create Ads with the Streamr Services. The number of credits required per Ad, and any applicable limitation, will be specified in the Services UI or otherwise communicated by Magnite. Credits purchased by Customer are non-refundable and expire one month from the date of purchase or issuance. Credits automatically expire if Customer closes its Account for the Streamr Services. Credits are not legal tender or currency and have no cash value. Customer may not transfer or sell Credits to any person and Credits may only be used by the holder of the Account to which the Credits are associated.
4.3 Taxes. Customer is solely responsible for payment of any Taxes applicable to the provision or use of the Streamr Services, except for Taxes on Magnite's net income, whether collected and remitted by Magnite or paid directly to the relevant authorities by Customer. Any applicable Taxes not collected by Magnite from Customer shall be paid by Customer to the relevant authorities directly, and in such circumstances, Customer shall: (a) gross-up such payment to fully-account for such Tax, (b) immediately tender the relevant amount of Tax to the appropriate authorities, and (c) promptly thereafter, inform Magnite in writing that such Taxes have been paid and provide such documentation (including original receipts or other governmental documentation, or copies thereof) as may reasonably be requested by Magnite to ensure that Magnite is satisfied that it will not bear any financial liability of Tax to such authorities in respect of such payment. To the extent that Customer reasonably determines that any payment to Magnite is subject to withholding of Taxes, Customer shall provide prompt notification to Magnite of such fact in writing and Magnite shall thereafter provide Customer with a treaty residency certificate, or other similar governmental document, reasonably requested by Customer. Upon Magnite's request and as applicable, Customer shall provide Magnite with a treaty residency certificate, VAT registration proof, and/or any other relevant documents for tax compliance purposes.
5. PRIVACY. Customer's use of the Streamr Services must comply with its obligations under (i) Data Protection Laws, and (ii) generally accepted privacy self-regulatory guidelines in their then-current formulation, such as the principles of the Digital Advertising Alliance, the European Interactive Digital Advertising Alliance, and the code of the Network Advertising Initiative.
6. TERM AND TERMINATION. These Terms continue to apply for so long as Customer uses the Streamr Services. Either party may terminate Customer's Account and these Terms at any time for any reason, without penalty, by providing thirty (30) days' prior written notice to the other party. Magnite may also limit or suspend Customer's access to and use of the Streamr Services if Magnite has a reasonable basis to suspect that (a) Customer is violating these Terms, (b) Customer's Account remains inactive for at least twelve (12) months, (c) Customer's use of the Streamr Services is likely to damage or cause harm or risk to Magnite or other Magnite users, or (d) Customer becomes insolvent or generally unable to pay its debts as they become due, or has made an assignment for the benefit of creditors or similar disposition of its assets. Magnite will use commercially reasonable efforts to provide Customer with notice prior to any limitation or suspension, but in any event will notify Customer promptly thereafter. Upon termination: (i) all access rights granted to the Streamr Services shall immediately terminate; (ii) Customer will cease all use of Streamer Services; and (iii) the following will survive: (y) any provisions specified by their terms to survive; and (z) provisions of these Terms that, by their nature, are applicable to matters at issue between the parties after termination, such as accrued unpaid payment obligations, limitation of liability, indemnity, confidentiality, and proprietary rights.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it has the full corporate right, power, and authority to exercise its rights and perform its obligations under these Terms; (b) the performance of its obligations and duties in connection herewith, do not and will not violate any agreement to which it is bound; and (c) it shall comply with all applicable laws, rules, and regulations in performing its respective obligations and exercising its rights under these Terms, including with respect to consumer protection and privacy.
7.2 Disclaimer. Except for the express representations and warranties stated herein and to the maximum extent permitted by applicable law, neither party makes, and each party expressly disclaims, all representations, conditions, terms and warranties, whether express, implied, statutory or otherwise, with respect to the subject matter of the Agreement, including without limitation any implied representation, term, or warranties of satisfactory quality, merchantability and/or fitness for a particular purpose. Without limiting the generality of the above, Magnite makes no representation or warranty (a) as to any Ad or Media or any benefit, performance, or revenues that Customer will obtain from its use of the Streamr Services, or (b) that the Streamr Services will be always available or bug or error-free.
8. INDEMNIFICATION
8.1 Customer Obligations. Subject to Section 8.2, Customer shall indemnify, defend, and hold harmless Magnite, its permitted successors and assigns, and their respective Affiliates, agents, officers, directors, and employees (collectively, "Magnite Indemnified Parties") from and against any claims, suits, legal proceedings, regulatory proceedings, or investigatory proceedings ("Claims") brought against any Magnite Indemnified Party by any third party and any and all judgments, losses, damages, settlements, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs) ("Losses") arising as a result of any such Claim, in each case as a result of or in connection with: (a) any false or misleading representation by Customer or any breach by Customer of any of its warranties or obligations under the Agreement; (b) a Claim that Ads provided or delivered by Customer through the Streamr Services, Customer's Marks, or Customer's business activities infringe any Intellectual Property Right of any third party, (c) any Ad that Customer creates using the Streamr Services, or (d) use of the Streamr Services in violation of the Platform Policies.
8.2 Procedure. In the event of a Claim, the indemnified party shall provide prompt notice of the Claim to the indemnifying party; a failure to do so shall not release the indemnifying party from its indemnification obligations under the Agreement, but it will reduce those indemnification obligations by the amount (if any) of additional Losses attributable to the delayed notification. The indemnified party shall also provide reasonable information and assistance needed to defend or settle the Claim (provided the indemnifying party bears any out-of-pocket expenses incurred by the indemnified party in providing such assistance or information). The indemnifying party shall have sole control of the investigation, defense, and settlement of the Claim, provided that the indemnifying party does not enter into any settlement of a Claim that: (i) imposes a monetary obligation on the indemnified party that is not covered by the indemnification; (ii) imposes a material, non-monetary obligation on the indemnified party; (iii) does not include an unconditional release of the indemnified party; (iv) admits liability on the part of the indemnified party; and/or (v) is non-confidential (collectively, the "Settlement Restrictions"). Any settlement that does not comply with the Settlement Restrictions in full will require the prior written consent of the indemnified party.
9. LIMITATION OF LIABILITY
9.1 Limitations; Liability Cap. SUBJECT TO SECTION 9.2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, EXCEED U.S. $10,000 (OR ITS EQUIVALENT).
9.2 Exclusions. THE LIMITATIONS ON LIABILITY SET FORTH IN SECTION 9.1 SHALL NOT APPLY TO: (A) A BREACH OF SECTION 1.2 (RIGHT TO ACCESS AND RESTRICTIONS); (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 8.1; (C) GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL BREACH, MISCONDUCT, OR FRAUDULENT, CRIMINAL, OR MALICIOUS CONDUCT; OR (D) AMOUNTS PAYABLE TO MAGNITE UNDER THE AGREEMENT.
10. BINDING ARBITRATION. Any and all disputes arising out of or relating to the Agreement shall be determined exclusively by confidential arbitration, overseen by a single arbitrator in Los Angeles, in accordance with the then-existing comprehensive or streamlined arbitration rules of the Judicial Arbitration and Mediation Services ("JAMS"). Except as otherwise determined by the arbitrator (who may assess fees and costs against one party as part of the award), the fees of the arbitration charged by JAMS initially will be paid equally by both parties. By agreeing to submit all disputes, claims and controversies to binding arbitration, Customer and Magnite expressly waive their rights to have such matters heard or tried in court before a judge or jury or in another tribunal. Unless an arbitrator commits errors of law or legal reasoning, any arbitration award shall be final and binding on the parties, subject only to judicial review provided by statutes governing arbitrations, and a judgment rendered on the arbitration award may be entered in any state or federal court having jurisdiction thereof.
11. MISCELLANEOUS
11.1 Assignment. Customer may not assign any or all of its rights and/or obligations under the Agreement without the prior written consent of Magnite (not to be unreasonably withheld). Any attempted assignment by Customer in breach of this Section 11.1 shall be void.
11.2 Governing Law; Venue. The Agreement will be governed and interpreted in accordance with the laws of the State of California without reference to conflicts of laws principles. Jurisdiction and venue for all disputes hereunder shall be in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.
11.3 Public Relations. During the Term of the Agreement, Magnite may use Customer's Marks in general promotional and informational materials. Except as permitted in the Agreement, neither party shall use the name of the other party in publicity, advertising, or other public materials (unless required by applicable law or regulation) without the prior written consent of the other party.
11.4 Notices. All notices under the Agreement must be made in writing. Notices to Customer shall be made in the Services UI or by email to then-current contact information available to Magnite. Notices to Magnite shall be made by email to legalnotices@magnite.com. Electronic notice will be effective as of the date of posting (for notice within the Services UI) or as of the sent date (for email notice).
11.5 Modifications. Magnite will provide Customer with written notice pursuant to Section 11.4 of any material changes to these Terms applicable to Customer. By continuing to use the Streamr Services, Customer agrees to be bound by such modification.
11.6 Force Majeure. Neither party nor its Affiliates will be liable for any delay or failure to perform hereunder due to circumstances beyond such party's reasonable control including earthquake, flood, fire, hurricane, tornado, natural disaster, acts of God, riot, national emergency, epidemic or other public health emergency, quarantine, government action or regulation, war, invasion, act of foreign enemies, hostilities (whether war is declared or not), terrorism, civil war, rebellion, revolution, radiation, other toxic or hazardous contamination, nuclear accident or explosion, restrictions on commodities or supplies, strikes or industrial disputes, or disruptions involving power or infrastructure systems not within such party's possession or reasonable control.
11.7 Export Compliance and Anti-Corruption. Customer shall comply with the export laws and regulations of the United States and with applicable trade controls of other countries (in cases of conflict or inconsistency among applicable export and import laws and regulations, U.S. law shall govern). Customer shall not use the Streamr Services to conduct, promote, or facilitate business, or target end users in countries subject to U.S. embargo or trade sanctions. Customer shall also comply with all applicable anti-corruption laws in relation to the Agreement and not pay or offer payment to anyone, including foreign governmental officials or related persons or entities, on Magnite's behalf.
11.8 General. These Terms constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements and communications, oral or written, between the parties related to such subject matter. The Agreement is non-exclusive and either party may engage in similar or other relationships, agreements, or arrangements with any other party. The relationship between Customer and Magnite under the Agreement is at all times that of independent contractors and neither party is an employee, partner, agent, trustee or joint venturer of, for, or with the other. Except to the extent otherwise provided in the Agreement or under applicable law, neither party shall owe any fiduciary or other duties to the other. No failure of either party to enforce any of its rights under the Agreement will act as a waiver of such rights. Any provision of the Agreement that is held by a court of competent jurisdiction to be unenforceable shall be modified to the minimum extent necessary to make such provision enforceable and to best preserve the parties' intent, provided that if such modification would materially alter the effect of the provision, then the provision shall be considered void, and the remaining provisions of the Agreement shall be enforceable in accordance with their terms. Any reference in the Agreement to any statute or regulation is a reference to that statute or regulation in its then-current formulation and applies to all orders, regulations, instruments or other subordinate legislation made under the relevant statute or regulation.
12. DEFINITIONS
"Ad" or "Advertising" means any type of advertising material or content together with related code and other material used for the placement and display of such material or content on Media.
"Affiliate" of a party means a legal entity that controls, is controlled by, or is under common control with such party, where "control" means the ownership of more than fifty percent (50%) of the shares or voting rights of such entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership, contract, or otherwise.
"Data Protection Laws" means all applicable privacy laws, rules and regulations, including, without limitation the (i) EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended; (iii) any national data protection laws made under, transposing, or made pursuant to (i) and (ii); (iv) the UK Data Protection Act 2018; (v) the Swiss Federal Act on Data Protection; and (vi) the California Consumer Privacy Act as amended ("CCPA") and all other US state consumer privacy laws, rules, and regulations covering similar subject matter.
"Intellectual Property Rights" means any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, and derivative works thereof; (ii) trademarks, service marks, trade dress, and trade name rights; (iii) trade secret and know how rights; (iv) patents, design rights, and other industrial property rights; (v) database rights; and (vi) all other intellectual property or proprietary rights (of every kind and nature however designated) throughout the world, whether arising by operation of law, treaty, contract, license, or otherwise, whether registered or unregistered, together with all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs, including code that is intended to or has the effect of misappropriating, commandeering, or disrupting access to or use or operation of any information, device, or system.
"Marks" means an entity's name, logo, service marks, and trademarks.
"Media" means websites, applications, mobile websites, mobile applications, television, set-top boxes, streaming devices, game consoles, print, billboards, and other media through or on which Advertising may be delivered.
"Platform Policies" means the Magnite Ad Quality guidelines (available at https://www.magnite.com/legal/ad-quality-guidelines/) and other written specifications or guidelines related to the use of Magnite Services. The Platform Policies may be updated from time to time.
"Prohibited Activity" means (i) providing, delivering, or perpetuating through the Streamr Services any Malicious Code; (ii) engaging in any method that generates automated, fraudulent, or otherwise invalid Reported Actions; (iii) impairing the legitimate delivery of any Ad; (iv) forging or misrepresenting any bid response data; or (v) engaging in any other fraudulent activity. Non-exclusive examples of a Prohibited Activity include: (a) mimicking valid activity, including through both human and non-human agents; (b) automatic Ad refreshing, pop-ups and pop-unders, or hijacking of an end-user's browser; (c) offering incentives; and (d) rearranging, overwriting, or injecting Ads into the content or Ad placements on a third-party website.
"Prohibited Content" means any content or material that: (i) violates any applicable law, rule, or regulation; (ii) promotes violence, discrimination, hatred, copyright protection circumvention, unlawful subject matter or activities, or peer-to-peer applications, networks or sites; (iii) violates any Intellectual Property Right or other proprietary, privacy, contract, or legal right of any third party; (iv) is defamatory, libelous, deceptive, pornographic or sexually explicit; or (v) is likely to damage or cause harm or risk to Magnite, the Streamr Services, other customers, or end users of Media or their data, devices, or systems.
"Reported Actions" means impressions, clicks, displays, views, conversions, or any other actions that are tracked and may serve as a basis for payment or analysis, per the system of record designated by Magnite.
"Taxes" means all federal, state, local, foreign and other net income, gross income, gross receipts, gross revenue, sales, purchase, use, ad valorem, value added, goods and services, harmonized sales, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties or other taxes, fees, levies, assessments or charges of any kind, including any related penalties and interest, imposed by any federal, territorial, state, local, or foreign government or any agency or political subdivision of any such government. All amounts payable or receivable hereunder are exclusive of any Taxes.
13. THIRD-PARTY BROADCASTER TERMS (ITV)
If you use the Streamr Services to create Ads for an advertising campaign on any channel, platform, or service owned or operated by ITV PLC or its subsidiary companies, you acknowledge and agree that your use of the Streamr Services for such purpose is conditional upon, and you are irrevocably bound by, the ITV Commercial Terms, which can be read in full here.