Knorex XPO™ Terms of Service and Master Services Agreement

Last Updated on 16 Jun 2016.

Knorex ("Knorex", "Knorex Affliates", "we", "us", or "our") owns and operates the websites located at knorex.com and xpo.knorex.com ("Sites"), and the Platform. These Terms of Service and Master Services Agreement ("Agreement") state the terms and conditions that govern your use of the Sites, the Platform and any optional Managed Services.

By accepting this Agreement, either by

  • your continued use of the Knorex XPO platform; and/or
  • executing an order form with Knorex to use any dynamic ad or perform media buying or purchase a subscription plan referencing this Agreement,

you acknowledge that you have read, understood, agree and accept the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affliates to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity and its Affiliates.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITES OR THE SERVICES.

1.   Definitions

"Affiliate" shall mean (a) its holding company; (b) any of its subsidiaries; or (c) any subsidiary of its holding company.

"Confidential Information" includes all information of or relating to the Platform, the Managed Services, and each party, including those that is non-public information or not generally known or readily ascertainable to the public that is provided to the receiving party through disclosure, observation or otherwise, and that either is designated as confidential by the disclosing party under the Agreement, including without limitation, the Service Account, the Service Credential, the Service Material, fees and pricing, data, code, procedures, business/marketing plans, marketing concepts, structure and payments, intellectual property, technical and other information, of any type and in any form which may be identified or designated by a party as proprietary, confidential or secret or any information which by its nature should be proprietary, confidential or secret, including information relating to the business and technologies, furnished to or obtained by the party.

Confidential Information shall not include (a) any information that is available to the public or to the receiving party hereunder from sources other than the disclosing party (provided that such source did not disclose such information to the receiving party on a confidential basis); and (b) any information that is independently developed by the receiving party without use of or reference to information from the disclosing party. Notwithstanding the foregoing, either party may reveal Confidential Information to a third party if such information to be disclosed is (a) approved in writing by the disclosing party for disclosure; or (b) required by law, regulatory agency or court order to be disclosed by the receiving party, provided, if permitted by law, that prior written notice of such required disclosure is given to the disclosing party and provided further that the receiving party shall cooperate with the disclosing party to limit the extent of such disclosure.

"End User" shall mean an individual who may include your employee, officer, consultant, contractor, agent or supplier, who is authorized to access and use any part of the Platform.

"Managed Services" shall mean any campaign management services, creatives adaptation or assembly, content change or updating, technical customization, media buying and optimization, tags management and any other services that Knorex provides to you or to your customers on your behalf for a fee. Such services are optional and selectable by you.

"Media Spend" shall mean the total cost payable by you or your customers to purchase ad inventory via Knorex or the Platform.

"Order Form" shall mean a purchase order or equivalent document executed between you and Knorex for the subscription of the Platform, the engagement of the Managed Services, including statement of works, service description, associated obligations, fees, and any additional terms and conditions, which shall reference the Agreement and will be subject to the terms of the Agreement unless expressly stated otherwise.

"Platform" shall mean the cloud-based Knorex XPO™ advertising platform that includes a list of features and functionalities performable via the Platform, including but not limited to, creation, management and publishing of highly interactive dynamic ads and other ad formats via ad builder, content/feed creation and management via the curator, ad-serving, buying of media inventory for own or on behalf of client’s advertising campaigns, analytics and reporting.

"Privacy Policy" shall mean the privacy policy governing the access and use of the Platform currently made available at https://xpo.knorex.com/privacy, as such policy may change from time to time.

"Service Account" shall mean the customer or partner portal by which the End User(s) can access and use the Platform and carry out certain activities, including but not limited to, viewing order information, campaign and other related information.

"Service Breach" shall mean the breach of security of your facility, systems or site where the Platform is provided through, and an unauthorized person that has acquired the access to the Platform and the Service Account when the Service Credential is stolen or compromised.

"Service Credential" shall mean the private and confidential login information provided to the End User.

"Service Data" shall mean any data in electronic form contributed to or collected through the Platform including but not limited to usage data and transaction data, except for any Service Material.

"Service Material" shall mean any written/editorial, graphical and/or multimedia contents provided by or through the Platform and/or as part of the Managed Services, including without limitation, sample code, prototypes, accompanying media (hardcopy or electronic version) or documentation, user manual, technical guides, photographs, illustrations, mockups, creative designs, derivate works, iterations, and any modifications, whether provided by Knorex and/or you, another customer of the Platform, or any other third party.

"Service Plan" shall mean any of the subscription plans that are offered by Knorex to you for purchase in order to have active and valid Service Account(s) to access and use the Platform.

2.   SERVICES AND USE

2.1   Self-service. Subject to all the terms and conditions of the Agreement, Knorex grants to you and your End User(s) a limited, non-exclusive, non-sublicensable, non-transferable right during the Term, to access and use the Platform on a self-serve basis. In the event that you request (verbally or in writing) to Knorex to help with the use of the Platform, you agree that you consent to the actions that Knorex performs on its behalf and you shall retain sole responsibility for such assistive use of the Platform.

2.2   Account Access. To access and use the Platform, you are provided with the Service Account(s) governed by the Service Plan that you can purchase or try. You are responsible for all activities that occur under the Service Account(s), regardless of whether the activities are undertaken by you, except to the extent caused by Knorex's breach of the Agreement. You shall contact Knorex immediately in the event of such Security Breach.

2.3   Monthly Ad Serving Quota and Reset. Each Service Plan has an associated monthly ad serving quota that shall be reset at the anniversary date of the Effective Date every month. Once the Service Account reaches its monthly quota, you have the option to upgrade or remain status quo and be billable for any excess.

2.4   Optional Managed Services. In addition to the Platform, Knorex provides an optional range of Managed Services that you can engage at certain fees. The details of the Managed Services will be defined in the Order Form.

2.5   Reporting. You are provided with access to the Platform reporting. The reports and associated data from the Platform relating to you, are solely for your and your customers' internal use.

2.6   Analytics and Tallying. Knorex shall have the sole responsibility for calculating and reporting metrics such as ad serving impressions, ad tracking, media spend and related metrics that are trackable by the Platform. Such metrics are made available to you via the Platform, and specifically, the ad impression is used for calculating payments. In the event there is a discrepancy of more than 20% between Knorex and yours or your third-party ad impression metric, and Knorex and you are unable to resolve the discrepancy, Knorex shall not charge you for the total amount of the ad impressions above 20%. You will report to Knorex on any discrepancy within 30 days of the date of any applicable invoice.

2.7   Permitted Use. You agree that (a) the Platform is provided to you and your End User(s), solely to access and use the Platform via the provided user interface for its own use or for its advertisers; (b) it will not use or authorize the use of the Platform for any purpose not permitted under this Agreement or use the Platform for any other purpose other than that for which the Platform is intended for; (c) it may not sell, resell, transfer, sublicense, share or disclose the Service Credential to any other individual or third party except its End User(s); (d) it may not use the Platform to create applications that offer or promote any activities that may be damaging to, disparaging of or otherwise detrimental to Knorex; (e) it shall not rent, lease, loan, copy, sell, resell, sublicense, distribute, or otherwise transfer, or use the Platform outside of the scope of use as granted in the Agreement; (f) it will not attempt to circumvent any of the security measure of the Platform; (g) it will not, and will not authorize any third-party to reproduce, distribute, copy, modify or adapt, prepare derivative works of, reverse engineer, reverse compile or disassemble any Knorex-provided ad tag, the Platform or any part thereof; and (h) it will not create or attempt to create a substitute or similar service or product through the use of or access to the Platform or the Confidential Information related thereto. Knorex may immediately revoke the Service Credential(s) and suspend access or terminate the Agreement upon any breach by you of this Section 2.5.

2.8   Crawling/Scraping. In cases where you and/or your customers require data or content to be scraped/crawled from certain owned website or designated websites and delivered into the interactive ad unit, you and/or your customers' agree to grant Knorex's proprietary crawler/scraper to access and index the websites contents including logos, articles, banners and other distinctive brand related features and contents found on those websites that are used in your business and related to you or your customers' brand (collectively, the "Brand Features"), so as to enable Knorex to create, publish and serve ads for the sole purpose of your own or your customers' advertising use.

3.   FEES AND PAYMENT

3.1   You agree to pay a non-refundable fee as specified in the applicable order forms for the Platform or any applicable Managed Services. Such charges are due upon your receipt of invoice as stated on the Order Form or quotation. All undisputed fees are non-refundable and are due to payment in accordance with the payment term stated in the applicable invoice.

3.2   Knorex reserves the right to terminate the Agreement if you fail to pay the Fees timely.

3.3   Payment shall be made via the payment methods and payment information specified by Knorex to you.

3.4   All payments made hereunder exclude consideration for any applicable goods and services tax, sale and use tax or any similar tariff, impost, duty, fees or assessments or governmental charge. Any goods and services taxes and/or duties levied by the government in respect of the Agreement shall be borne by you.

4.   TERM AND TERMINATION OF AGREEMENT

4.1   Term. The Agreement shall commence on the Effective Date and shall continue to be in full force and in effect for an initial term of one (1) year and will renew for an additional one (1) year unless earlier terminated in accordance with the terms of the Agreement or extended by the parties’ agreement in writing.

4.2   Termination. Either party may terminate the Agreement (a) with or without reason upon providing sixty (60) days written notice to the other; or (b) for any material breach if the other party fails to remedy the breach within thirty (30) days of receiving notice.

4.3   Effects of Termination. Upon termination of the Agreement, all rights and obligations of the parties shall terminate, except any accrued or owed fees or other payment obligations of either party under the Agreement, shall survive the termination of the Agreement.

All of your rights and licenses to the Platform shall terminate. You shall (a) immediately stop using the Platform; and (b) destroy or delete all Confidential Information provided to you in connection with the Agreement.

4.4   No termination of the Agreement shall relieve either party from any liability for any breach of, or liability accruing under the Agreement prior to termination.

4.5   No refund shall be granted in the event of termination or cancellation.

5.   INTELLECTUAL PROPERTY RIGHTS

5.1   The Agreement shall not be construed to grant any title, interest, license or other rights to each party in any patent rights, know-how, technology, or other intellectual property owned or controlled by the other party or its Affiliates, except for those rights and licenses that are necessary for the party to perform its obligations under the Agreement.

5.2   All Service Material provided by each party shall remain the copyright and intellectual property of that party and are non-transferable without written agreement.

5.3   Knorex including any of its licensor retains all right, title, and interest in and to the Platform and the Service Data, including without limitation software, code, ad tags, prototypes, in the course of fulfilling any engagement with you. Knorex may use the Service Data, as combined with other Knorex customers' Service Data, to improve the Platform and the Managed Services.

5.4   You and/or your customers own and retain all right, title, and interest in and to the Brand Features that are used in connection with the Platform and/or the Managed Services.

6.   CONFIDENTIALITY

6.1   The parties will not disclose any Confidential Information to any third party or use any Confidential Information other than as required to perform under and permitted by the Agreement, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of the Agreement. The parties will limit internal distribution of Confidential Information to its authorized personnel on a need-to-know basis, and both parties will take steps to ensure that dissemination is limited.

7.   AD COMPLIANCE

7.1   You shall comply at all times with all of Knorex's and its ad inventory partners' ad standards, specifications, guidelines and security requirements (collectively, "Ad Standards") provided to you.

7.2   Knorex and/or its ad inventory partners may reject any non-compliant ads and may suspend any campaigns of yours or your customers' if Knorex and/or its ad inventory partners reasonably determine that you or any ad provided by you or your customers has failed to comply with the Agreement or the applicable Ad Standards. Knorex will notify you in writing upon any such rejection or suspension. If you fail to cure its non-compliance within seven (7) days of notice or if you repeatedly fails to comply, Knorex may opt to terminate the Agreement.

8.   REPRESENTATIONS AND LIMITED WARRANTY

8.1   Each party hereby represents and warrants to the other that:

  1. it is a legal entity and is capable of entering into a binding contract;
  2. all necessary corporate authority has been obtained and action taken, for it to execute, deliver and perform its obligations under the Agreement; and
  3. it reserves all rights not expressly granted to the other party.

8.2   Knorex further represents and warrants that:

  1. Knorex is the legal and beneficial owner of the intellectual property rights of the Platform;
  2. Knorex is not in breach of any regulations or laws whether civil or criminal in nature and is not in breach of any intellectual property rights, licenses or agreements by entering into the Agreement and by providing the Platform and/or the Managed Services;
  3. the Platform is provided by Knorex "as is", and Knorex makes no warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights. Notwithstanding the foregoing, Knorex will provide the Platform in accordance to general industry standards reasonably applicable to the provision thereof. Knorex does not warrant that the Platform will be error-free or uninterrupted, for example, when deemed reasonably necessary or prudent by Knorex to upgrade/update, repair or maintain or for causes beyond Knorex's reasonable control. Knorex will notify you via the Platform and/or by electronic mail at least 24 hours in advance of any known planned platform-related outages. Further, Knorex does not control the transfer of data over communications facilities, including the internet, and that the Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Knorex is not responsible for any delays, delivery failures, or other damage resulting from such problems; and

8.3   You further represents and warrants that:

  1. you will not use the Platform in connection with any ads or other digital content that violate any law, regulation or third party right (including intellectual property and privacy rights) or that are deceptive, offensive, defamatory, containing hate speech, religious or adult contents;
  2. you are solely responsible for the development, maintenance, and use of its or its customers' contents, including compliance with all applicable data, privacy, and security laws and standards;
  3. you are responsible for all third parties engaged by you, and will ensure that such third parties, including contractors, agents, and Affiliates, comply with the Agreement when using or accessing the Platform; and
  4. Any modification of the Platform or combination of the Platform with another product or services, except as permitted under the Agreement or as specifically authorized by Knorex in writing, shall void any warranty.

9.   DISCLAIMERS AND LIMITATIONS OF LIABILITY

9.1   Knorex and its Affiliates shall have no responsibility or liability whatsoever for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party content, goods or services available on or through any such third-party external website or resource.

9.2   Knorex and its Affiliates shall not be liable for any transaction executed via the Platform as a result of input errors made into the Platform by you or on your behalf, including but not limited to, incorrect pricing, targeting, dates or budgeting information. Notwithstanding the foregoing, nothing herein shall limit your obligation to pay for the Media Spend, if any.

9.3   Unless as specified in the Agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed by the parties, except to the extent that these disclaimers are held to be legally invalid.

9.4   In case of a Force Majeure event, the time for performance required by either party under the Agreement shall be extended for any period during which the performance is prevented by the event. Either party may terminate the Agreement by written notice if such an event prevents performance continuously for more than thirty (30) days. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of the Agreement.

9.5   The parties' aggregate liability to each other under the Agreement for any claim is limited to the amount paid to each other. The parties acknowledge that each 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.

10.   MODIFICATIONS

10.1   To the Agreement and the Terms. Knorex may modify the Agreement or any additional terms that apply to the Platform, for instance, to reflect changes to the law or changes to the Platform, from time to time. Knorex will post such notice of modifications to these terms or policies at terms referenced in these terms and sending you notice thereof. Changes will not apply retroactively. Such amendment will become effective 30 days after such notice ("Proposed Amendment Date") unless You first give Knorex written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Your next Term following the Proposed Amendment Date (unless You first terminates this Agreement pursuant to Section 4). Your continued use of the Platform following the effective date of an amendment will confirm Your acceptance thereto.

10.2   To the Platform. Knorex reserves the right to change, discontinue, or deprecate any features or functionality of the Services (in whole or in part) from time to time. Knorex shall provide you with at least 60 days advanced notice of any material change to or discontinuation of the Services. Knorex will use commercially reasonable efforts to continue providing support to the previous version of any features changed, discontinued, or deprecated for up to 12 months after the change, discontinuation, or deprecation (except if in doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law).

10.3   To the Platform and Associated Fees. Knorex may change the fees, the specifications or the features of the Services from time to time.

11.   MISCELLANEOUS

11.1   Governing Law. The Agreement shall be governed and construed according to the laws of the Singapore without regard to its conflicts of law provisions. In the event of any dispute arising out of or relating to the Agreement, the parties shall attempt in good faith to resolve the matter within thirty (30) days upon the dispute arises.

11.2   Entire Agreement. The Agreement shall include and incorporate all the terms and conditions and the Privacy Policy referenced herein, as the entire agreement of the parties.

11.3   No Modification. No modification of the Agreement will be binding, unless in writing and signed by Knorex and you.

11.4   Non-waiver. Any delay, failure or neglect by either party to enforce at any time any of the provisions herein shall not be construed or deemed to be a waiver of such party’s rights hereunder nor shall it in any way affect the enforceability or validity of the whole or any part of the Agreement nor prejudice such party's rights to take subsequent action.

11.5   Severability. If any provision of the Agreement is held to be unenforceable or declared void, the Agreement will remain in full force and effect with the provision omitted.

11.6   No Assignment. Neither party shall transfer, assign, delegate, or dispose of the Agreement, the benefits and/or the obligations hereto without prior written consent from the other party.

11.7   No Third-party Rights. A person or entity that is not a party to the Agreement shall have no right to enforce any term of the Agreement.

11.8   Publicity. Knorex may include your name and logo in the marketing, promotional materials and customer lists of Knorex.

12.   CONTACT US

If you have any question, feedback or concern regarding this Agreement, kindly contact us.