JWX Terms & Conditions

These Terms and Conditions (“Terms”), together with the applicable Order Form (as defined below), and any other documents incorporated by reference herein, create a legal agreement (the “Agreement”) between the customer on the Order Form (“Customer”) and JWX (the “Company”). These Terms apply to Customer’s use of (i) our software, online products and platform (the “Platform”), software development kits (SDKs), application programming interfaces (APIs), hosting and streaming services, analytics and data intelligence tools, artificial intelligence (AI) features, monetization features including advertising insertion and revenue management and all related products, features and services we provide; and (ii) maintenance and support services and professional services (collectively, “Services”).

By signing an agreement that incorporates these Terms or using the Services, you agree to be bound by these Terms. 

 

1.    Definitions

“Account Data" means information identifying Customer’s authorized users, such as first name, last name and email address.

“Advertisement” or “Ad” means any advertising materials in any format or media whatsoever, including graphics, links, audio, display ads, and video ads.

“Allowed Location” means approved locations on a Site for Ad placements, as may be set forth on an applicable Order Form.

“API Rate Limits” include the following: requests to the JW Platform API (presently accessed via api.jwplatform.com) may not exceed sixty (60) per minute, or any other limit set forth in the applicable technical documentation. For the avoidance of doubt, this does not limit Customer’s Plays per minute (a Play meaning each instance of Customer Content streamed, in whole or in part, through the Services) and reflects a number of requests unlikely to be reached through normal use, the excess of which would be abusive.

"Children" means natural persons under the age of 13, consistent with the Children's Online Privacy Protection Act of 1998 ("COPPA"), or as otherwise defined by Data Protection Law.

“Content” means media including videos, images, graphics, animations, sounds, text and music and any related submissions (e.g., viewer comments) hosted, streamed or played through the Services.

“Customer Data” means all transactional and Content data obtained by, processed by or provided to the Company through the use of Services. Customer Data may include metadata (such as title, author, description and other information pertaining to Content), IP addresses, mobile device identifiers, URLs, browser and operating system, and other data collected through or derived from the cookies, beacons, and other technologies used by JWX in the provision of the Services. Company’s use of Customer Data is limited to that which is permitted by applicable law, the Privacy Policy and these Terms.

“Data Protection Law” shall have the meaning ascribed under the Data Processing Addendum.

“End User” means an individual or entity (other than JWX, Customer or their agents acting on their behalf) that accesses or views Customer Content through the Services.

“Feedback” means Customer’s suggestions, comments and/or enhancement requests regarding the Services, including but not limited to usability, bug reports and test results.

“Fraudulent Activity” means the display, promotion, distribution or interaction with the Services or Advertisements which is or is intended to lead to falsely generated or artificially inflated revenues. Fraudulent Activity includes, but is not limited to, any of the following practices (i) inclusion or counting of views or clicks by a natural person who has been engaged for the purpose of viewing, clicking or interacting with the Services and/or the Advertisements in any manner, whether exclusively or in conjunction with any other activities of that person; (ii) employing any means to induce, encourage, incentivize or trick the End User into interacting with, viewing or clicking on Content made available via the Services and/or Advertisements; (iii) non-human visitors (such as bots); (iv) inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being; (v) masking or cloaking a URL, employing any means to obscure the true source of traffic; and (vi) generating automated, fraudulent or otherwise invalid impressions, inquiries, views, clicks or conversions, or artificially inflating impressions, inquiries, views, clicks, or conversions, or employing any misleading, deceptive or inappropriate practices such as automatic redirection of visitors, blind text links, misleading links, forced clicks, video views of less than 5 seconds, or engaging with Advertisements through anything other than natural persons.

“Illegitimate Traffic” means any traffic, impressions, views, clicks, action, or other interaction with the Services or Advertisements that does not reflect genuine engagement by a bona fide user, including (i) any Fraudulent Activity; (ii) actions performed by a user who has blocked their device identifier; (iii) injection traffic or automatic injections by toolbars; (iv) known data center traffic, bots, spiders, crawlers, non-browser user agents, pre-fetch traffic, invalid or non-rendering ad placements, and activity-based anomalies; (v) automated or hijacked browsing, incentivized or manipulated activity (including click farms), falsified measurement events, domain or app spoofing, hidden or stacked ad serving, invalid proxy traffic, adware, malware, ad injection, and cookie manipulation; and (vi) any other traffic that does not constitute a Qualified Transaction; in each of the foregoing clauses as monitored and determined by a Verification Service.

“Intellectual Property Rights” means any copyright, trademark, trade dress, patent, trade secret, moral right, or right of privacy or publicity.

“JWX” means JWP, Inc. d/b/a JWX (“JWP”) and its affiliates, including but not limited to Connatix Native Exchange, Inc. (“CNX”), and its and their successors and assigns.   

“Malicious Code” means viruses, worms, malware, adware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or other computer code, file or program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any other person or entity.

“Overages” means amounts payable to the Company for use of the Services in excess of the usage limits set forth in an applicable Order Form. Except as set forth herein or on an applicable Order Form, Overages are calculated on a calendar-month basis (pro-rated for partial months) at the Company’s then-applicable overage rates.

“Professional Services” means configuration, implementation, training, or other technical consultation services provided by Company to Customer.

“Prohibited Content” means any material that includes, contains, promotes or contains links to material that:

 infringes any Intellectual Property Rights;

is unlawful, illegal, violative of public policy, threatening, inflammatory, racist, abusive, harassing, hateful, discriminatory, defamatory, libelous, misleading, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, pornographic, sexually explicit, profane, promotes violence or animal cruelty;

facilitates or encourages illegal activity, or promotes dishonest or predatory services;

promotes the use of firearms, ammunition, or weapons of any kind;

promotes gambling, the use of illegal substances, the consumption of alcoholic beverages or tobacco-related products, or, where prohibited by local legislation, the sale of prescription drugs;

is directed to or primarily appeals to persons under the age of 16;

is considered to be restricted or prohibited content under generally applicable industry standards; or

is otherwise unacceptable as determined by the Company in its reasonable discretion or by a service provider.

“Qualified Transaction” means a transaction that occurs when a bona fide user performs agreed actions (e.g., views, clicks, transactions) in relation to an Ad on a Site. Qualified Transactions shall not include Illegitimate Traffic.

“Revenue” means the gross revenue actually received by JWX or due and owing to JWX as a result of Qualified Transactions, deducting JWX’s processing fees, direct costs charged to JWX by third-party providers, adjustments for chargebacks/clawbacks, costs for content syndication, third-party rebates and commissions, discounts, credits and refunds, deductions due to bad debt and other operational costs.

“Sensitive Data” means a Social Security number; a driver’s license number or other state or government identification number; medical or health insurance information; personal biometric data; an account number, debit card number, or credit card number in combination with any required security code, access code, or password that would permit access to or use of such account or card; Protected Health Information (as defined by HIPAA); information pertaining to or obtained from any person known to be under 13, or from a website or application directed to persons under 13; or special categories of personal data, as referenced in Article 9 of the GDPR; or as otherwise defined by Data Protection Law.

“Site(s)” means Customer’s sites and URLs set forth in a given Order Form and approved by JWX.

“Verification Service” means a service used by JWX to verify the validity of traffic and transactions.

 

2.    Services; Limited License

JWX offers different service offerings through its various affiliates, including JWP and CNX. You may be required to execute an ordering document (each, an “Order Form”) to obtain Services. An Order Form may include additional terms and conditions that supplement these Terms and govern the specific Services you are purchasing under such Order Form. The Services include features that use artificial intelligence, machine learning, automated content analysis, or other algorithmically-driven features, tools, or capabilities (“AI Features”). The use of AI Features is subject to our Artificial Intelligence Addendum, available at https://jwx.com/legal/ai-addendum and incorporated by reference herein. JWX may also make certain Services available subject to product-specific supplemental terms. In the event of any conflict or inconsistency among the terms, the order of precedence shall be the Order Form highest, then the supplemental terms, then the Artificial Intelligence Addendum, and these Terms lowest. 

Subject to the terms and conditions of this Agreement, Company hereby grants to Customer and Customer hereby accepts a non-exclusive, non-transferable (except as otherwise set forth in Section 21 (Assignment)), non-sublicensable (except as otherwise expressly set forth herein), limited right and license, during the Term, for Customer's authorized users to access and use the Services solely for Customer's internal business purposes and only as expressly described in the applicable Order Form. The Company shall retain all rights, title and interest in the Services not expressly granted herein.

 

3.    Account Security and Information

To use the Services, you are required to register for an account (“Account”) with accurate, complete and current Account Data and billing details. You are responsible for all activity under your Account and for promptly notifying JWX of any unauthorized use.

 

4.    Customer Conduct and Restrictions

Except as expressly permitted by this Agreement, you will not, either by your action or inaction or in connection with Customer Content, and will not encourage or assist others to:

(a)    Disrupt, interfere with, or impede the performance, reliability, or quality of the Services;
(b)    Upload, transmit, or introduce any Malicious Code;
(c)    Access or use the Services in violation of applicable laws;
(d)    Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying technology of the Services;
(e)    Scrape, crawl, index, cache, or systematically extract data from the Services using robots, spiders, or similar tools (other than using mechanisms provided by us);
(f)    Exceed API Rate Limits or abuse system resources;
(g)    Engage in Fraudulent Activity;
(h)    Upload, stream, host, submit or distribute any Prohibited Content, or target, direct, or design content to appeal to Children;
(i)    Circumvent digital rights management, Content protection mechanisms, geographic restrictions, or any tags or mechanisms used to measure user interaction;
(j)    Publish, distribute, sell, resell, license, sublicense, rent, lease, frame, or otherwise transfer or make available the Services or any portion thereof;
(k)    Modify, remove, edit, obscure, bypass, or reorder any aspect of the Services, except through features explicitly made available by JWX;
(l)    Download, extract, republish, or reproduce any Content from the Services as stand-alone files;
(m)    Remove, alter, or obscure any credits, watermarks, attributions, trademarks, or copyright notices, including JWX branding or hyperlinks;
(n)    Use the Services on properties utilizing tracking technologies that circumvent user privacy preferences;
(o)    Place any Services on Sites or applications not set forth in an Order Form; or
(p)    Utilize the Services to deliver Ads through a video player loaded “below-the-fold” (i.e., as part of a webpage that End Users cannot see when the page first loads) in an auto-play state.

During the Term of this Agreement, JWX shall be the exclusive instream and accompanying content video advertising monetization player for Customer on any Sites or applications owned or operated by Customer (whether accessible through desktop, tablet, mobile, CTV, or any other means). Without limiting the generality of the foregoing, Customer shall not utilize any video advertising monetization products or services of any other company, including, without limitation, the following competitors: Minute.ly, Minute Media, Avantis, DistroScale, AnyClip, Ex.co, Teads, Primis, STN Video, Vidazoo, Aniview, and Truvid.

We reserve the right to terminate or suspend your access to the Services for a violation of these Terms.

 

5.    Customer Content

Certain features of the Services allow Customer to upload or submit Content (such Content uploaded or submitted by Customer, “Customer Content”). Customer retains all copyright and other proprietary rights it may have in the Customer Content.

License Grant to JWX. By uploading or submitting Customer Content through the Services, Customer grants JWX, its affiliates, and its subcontractors and service providers (acting on JWX's behalf to deliver the Services) a worldwide, non-exclusive, assignable (as set forth in Section 21 (Assignment)), royalty-free, fully paid license during the Term to use, host, store, cache, back up, copy, transmit, edit, modify, reformat, transcode, encode, publicly display, publicly perform, create compilations of, create derivative works of, and distribute such Customer Content to host, deliver, operate, provide, improve, and promote the Services, including analytics, measurement, ad insertion, and product development, in connection with such Customer Content pursuant to the Order Form and these Terms. This license includes the right to apply DRM protection, generate thumbnails and previews, and create derivative formats for optimal delivery of your Customer Content in connection with the Services to you. Such license shall apply with respect to any form, media, or technology now known or later developed.

Customer authorizes JWX, and grants to JWX all necessary rights and licenses, to access, index, analyze, and extract keywords, contextual references, metadata, page structure, and other data from the webpages comprising the Sites for the purpose of providing the Services and improving contextual targeting and content categorization. JWX will use reasonable efforts to ensure that this process does not unduly burden or interfere with the proper functioning of the Sites.

Customer hereby grants JWX a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, process, aggregate, de-identify, and analyze Customer Data for the purposes of delivering and improving the Services, developing analytics and data intelligence products, and supporting advertising and monetization activities. For the avoidance of doubt, JWX may combine Customer Data with data from other customers and third-party sources in de-identified or aggregated form. 

Customer Content Representations and Warranties. By providing Customer Content, you represent and warrant that:

(a)    You are the creator and owner of the Customer Content, or you have all necessary licenses, rights, consents, and permissions to grant the licenses to JWX and its subcontractors and service providers as set forth in these Terms. 
(b)    Your Customer Content, and its use under these Terms, does not and will not (i) constitute Prohibited Content, or (ii) cause JWX to violate, infringe, or misappropriate any Intellectual Property Rights or other third-party rights or violate any law or regulation.

Customer Content Disclaimer. JWX may remove or restrict access of End Users to any Customer Content that violates these Terms or that constitutes Prohibited Content. Customer is responsible for taking its own steps to back up its Customer Content, and Company recommends that Customer routinely archive its Customer Content. 

 

6.    Representations and Warranties

Customer represents and warrants that:

(a)    it has authority to enter into this Agreement and be bound by these Terms;
(b)    it is the owner of each Site or is legally authorized to act on behalf of the owner of such Sites for the purposes of this Agreement;
(c)    all information provided during the registration process is true, accurate and complete, and it will promptly update its registration information with any changes thereto;
(d)    it is not (i) a resident of or located in (and will not use the Services in) a country or territory that the U.S. government has embargoed for use of the Services, including Cuba, Iran, North Korea, Syria, or the Crimea region, (ii) named on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, (iii) on the Department of Commerce’s Bureau of Industry and Security’s Entity List, Denied Persons List, or Unverified List, (iv) on any other applicable export control or trade sanctions list of restricted parties or otherwise targeted by U.S. sanctions or export control restrictions, or (v) owned (at 50% or greater level), directly or indirectly, by, or acting on behalf of, any individual or entity that is described under (d)(i) through (iv);
(e)    its use of Services complies with all applicable laws and regulations, including all applicable export control and trade sanctions laws and regulations as further described in subsection (d) above;
(f)    it has obtained all necessary consents and permissions under applicable laws from individuals and other persons for its performance of this Agreement and its use of the Service;
(g)    it will not decipher, decompile, disassemble, reverse engineer, simulate, derive or attempt to discover any source code or underlying structure, ideas or algorithms from the Services;
(h)    it shall use the Services in compliance with Data Protection Law, applicable industry regulations, and the Data Processing Addendum;
(i)    none of its Customer Content and none of the websites or applications on which its Content appears are directed to Children, that Customer will not use the Services on any Site or application that is directed to Children or in conjunction with any Children, and that Customer is and shall remain in compliance with COPPA; and 
(j)    it will not share, pass or transfer to Company any of the following data: Sensitive Data, or personal information from Children.

Company represents and warrants that:

(a)    its execution, delivery and performance of these Terms has been authorized by all necessary corporate action and its execution and performance do not violate or conflict with the terms of any other agreement, arrangement or understanding by which it is bound; and
(b)    it shall comply in all material respects with all applicable laws and regulations applicable to its provision of the Services.

 

7.    Professional Services

In connection with the Services, JWX may provide to you Professional Services. The scope of Professional Services, if provided, shall be limited to (i) deployment assistance and planning; (ii) configuration and integration assistance; and (iii) training on the use and operation of the Platform. Professional Services and any work product provided in connection therewith shall not constitute works-for-hire. Professional Services may be provided for an additional fee. Professional Services other than as set forth above are not included unless specifically provided in an applicable Order Form or separate statement of work. JWX will perform Professional Services based on a schedule mutually agreed to with Customer. Customer agrees that JWX may provide the Professional Services through a third-party representative. 

In connection with Professional Services, Customer:

(a)    Shall be responsible for securing the privacy of its data, including personal data, and for controlling both physical and system access by JWX personnel or subcontractors; 
(b)    If required by the scope of the Professional Services, shall create temporary access credentials for use by JWX personnel; 
(c)    Shall obtain and provide correct information, data, consents, decisions and approvals without delay as required by JWX to perform the Professional Services;
(d)    Shall promptly provide access, workspace and connectivity to the systems and other facilities necessary for JWX personnel, and help resolve and escalate Professional Services issues within Customer’s organization, as necessary; and
(e)    Shall otherwise make Customer personnel and resources available to assist JWX personnel in the performance of the Professional Services.

In connection with Professional Services, provided that Customer performs its obligations to JWX under these Terms, JWX shall perform Professional Services with professional care and skill consistent with generally accepted industry practices. 

 

8.    Fees

Revenue-Share Services. For Services provided on a revenue-share basis, JWX shall pay to Customer the amounts set forth in the applicable Order Form based on Revenue for Qualified Transactions, net of any amounts owed to JWX by Customer (such amounts, “Revenue Share Amounts”), in accordance with the terms and conditions set forth in the applicable Order Form. Unless otherwise agreed in the Order Form, JWX will pay Customer within sixty (60) business days following the end of the calendar month during which payments accrued. JWX will be liable for payments to Customer solely if and to the extent corresponding proceeds have cleared from the applicable payor to JWX. In the event that a transaction is determined to not be a Qualified Transaction after payment has been made to Customer, JWX may, at its sole discretion, discount, charge back, or accrue a credit against payments already made to Customer. No Revenue shall be due in connection with Customer Content in violation of this Agreement, and Company may, in its sole discretion, withhold or accrue a credit against the revenue share for any payments derived therefrom.

SaaS Services. For Services provided on a SaaS basis, JWX will invoice you and you will pay all fees and Overages charged by JWX (such amounts, “SaaS Fees”), in accordance with the terms and conditions set forth in the applicable Order Form. You hereby authorize JWX to charge all fees and Overages incurred to the designated payment form and acknowledge that periodic fees and Overages may be charged automatically and without separate authorization.

Taxes. All fees and other amounts payable by you under this Agreement are exclusive of taxes. You shall be responsible for and shall pay all sales, use, excise, value-added, goods and services, withholding, and other taxes, duties, levies, and assessments (collectively, "Taxes") imposed by any federal, state, local, or foreign taxing authority in connection with this Agreement or the Services, excluding only taxes based solely on JWX's net income. If JWX is required to collect or remit any Taxes, you shall pay such Taxes to JWX in addition to the fees due. If you are required by law to withhold any Taxes from payments to JWX, you shall gross up such payments so that JWX receives the full amount it would have received absent such withholding. You shall provide JWX with official tax receipts or other documentation evidencing any Taxes withheld, promptly upon request.

Audits. Customer shall keep complete and accurate records related to its obligations under this Agreement (including, if applicable, session level data, ad server revenue and impression level data) during the Term and for two (2) years thereafter. JWX may periodically conduct audits of such records to confirm the accuracy of amounts paid pursuant to this Agreement. JWX shall bear the full cost of all audits, provided, if an audit reveals that amounts have been overpaid to Customer or underpaid to JWX by at least five percent (5%), Customer shall, in addition to refunding/paying to JWX any overpaid/underpaid amounts and any other remedies due under these Terms, reimburse JWX for its fees and expenses incurred in connection with such audit. 

 

9.    Intellectual Property

The Services, including all information, software, proprietary technology, including the video player, encoding algorithms, contextual targeting technology, ad insertion mechanisms, and all associated software, SDKs, APIs, and documentation (including the Intellectual Property Rights therein), and other materials contained therein (collectively, “JWX Content”), are owned by us or our licensors, constitute valuable trade secrets and proprietary information, and are protected under both U.S. and international laws. 

Customer hereby agrees to and hereby does irrevocably transfer and assign to JWX all of Customer’s right, title, and interest in and to all Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights therein. To the extent such assignment is not enforceable, Customer grants JWX a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, modify, and incorporate such Feedback without restriction or obligation. No Feedback shall be considered Customer's Confidential Information. 

 

10.    Third-Party Offerings

The Services may contain links to third-party websites, products, or services (collectively, “Third-Party Offerings”) that are not owned or controlled by JWX. Your use of or interaction with any Third-Party Offerings is solely between you and the third party and shall be subject to the licenses of such Third-Party Offerings. We do not control, endorse or offer support for any Third-Party Offerings and make no representation or warranties of any kind regarding Third-Party Offerings. The Company shall have no liability related to or arising from such Third-Party Offerings. 

 

11.    Beta Features

JWX may, from time to time and in its sole discretion, make available certain services identified by Company as beta products, or which are made available by us to a limited number of customers, and which are not yet generally available (such services, “Beta Products”). Beta Products are subject to JWX’s Beta Program Agreement, which is available at https://jwx.com/legal/beta-program-agreement/ and is incorporated by reference herein.

 

12.    Privacy; Data

Exercise of the rights and licenses granted hereunder shall be subject to JWX’s Privacy Policy, which is available at www.jwx.com/legal/privacy, and incorporated by reference herein.

Customer shall place prominently and maintain on all locations on which it uses the Services, and comply with, a privacy statement or policy that adheres to or exceeds applicable law, regulations and industry self-regulatory programs.

Customer shall comply with all applicable laws (including Data Protection Law), rules, regulations, and industry standards (including the Digital Advertising Alliance Self-Regulatory Principles and the Network Advertising Initiative and their equivalent in other applicable countries or any future industry standards).

Customer shall obtain all consents, authorizations and clearances from End Users of the Sites required in connection with the use of cookies, beacons, and other technologies. Customer shall ensure that the Sites shall provide or make available to users of each Site a privacy notification in a conspicuous manner (via a privacy policy or other method appropriate for the type of such Site) which (i) complies with all applicable laws, rules and regulations; (ii) to the extent applicable to the type of such Site, discloses to users of such Site that cookies, web beacons and other technologies may be used in connection with such Site; (iii) fully and accurately discloses to such users Customer’s policy regarding the collection, use and disclosure of users’ private information; and (iv) if such Site is accessible via hypertext transfer protocol (http), provides a link to http://www.networkadvertising.org (or similar) and a statement that users can click on such link for information on how to opt out of the use of such technologies for the delivery of more relevant advertising.

Customer shall collect End Users’ consent choices via a consent management platform compliant with the IAB Transparency & Consent Framework v2.2 (the most recent version or successor thereto) and the IAB Global Privacy Platform (the most recent version or successor thereto) and pass valid “consent”/”no consent” strings or equivalent choices to JWX or any applicable third-party service provider. 

JWX’s transferring, storing and processing of personal data is subject to JWX’s Data Processing Addendum, available at https://jwx.com/legal/content-hub-dpa and incorporated by reference herein.

Company may use Account Data to: deliver the Services; manage Customer accounts; provide customer support; communicate with Customer; and for other internal business purposes. Company may use Customer Data to: deliver the Services; manage Customer accounts; provide customer support; communicate with Customer; develop and display to End Users targeted advertising and content; enforce our rights under the Agreement; manage our business; operate, maintain and improve the Services; perform functions otherwise described to you at the time of collection; and distribute the Customer Data collected through or derived from the Services and share such Customer Data with applicable advertising partners. As part of Company’s continued development and improvement of the Services, Customer authorizes Company to periodically conduct limited testing through the Services. Company may process de-identified, aggregate, or anonymous information for any purpose so long as it does not identify Customer. 

Customer acknowledges that in connection with providing the Services, we may transfer, store and process your personal information and the personal information of your End Users in the United States and/or outside of the country in which you and/or your End Users reside. For more information see “International Data Transfers” in our Privacy Policy. 

 

13.    Disclaimer of Warranties

Except as expressly set forth in these Terms and to the maximum extent permitted by law, the Services are provided "as is" and "as available" and Customer's use thereof is at its sole risk. We disclaim all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not represent or warrant that the Services are accurate, complete, reliable, current or error-free. You assume the entire risk as to the availability, quality and performance of the Services, including aspects of the Services related to our subcontractors and service providers, including but not limited to the risks of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, suitability for hosting and unavailability or interruption. We make no warranties regarding ad fill rates or revenue generation, viewer engagement or retention. 

The disclaimers and exclusions in this section are made for the benefit of the Company and all JWX Parties, including our affiliates, licensors, and suppliers. No information or advice, whether oral or written, obtained by Customer from the Company or through the Services shall create any warranty not expressly set forth in these Terms.

You acknowledge that, given the multitude of factors that affect the effectiveness of advertising campaigns, including the End User’s behavior, the presence of competing advertisers and technological limitations, the Services and the advertising campaign may not produce the outcome you desire, anticipate or expect. We do not warrant that your use of the Services will result in any particular outcome, including revenue, exposure, website traffic, and traffic originating from a particular location, conversion rate or any other metric including level of impressions of, actions or views on any ad, the timing of delivery of such impressions, actions and/or views, and the relevancy of the commercial ads shown under an Order Form. You acknowledge and agree that we may, from time to time, change and/or adjust the settings of the Services in order to optimize the operation and/or results of applicable campaign(s).

You and JWX understand and agree that the disclaimers, exclusions, and limitations in this Section 13 (Disclaimer of Warranties) and in Section 14 (Limitation of Liability) are essential elements of this Agreement and that they represent a reasonable allocation of risk. You understand that JWX would be unable to make the Services available to you except on these terms and agree that these terms will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

 

14.    Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED HEREIN, IN NO EVENT SHALL A PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, EQUITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE/EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, LOST REVENUE, LOST BUSINESS (“INDIRECT DAMAGES”), (B) ANY DELAY OR FAILURE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR (C) ANY LOSS, CORRUPTION OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE OF THE SERVICES OR COST OF PROCURING SUBSTITUTE TECHNOLOGY. 

THE FOREGOING EXCLUSION OF INDIRECT DAMAGES SHALL NOT APPLY TO CUSTOMER'S BREACH OF SECTION 4 (CUSTOMER CONDUCT AND RESTRICTIONS), ANY FRAUDULENT ACTIVITY OR ILLEGITIMATE TRAFFIC, OR CUSTOMER'S INFRINGEMENT OR MISAPPROPRIATION OF THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS. 

IN NO EVENT SHALL A PARTY’S (AND, IN THE CASE OF THE COMPANY, THE JWX PARTIES', ON AN AGGREGATE AND COMBINED BASIS) CUMULATIVE AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE SERVICES, TOGETHER WITH ANY INDEMNITY OBLIGATIONS HEREUNDER, EXCEED THE GREATER OF (A) SAAS FEES PAID OR REVENUE SHARE AMOUNTS (WHICHEVER IS GREATER) PAID OR PAYABLE PURSUANT TO THIS AGREEMENT (INCLUDING ANY APPLICABLE ORDER FORMS) FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO THE LIABILITY; OR (B) $1,000 USD (SUCH LIMITATION, THE "AGGREGATE LIMIT"). THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. THE AGGREGATE LIMIT SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATION TO PAY FEES, OVERAGES, TAXES, OR OTHER AMOUNTS DUE UNDER THIS AGREEMENT OR AN APPLICABLE ORDER FORM; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION); (C) EITHER PARTY'S BREACH OF ITS DUTIES OF CONFIDENTIALITY UNDER SECTION 18 (CONFIDENTIAL INFORMATION); OR (D) CUSTOMER’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. 

NO ACTION, SUIT OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) AGAINST THE COMPANY OR ANY JWX PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE SERVICES MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE DATE OF THE ACT OR OMISSION GIVING RISE TO THE CLAIM. 

THE PARTIES AGREE THAT THE SECTIONS ON DISCLAIMER AND LIMITATION OF LIABILITY HEREIN FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES SUCH THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH SECTIONS.

 

15.    Indemnification

Indemnification by Customer. You agree to indemnify, defend and hold us and our parents, subsidiaries, affiliates, assigns and licensees, subcontractors, service providers and each of their respective entities’ officers, directors, members, employees, representatives and agents (collectively, “JWX Parties”) harmless from and against any actual or alleged claims, suits, demands, actions, proceedings, investigations, inquiries, or enforcement actions by any third party, including any governmental or regulatory authority (collectively, “Claims”) and resulting damages, judgments, awards, fines, penalties, liabilities, amounts paid in settlement of Claims, and reasonable costs and expenses (including reasonable attorneys’ and other professional fees) (collectively, “Losses”) arising out of or relating to, in whole or in part, your (a) breach of your representations and warranties set forth in Section 6, (b) violation of applicable law or third‑party rights (including, without limitation, Intellectual Property Rights), and (c) gross negligence, willful misconduct, or fraud.

Indemnification by Company. Company shall indemnify, defend, and hold harmless Customer from and against any actual or alleged third-party Claims, subject to Section 14 (Limitation of Liability), to the extent that such Claims solely and directly arise from any breach of the Company’s representations and warranties set forth in Section 6.

Indemnification Procedure. The indemnified party will promptly give written notice of any Claim to the indemnifying party (except that any failure to so notify the indemnifying party will not relieve indemnifying party of its obligations under this section unless such failure materially prejudices indemnifying party's ability to defend such Claim). The indemnifying party shall have the right to sole control of the defense and settlement of any Claim, provided that, (a) it may not enter into any settlement that admits liability on the part of the indemnified party without the indemnified party's written consent, (b) Customer may not enter into any settlement that affects Company's rights with respect to the Services without Company's written consent, and (c) an indemnified party may employ counsel at its own expense to assist it with respect to any Claim. The indemnified party shall provide to indemnifying party, at indemnifying party's cost, all reasonable assistance; provided, however, that indemnifying party shall not be responsible for attorney's fees incurred by indemnified party in connection with such assistance. The indemnified party shall use commercially reasonable efforts to mitigate any Losses, and the indemnifying party shall have no obligation under this section for Losses to the extent arising from the indemnified party's own negligence, willful misconduct, or breach of these Terms.

 

16.    Term, Termination and Suspension

The term of this Agreement shall commence on the Contract Start Date specified in the Order Form. Unless otherwise set forth on an applicable Order Form, the Agreement shall remain effective for a period of one (1) year (the “Initial Term”). Upon the conclusion of the Initial Term, the Agreement shall automatically renew for additional successive terms for the same period as the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”). 

Either party may elect to not renew this Agreement by notifying the other in writing no later than thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term.

We may suspend or terminate your access to the Services and/or terminate our Agreement (including any Order Form) with you if you: (a) violate these Terms, the provisions of any Order Form, or any applicable law; (b) fail to pay amounts owed, unless disputed in good faith; (c) become insolvent, declare bankruptcy or a receiver or trustee is appointed for you, (d) are or become engaged in a business that is competitive with us, (e) to the extent applicable, in accordance with the terms of the Order Form, we determine, in accordance with the reports submitted by the Verification Service, that the Minimum Monthly Volume (as specified in the applicable Order Form) was not achieved during any two months during the Order Form’s term, or (f) abuse the Services or system resources or engage in conduct that interferes with the Services.

Without derogating from the generality of the foregoing, the following events shall constitute a material breach by Customer: (a) placement of the Ad in any place other than the Allowed Location on the Sites as set forth on the Order Form, including by way of enabling a third party to place other Ads in the Allowed Location; and (b) placement of any other advertisement or content owned or designated by a third party between the head of the applicable web page(s) and the Allowed Location. In the event of any termination by the Company, the Company is under no obligation to provide a refund for the fees received from you or apply such fees to future services.

These Terms are subject to termination by the Customer immediately if (a) Company violates any term of these Terms or (b) Company becomes insolvent, declares bankruptcy or a receiver or trustee is appointed for Company, and Company fails to cure any of the foregoing within thirty (30) days of written notice thereof.

Upon expiration or termination, all rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of expiration or termination and remedies for breach of these Terms shall survive. Notwithstanding the foregoing, the following sections survive expiration or termination: Section 5 (Customer Content), Section 8 (Fees), Section 9 (Intellectual Property), Section 12 (Privacy; Data), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 17 (Governing Law and Venue), Section 18 (Confidential Information), and Section 19 (Injunctive Relief), together with any other provision that by its nature is intended to survive. 

 

17.    Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the state of New York without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction and specifically excluding from application to this Agreement that law known as the United Nations Convention on Contracts for the International Sale of Goods. The parties agree and consent that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in New York County, New York, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

 

18.    Confidential Information

Each party acknowledges that it may have access to certain confidential information of the other party, such as information concerning its business, plans, customers, technology and products and other information held in confidence by the other party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. “Confidential Information” shall not include (a) information that becomes known to the general public without breach of the nondisclosure obligations of these Terms; (b) information that is already known to the receiving party at the time that it is disclosed to the receiving party; (c) information that is obtained from a third party without breach of a nondisclosure obligation and without restriction on disclosure; and (d) information that has been independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information.

Each party agrees that it will not use Confidential Information of the other party in any way for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, these Terms, nor will it disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary) any of the other party’s Confidential Information and it will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Upon termination or expiration of this Agreement for any reason or at the other party’s request, each party will return or destroy, at the other party’s request, all Confidential Information and all documents or media containing any such Confidential Information of the other party and any and all copies or extracts thereof.

 

19.    Injunctive Relief

The parties acknowledge and agree that (i) Customer’s unauthorized use or distribution of the Services, (ii) a party’s violation of the other party’s Intellectual Property Rights, or (iii) a party’s unauthorized disclosure of the other party’s Confidential Information may cause irreparable harm to the other party for which such party’s remedies at law may be inadequate. In such event, each party agrees that the non-breaching party will be entitled, in addition to any other remedies available to it at law or in equity, to seek immediate injunctive relief to prevent such unauthorized actions.

 

20.    Publicity

JWX shall be permitted to publicly identify Customer as a user of the Services, including on JWX’s websites and marketing materials. Customer hereby grants JWX a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use Customer’s name and marks for this purpose.

 

21.    Assignment

Neither party may assign or transfer this Agreement to any third party without the other party’s express written consent, not to be unreasonably withheld or delayed, save that either party shall be entitled to assign this Agreement to an acquirer or successor to its business if such acquirer or successor agrees in writing to fulfill all of the assigning party’s obligations under this Agreement. Any assignment or transfer made in the absence of such consent shall be void and in the event of such unauthorized assignment or transfer the other party may immediately terminate this Agreement.

 

22.    Digital Millennium Copyright Act (DMCA) Policy

The Services shall be subject to JWX’s DMCA policy, which is available at www.jwx.com/legal/dmca and is incorporated by reference herein. If you believe that any materials distributed through the Services violate a copyright that you hold, please follow the steps set forth in that DMCA policy.

 

23.    Complete Agreement

These Terms (together with any applicable Order Form and all other documents incorporated by reference herein) constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous understandings or agreements (written or oral) regarding the subject matter hereof. 

 

24.    Waiver of Breach

Unless expressly provided otherwise, each right and remedy in these Terms is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. No term or provision of these Terms shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the other party. Any consent to, or waiver of, a breach by a party, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided by the non-breaching party.

 

25.    Miscellaneous

The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. The Agreement does not create a partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between you and us and nothing in the Agreement will be interpreted or construed as creating or establishing any such relationship. Each party will perform its obligations hereunder as an independent contractor and will be solely responsible for its own financial obligations.

 

26.    Notice

Any notice, approval, request, authorization, direction or other communication under these Terms will be given in writing and will be deemed to have been delivered and given for all purposes (i) on the send date if sent by email or facsimile; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid or any other means of rapid mail delivery for which a receipt is available. Addresses for such notices are as follows:

 

Last Revised: October 2026