Terms of Service
This Exelbid Terms of Service (this “Agreement”) between you, a Member and MOTIV INTELLIGENCE Inc., a company organized under the laws of the Republic of Korea (hereinafter “MOTIV INTELLIGENCE Inc,” the “Company,” “we,” “us” or “our’) govern your use of our Exelbid ad exchange platform services (the “Exelbid Services”). “You” or “Your” means you or any other person or entity identified in any service account on whose behalf you are authorized to act.
- In this Agreement, the following terms shall have the meanings specified in this Article 2.
1) ”Exelbid” means the ad exchange platform provided by the Company and Exelbid Services include the use of our Website as well.
2) A “Member” means an entity or a person who represents the entity who have entered into a written Contract with the Company to use our Exelbid
Services pursuant to the terms and conditions of this Agreement. A Member can either be a Publisher Partner or an Advertising Demand Partner.
3) A “Publisher Partner” means a Member who offers or owns ad space on its websites, mobile applications or other advertising inventory that the
Company has permitted.
4) An “Advertising Demand Partner” means a Member who is an advertiser, an advertising platform, ad network or other participant who desires to
purchase ad inventory through Exelbid Services.
5) ”Ad Inventory” shall mean elements of websites, mobile applications or other advertising inventory that are permitted by the Company which a
Publisher Partner designated, in Exelbid, for placement of Ad Content. If the Company offers Exelbid Services via PC, TV, mobile phone or other wired
or wireless devices, any ad space available for such platforms shall be treated as Ad Inventory for the purposes of Exelbid Services.
6) “Exelbid SDK” means all software development kit that we provide to our Publisher Partners to enable Exelbid to be integrated to Ad Inventory of
the Publisher Partners.
7) “Ad Content” means advertising content for specific services or products that the End Users will view on the Ad Inventory that are exchanged in
8) “End User” means a user who views or uses the subject of Ad Content offered on Ad Inventory of a Publisher Partner who offered the Ad Inventory
9) “Website” means the website operated by the Company (http://manage.exelbid.com) for Exelbid Services.
10) “Ad Fee” means a fee to be paid for displaying Ad Content on Ad Inventory.
11) An “ID” means a unique identifier used in Exelbid to identify a Member. A Member may choose, subject to approval by the Company, an ID in any
combination of alphabets and numeric numbers or use an email address.
12) A “Password” means a secret code consists of alphabets and numeric numbers that a Member can choose to protect the Member’s access to
13) ”Administrator” means the person designated by the Company to oversee and monitor Exelbid Services for proper operation.
14) A “Post” or “Posting” means any letter, sign, symbol, sound, picture, video, words or any link to any of the foregoing that is uploaded to
the Website by a Member.
15) A “Contract” means a written agreement between the Company and an applicant who desires to use the Exelbid Services.
A written Contract must be executed before a person or entity can become a Member and use the Exelbid Services.
- Any terms or expressions used in this Agreement that are not otherwise defined in Section 1 shall be interpreted in accordance with applicable laws, any instructions using the Exelbid Services provided by the Company or international business customs.
3 [Applicability and Amendment]
- This Agreement applies to all Members of Exelbid.
- By creating a Member account via the online user interface on the Website, or by otherwise accessing or using any part of the Exelbid Services, you effectively give your consent to be bound by the terms and conditions of this Agreement.
- If you do not agree to the terms and conditions of this Agreement, you cannot create a Member account, or access or use any part of the Exelbid Services.
- We reserve the right to change or modify any of the terms and conditions of this Agreement at any time and in our sole discretion. We will provide 15 days prior notice to you before making any such changes; provided, if in our opinion, any such changes may not be so favorable to you, then in such cases, we will provide at least 30 days prior notice to you via E-mail or SMS (However, if we cannot reach you due to failure on your part to update your contact information, then a prior notice will be deemed given to you by posting the amended terms and conditions on the Website).
- Your continued use of any part of the Exelbid Service following our notice to you of any changes or modification to any of the terms and conditions of this Agreement, or posting of the amended Agreement on the Website will constitute your consent to such changes or modifications. If you do not agree with any of the changes or modifications to this Agreement, you must stop using the Exelbid Services and contact us for cancellation of your membership.
- By agreeing to be bound by the terms and conditions of this Agreement, you also agree to periodically check our Website for any amendment to this Agreement. The Company is not responsible for any damages or losses you may incur due to your failure to check for the updates or changes to this Agreement.
4 [Other Applicable Terms and Conditions]
- Any matters not specifically addressed in this Agreement shall be governed by the provisions of applicable Korean laws, including without limitation, the Framework Act on Telecommunications, the Telecommunications Business Act, Act on Promotion of Information and Communications Network Utilization and Information Protection, etc. (hereinafter the “Information and Communications Network Act”) and the Act on the Consumer Protection in Electronic Commerce, etc.
- If you, as a Member entered in to a separate agreement with Exeibid concerning any other product or services offered by the Company through Exelbid, then the terms and conditions of the separate agreement shall govern the relationship between the parties concerning that other subject matter in addition to this Agreement. Contract for Using Exelbid
5 [Contract for Using Exelbid]
- The Contract for use of Exelbid between the Company and a Member shall be effective upon execution by the authorized representatives of the parties of the Contract, and the completion by the Member of entering relevant information requested on the Website and the Company’s acceptance thereof.
- The Company may request applicants for membership to authenticate their name, phone number and/or E-mail address.
- The Company reserves the right to accept or deny any application for the Exelbid Services or request additional information at its sole discretion.
- The Company may place restriction on use or other necessary measures to comply with the rating and age related provisions under applicable legislations, including without limitation, the Youth Protection Act.
6 [Acceptance by the Company]
- The terms and conditions of this Agreement shall apply to all Members who use the Exelbid Services.
Unless otherwise prevented due to technical difficulties, the Company accepts and approves applications submitted to us via the Website on a first come first served basis.
The Company reserves right to reject any membership application on the basis of any of the following (or cancel membership upon later discovering any).
1) If the applicant provided false identity or used the name of another person;
2) If the applicant provided false information or fail to provide information requested by the Company;
3) If the applicant violated relevant provisions of this Agreement or committed any negligence or misconduct; or
4) for other reasons as reasonably determined by the Company.
The Company reserves the right to temporarily halt accepting or processing any applications for Membership for any of the following basis:
1) If the Company cannot serve additional Members due to limited capacity;
2) If the Company is experiencing technical difficulties;
3) If the Company cannot confirm the identity of an applicant; or
4) for any other reasonable basis at the Company’s discretion.
In the event that the Company rejects or withhold accepting any application, the Company will notify the applicant of the basis for the Company to reject or withhold the application submitted to the applicant, via email or through Website. Where applicable, we will provide the list of the additional documents that the applicant may submit for reconsideration by the Company.
7 [Changing Member’s Information]
- You can review and update your Member information at any time on the Website.
- If any information you provided during the application process has changed, it is your responsibility to update or correct such information. The Company will not be responsible for any failure to update on your part.
- You may withdraw your consent to this Agreement and the use of Exelbid at any time, with or without cause by requesting cancellation. Please note that your use of the Exelbid Services will be limited upon withdrawing your consent.
8 [Changes to Our Services]
We reserve the right to change or modify any part of the Exelbid Services (including without limitation, quality and technical specifications) at any time and in its sole discretion upon providing 15 days prior notice to you which notice will be posted on the Website or communicated via e-mail. If, however, we believe any of the changes may not be so favorable to you, then we will provide at least 30 days prior notice to you via e-mail or SMS.
We reserve the right to suspend or terminate the Exelbid Services or any part thereof in each of the following cases:
1) for maintenance, repair or technical difficulties;
2) if a Member interferes with our operation;
3) for power outage, failure of communication equipment or sever failure due to unusually high traffic;
4) for any other internal reasons as determined by us; or
5) in the event of force majeure, including without limitation, natural disaster, acts of God or national emergency.
A Member may terminate the Contract at any time with or without cause by making termination request to the Company. Such termination will become effective upon the Company’s receipt of the termination request. The Company will not be responsible for any losses or damages you may incur in relation to your termination. The Company reserves the right to retract any rights and privileges that the Company offered to you prior to your termination.
The Company will not be responsible for any losses, damages or problems you may incur in relation to your termination or suspension of the use of the Exelbid Services.
The Company reserves the right to immediately terminate a Member’s Contract or block such Member from accessing Exelbid in its sole discretion for any breach by the Member of its obligations under Section 10 and/or Section 11, with or without notice, upon discovery by the Company.
Any Member whose account was terminated by the Company under Subsections 5 or 6 above may appeal the Company’s decision by following the instructions provided by the Company. If the Company finds the appeal has valid ground, the Company will immediately restore the Member’s account.
Rights and Obligations of the Parties
9 [Our Obligations to You]
- The Company does not disclose, share or distribute any personal information collected from any Member to a third party without the Member’s express consent; provided, that we may disclose such information to relevant government agencies, including without limitation, the Korea Communications Commission pursuant to a legal requirement, a judicial order or government regulations, to the extent required under applicable laws.
- The Company will promptly process any complaints reported to our customer service department. In the event the Company cannot respond to complaint in timely manner, the Company will communicate reasons for the delay and estimated time of our response through the Website or via e-mail.
- The Company closely observes all applicable laws for providing and maintaining the Exelbid Services, including without limitation, the Information and Communications Network Act, the Protection of Communications Secret Act and Telecommunications Business Act.
10 [Your Obligations]
- A Member shall not, and shall not cause or allow any third party to commit any of the following actions without the prior consent of the Company.
1) For All Members
(1). Accessing or using Exelbid through means that are not specifically allowed by the Company or against the instructions provided by the Company.
(2). Impersonating any employee of the Company, including the Administrator or stealing a third party’s account to upload postings or send e-mails.
(3). Distributing false information for unjust economic gain or to defraud others.
(4). Repeatedly terminating and opening accounts to take advantage of discount coupons or other promotions offered by the Company for new users.
(5). Other interference with normal operation of Exelbid
(6). Collecting, storing or sharing personal information of another Member or End Users without expression permission.
2) For Publisher Partners
(1). Edit, modify, filter, transform, delete, hide, or minimize ad links, ad units, types of exposure, and the order in which the information contained in the ad is displayed.
(2). Encouraging others to click on Ad Content on your Ad Inventory or artificially creating clicks.
(3). Artificially increase the number of impressions (regardless of the method used) or clicks.
(4). Posting confusingly similar or indistinguishable image or pictures next to Ad Content.
(5). Modifying the code for Ad Content with such method not expressly permitted by the Company or manipulating type of exposure or targeted users in Exelbid to copy or distort the information stored or transmitted in Exelbid.
(6). Intentionally overloading the servers and other communication equipment of the Company.
3) For Advertising Demand Partners
Any action in breach of the Contract entered with the Company prior to the use of Exelbid.
2. In the event that a Member commits any actions that is prohibited under Section 1 above, the Company may, in its sole discretion, retract some or all of the additional benefits provided to the Member, limit the use of certain services, terminate the Contract with the Member or file claim for monetary damages.
3. If the Company takes any corrective measures provided under Section 2 above, it will provide prior notice to the affected Member via e-mail or telephone; provided, however, that if the Company cannot reach the Member or the Company has reasonable basis to take the corrective measures immediately, then the Company may take the corrective measures without giving prior notice.
4. The Member may appeal the Company’s decision to take the corrective measures set forth in Section 2.
5. If the Member’s Contract is terminated by the Company as provided under Section 2, the Company may, without prior notice, cancel any transaction with the terminated Member.
6. If the Contract is terminated as provided under Section 2, the Company reserves the right to reject any subsequent applications for membership submitted by the terminated Member.
11 [Other Obligations of Members]
1) Ad Inventory & Ad Content
(1) A Publisher Partner is solely responsible for all matters related to Ad Inventory offered by the Publisher Partner.
(2) An Advertising Demand Partner is solely responsible for all matters related to its Ad Content, including sale of product or services that is the subject of the Ad Content and also the related customer services.
4) Any of your AD Inventory is targeted to children under the age of 13, you must be in full compliance with Children’s Online Privacy Protection Act (“COPPA”) and you must represent and warrant that you will not transmit personal information about a minor.
5) GDPR. If you wish to offer personalized advertising to End Users in the European Union, UK and Switzerland, you must obtain prior consent from such users in full compliance with GDPR.
6) It is your responsibility to securely maintain your ID and Password. You are solely responsible for all consequences arising from any neglect or misuse of your ID and Password. You should not let others use or have access to your ID or Password. If you believe someone else has access to Your ID and Password (or if you have reason to believe they are stolen) you should report to the Company immediately and follow the instructions of the Company.
Your Use of ExelBid
If You or any employee or affiliate of you breach any terms and conditions of this Agreement or otherwise interfere with the proper operation of Exelbid, we reserve the right to limit your access to Exelbid. We will not be responsible for any losses you may incur in connection with any such limitation imposed by us.
If any Ad Inventory or Ad Content you offer falls under any of the following, we reserve the right to restrict your use of Exelbid without any liability to you.
1) Content containing, consisting of or promoting discrimination, illegal activities, hate speech, graphic violence, firearms, tobacco, illegal drugs, pornography, profanity, obscenity or sexually explicit material
2) Any content that is specifically outlawed by the jurisdiction of your location
We reserve the right to suspend, without prior notice, all or any part of the traffic generated by you or Ad Inventory offered by you if we have reasonable basis to suspect that all or any part of the traffic is generated by fraudulent scheme.
We reserve the right to limit your access to Exelbid if you fail to pay any undisputed of Ad Fee when it’s due.
13 [Technical Support]
- If a Member or any employee of the Member forwarded questions or requests for assistant to us concerning Exelbid or the Exelbid SDK via e-mail, phone or other communication channel, then we shall treat such request as your consent to give us the access to your application build file which may contain your mobile application information.
- We may collect statistical data through the Exelbid SDK and such other data that are generated from your use of the Exelbid SDK. We may process such data so that we cannot identify specific Member or Member’s mobile application and use such data solely to improve any products or services provided by us or to provide statistical information to our Members.
14 [Ad Fees]
- The Company will calculate and pay Ad Fee to Publisher Partners based on the rate table set by the Company.
- Pursuant to this Section 14, we reserve the right to suspend any Ad Inventory or withhold payment of Ad Fee to the Member who offered the Ad Inventory, if we have, based on our monitoring process, reasonable basis to determine that the Ad Inventory provided by the Member is not valid.
- The amount of Ad Fee payable will be calculated at the rate to be agreed by the Company and the Publishing Partner and shall be based on the statistics generated from the Website.
- A Member may request for unpaid Ad Fee (if any) upon termination of the Contract; provided, however, that the Member shall have no claim to any unpaid Ad Fee that are over 5 years due from any termination of the Contract.
- We may deduct from any payments any withholding, sales, value added, and other applicable taxes which we are required by law to deduct.
15 [Our Right to Withhold Payment]
- We reserve the right to deduct any amount of damage or loss from Ad Fee payments to a Member to the extent such damages or losses are incurred by the Company due to any fault or breach of the Member. We further reserve the right to withhold, for a reasonable time period, an appropriate portion of the payment to be made upon termination, to compensate for any refund requests or claims from Advertising Demand Partners in connection with the Ad Inventory offered by the terminated Member.
- In the event of a court seizure or collection order on any payment due to a Publisher Partner, we reserve the right to withhold any payment to the Publisher Partner until the Publisher Partner finally settles with the relevant creditor.
- Notwithstanding anything to the contrary herein this Section 15, we reserve the right to withhold all or any part of the payment due to a Publisher Partner pursuant to the operation of applicable laws or if we have other reasonable legal basis.
16 [Promotional Materials]
- The Company will, from time to time, provide relevant information about Exelbid on the Website or via e-mail or postal mail to our Members.
- Company will, with your consent, provide useful information or other advertising materials to you via SMS or e-mail.
17 [Removal of Inappropriate Posting]
- The Company reserves the right to remove any Posting made by Members on the Website for any of the following cases without any liability to such Member:
1) materials that are defamatory or libelous to the Company, any Member or third party;
2) materials that are against social order or public safety;
3) materials that are illegal or distribution of which can be a criminal offense;
4) materials that are infringing upon intellectual properties of the Company or any third party;
5) materials that are past the pre-determined posting period by the Company;
6) non-permitted promotional or advertising materials; or
7) any other outlawed or non-permitted materials under applicable laws.
- The Company reserves the right to implement a separate policy setting forth detailed terms and conditions covering the Postings on the Website and may remove any Postings that are in breach of such policy.
- The Company agrees to indemnify and hold harmless a Member from any damages or losses arising out of or resulting from any intentional misconduct or negligence of the Company in providing the Exelbid Service.
- A Member agrees to indemnify and hold harmless the Company, its officers, employees and agents from any claims, lawsuits, damages or losses including court costs and attorney’s fee arising from any breach by the Member of this Agreement or any provisions of applicable laws.
- You agree to indemnify, defend and hold the Company, its agents, directors, officers, and employees (collectively “Indemnified Party”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Party, arising out of, related to or which may arise from (i) your use of any Exelbid Services, and/or your breach of any term of this Agreement, (ii) any claim or allegation that any Ad Inventory or Ad Content infringes upon, violate, or misappropriate any intellectual property rights of a third party, or slander, defame, or libel any person, (iii) your failure to secure all consents, licenses, waivers, rights, title, and interest necessary to display the Ad Content or offer Ad Inventory, as the case may be, (iv) your failure to comply with our policies, (v) or with respect to the Website or the Exelbid Services, your failure to secure all rights, title, and interest necessary to offer Ad Inventory and serve the Ad Content onto the Ad Inventory. You agree not to settle any claim against any Indemnified Party without our prior written consent.
19 [Warranty Disclaimer]
WE DO NOT REPRESENT OR WARRANT THAT THE EXELBID SERVICES OR EXELBID SDK ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE FREE FROM DEFECTS. ACCORDINGLY, THE SERVICES IN EXELBID ARE MADE AVAILABLE FOR USE “AS IS,” AND ANY USE THEREOF WILL BE UNDERTAKEN SOLELY AT YOUR OWN RISK. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, SUSPEND THE OPERATION OF EXELBID AT ANY TIME (SUBJECT TO NOTICE AS MAY BE REQUIRED HEREIN). WE DO NOT CONTROL, ENDORSE OR ADOPT ANY AD INVENTORY OR AD CONTENT AND MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND REGARDING THE CONTENT OF ANY AD INVENTORY OR AD CONTENT, INCLUDING, WITHOUT LIMITATION, REGARDING THE ACCURACY, COMPLETENESS OR DECENCY OF ANY AD INVENTORY OR AD CONTENT. WE EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. FOR THE AVOIDANCE OF DOUBT, WE DO NOT GUARANTEE THE RESULTS OF THE EXELBID SERVICES OR THAT THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWNTIME (I) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (II) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, (III) FOR PREVIOUSLY SCHEDULED MAINTENANCE OR (IV) RELATING TO EVENTS BEYOND OUR CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS IN INTERNET SERVICES TO AN AREA WHERE OUR OR YOUR SERVERS ARE LOCATED OR CO-LOCATED.
YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA, LOST PROFITS OR REVENUE THAT DIRECTLY OR INDIRECTLY RESULTS FROM YOUR USE OF THE EXELBID SERVICES. WE ARE NOT RESPONSIBLE AND WILL NOT GET INVOLVED OR MEDIATE ANY DISPUTE (A) BETWEEN OR AMONG OUR MEMBERS OR (B) BETWEEN YOU AND A THIRD PARTY WHICH IS LINKED TO ANY AD INVENTORY OR AD CONTENT AND A MEMBER OR (C) BETWEEN YOU AND AN END USER OVER ANY TRANSACTION ENTERED INTO BY AND AMONG SUCH PARTIES. WE CLAIM NO RESPONSIBILTIY FOR ANY LOSSES OR DAMAGES INCURRED BY YOU IN CONNECTION WITH YOUR DISCLOSURE OR RELEASE OF ANY PERSONAL INFORMATION ABOUT YOU.
20 [No Assignment]
You may not assign or transfer this Agreement or any of your rights and obligations hereunder without the prior consent of the Company.
- You agree not to disclose Exelbid Confidential Information (defined below) without our prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of such Exelbid Confidential Information as you use with respect to your own confidential information (but in no event less than a reasonable degree of care). “Exelbid Confidential Information” includes any and all information that is disclosed by us, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information would be reasonably deemed to be confidential, and includes the features and functionality of the Exelbid Services or any portion thereof. Exelbid Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the you without use of or reference to Exelbid Confidential Information and without any violation of any obligation of this Agreement; or (d) you rightfully obtain from a third party lawfully in possession of such information without restriction on use or disclosure. The confidentiality obligation herein shall survive three (3) years from any termination of this Agreement for three (3) years.
22 [Governing Law; Dispute Resolution]
This Agreement and any action related thereto will be governed by the laws of the Republic of Korea without regard to or application of its conflict of law provisions. Any disputes, claims or controversies arising out of or relating to this Agreement shall be brought before the Seoul Central District Court and you consent to the exclusive jurisdiction of such court.
Effective: August 21, 2019. (verson 1.1)
Effective: November 1, 2016 (version. 1.0)