Oxford BioChronometrics SecureAd for Impressions Terms and Conditions
License and Service Agreement
Note about the Product: SecureAd Impressions is designed to detect and report human and non-human views of digital advertisements to better report invalid impressions. This code is placed on the advertisement to report on all impressions of that digital ad campaign.
I. This Agreement
1. Purpose: The purpose of this Agreement is to articulate the terms and conditions applying to the provision of the SecureAd Services and to determine the extent of your authorization to benefit from certain proprietary applications, tools and data, as determined by Oxford BioChronometrics at its sole discretion relating to SecureAd Services, through the Service License distributed by Oxford BioChronometrics or customized implementation at its sole discretion from time to time.
2. Prerequisite: In order to benefit from the Services, each Service License or customized implementation requires your agreement by clicking “I AGREE” for digital consent, or dually- executed physical signatures on the bottom of a printed version of this agreement. Once your consent has been obtained, you will be issued a unique Client Code from Oxford BioChronometrics, which may only be used by you and will provide access to our Services.
II. The License
3. As long as you comply with this Agreement, Oxford BioChronometrics grants you a limited, revocable, non-exclusive worldwide license to use the Client Code to enable the Services, or customized implementation which provides access to the Services, solely in accordance with this Agreement and any Operating or Implementation Documentation for customized integrations (i.e. documents and information provided by us).
4. Except for the rights granted to you by a valid License, Oxford BioChronometrics reserves all other rights, title and interests (including all intellectual property and proprietary rights), and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Services, or any copies thereof, or any other intellectual property or technology that Oxford BioChronometrics provides or uses in connection the Services offering (our “Technology”).
III. Service License
5. Your License grants you access to SecureAd analytics of Human vs. Bot interaction for use on your own or your client’s digital advertisements, digital advertisements you publish on your website(s) or website(s) you maintain, and/or digital advertisements published by a third party (e.g. a search engine, social media network, advertising firm or digital ad exchange) that direct a user to your or your client’s website(s) or forms on your website (s).
IV. What the License Provides
6. Your SecureAd License allows you to track the performance of your own digital advertising campaigns or those of a client. Analytics are provided through our web-based dashboard meant to provide near real-time information on performance, thereby creating the opportunity to alter your campaign as digital ad fraud is detected. Forensic analytics are also delivered periodically which are meant to provide you with the necessary information, in the appropriate format, to change campaign strategies, vendors, or negotiate better advertising terms.
V. Things That You Cannot Do with a License:
7. You cannot transfer the License and/or Client Code unless you have received written authorization from us.
8. You cannot distribute the Services, Licenses and/or Client Codes.
9. You cannot use a Client Code other than in connection with a License and other than for the purpose of benefiting from the Services in accordance with this Agreement.
10. You cannot use a Client Code, License and/or a Service in order to access directly, to discover and/or analyze, the Technology.
11. You cannot include the Services, License or use the Client Code in connection with any spyware, malware, virus, worm, Trojan horse or malicious, harmful and/or spy code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
12. You shall not, and shall not attempt to (i) modify, alter, tamper with, repair, or otherwise, create derivative works of the Service offerings and/or Technology; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the Services and the Technology.
13. You shall not display the Service on sites that disparage Oxford BioChronometrics, infringes any Oxford BioChronometrics intellectual property or other rights, or violates any applicable law.
14. You cannot obscure or disable any element of the Service.
15. The Service, the Service content, and Technology cannot be copied, modified, deleted or reproduced.
VI. The Client Code
16. You must use a Client Code to obtain access to the Services through the License. Use of the Client Code to access or use any Services is subject to this Agreement.
17. Oxford BioChronometrics may change your Client Code from time to time. A Client Code is for your personal use only, you must maintain its secrecy and security. You are responsible for all activities that occur under your Client Code, regardless of whether those activities are undertaken by you or any other person or entity.
18. To obtain a Client Code for use with a License, you must digitally or physically execute this agreement with Oxford BioChronometrics and pay any required set up fees.
VIII. License Fee
19. In consideration for the provision of the Services and the rights granted to you under this Agreement, you will pay to Oxford BioChronometrics the applicable License Fee.
Unit Price per Query
First 100,000 per month 0.0005
>1 .5million 0.00030
>3 million 0.00025
>5 million 0.0002
20. The License Fee is based on the number of verifications processed by the Oxford BioChronometrics code. A verification is any single instance in which the client code attached to your ad or website is called upon to determine whether a bot or human is interacting with your advertisement(s) website or forms.
21. Oxford BioChronometrics may change the License Fee at any time but with effect as of the end of the relevant License Period (as indicated in writing).
22. Payment obligations are non-cancellable, and any fees paid are non-refundable.
23. Payment is to be made by bank transfer, credit card or by setting up recurring payments using the method made available on the website https://oxford-biochron.com/securead-payment/ recurring payment function is currently processed by Stripe but may change at any time.
24. You represent and warrant that if the License Fee payable for any period is based on information provided by you, the information provided to Oxford BioChronometrics will at all times be accurate, complete and up-to-date. Oxford BioChronometrics has the right to verify the completeness, accuracy and current nature of the information provided for any License Fee. Should said information be inaccurate or outdated, Oxford BioChronometrics will have the right to charge double the highest License Fee.
25. If any amount owed by you is 30 days or more overdue, Oxford BioChronometrics may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under this Agreement so that all obligations become immediately due and payable, and suspend its services to you until such amounts are fully paid.
IX. License Period
26. You will be bound for an additional License Period at the end of each License Period, at the then-current price of the relevant volume level as stated above, unless you terminate this Agreement prior to the end of the current License Period.
27. You may terminate this Agreement at any time. However, please bear in mind that this termination will only be effective at the end of the current License Period.
28. Upon termination of this Agreement, the license(s) granted under it will immediately and automatically terminate and you must immediately stop using the Client Code and the Solution. Deletion of Client Code on your advertisement or webpage(s) is your responsibility and you will continue to incur costs to Oxford BioChronometrics as long as the code is utilized and submitting requests even after termination of this agreement.
29. You agree that in order to provide the Services, Oxford BioChronometrics needs to collect, and will collect data provided by the web browsers of Internet users who are accessing your digital advertisement (including users’ IP addresses), in accordance with the security settings chosen by individual Internet users. You are responsible for ensuring that any and all required information is provided to the visitors and users of your website and that any and all consents required from them under any applicable law have been obtained. You agree to hold Oxford BioChronometrics harmless should a claim be brought by users or visitors on the ground of any applicable data privacy laws.
30. Oxford BioChronometrics may modify any of the terms and conditions contained in this agreement or any operational documentation at any time and at its sole discretion, by emailing you at the email address you provided to Oxford BioChronometrics.
31. If you disagree with any change, your only recourse is to terminate this Agreement. Your continued usage of the Client Code following Oxford BioChronometrics’ emailing of a change notice, revised license agreement, or revised operational documentation will constitute your binding acceptance of the change.
32. All changes will be effective immediately, except for a change in the amount of the License Fee or regarding the duration of the License Period, which shall be effective at the end of the current License Period.
XIII. Limitation of Liability
33. Oxford BioChronometrics shall not be held liable for any direct, indirect, incidental, special or consequential damages, including, but not limited to, damages for loss of profits, goodwill, use, or data, or other losses (even if Oxford BioChronometrics has been advised of the possibility of such damages) in connection with this Agreement and/or the provision of the Services. In any case, Oxford BioChronometrics’ liability under this Agreement shall be limited to the License Fee actually paid by you to Oxford BioChronometrics in accordance with this Agreement.
XIV. Applicable Law/Jurisdiction
34. This agreement is governed by the laws of the Delaware and you agree that the courts of the Delaware shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, this Agreement and that accordingly any proceedings, suit or action arising out of, or in connection with, the Agreement may be brought in such courts.