Terms and Conditions for MediaGuard, FraudSensor, Ad Fraud Sensor, and Ad Fraud Defense and any included Modules
“Authorized Third Party” means a business partner of Client (such as an Affiliate, supplier, vendor, or customer) that is subject to an obligation of nondisclosure at least as restrictive as that which exists between Client and HUMAN, and that are not Known Bad Actors.
“Known Bad Actors” means companies or businesses (or divisions or segments of an otherwise reputable company or business) that operate websites, networks of websites, applications (apps), platforms, or other mechanisms for delivering ads, mechanisms for delivering audiences to properties that host ads, or any other identifiable and marketed online properties, channels, or segments for which the Platform has reported fraud rates in excess of 50% of total traffic volume during the previous 90 days.
“Standard Reporting” means aggregated results on internet activity from the detection deployment technology provided with the Services to detect non-human or other forms of fraudulent behavior.
“Transactional Level Reporting” means Standard Reporting with the addition of detailed log-level results.
1. Authorized Data Sharing.
If Data Sharing is included in the Order Form, then Client may share a portion of Standard Reporting as aggregate reporting (“Summary Reporting”) with Authorized Third Parties; provided that the applicable Authorized Third Party must first execute an unaltered HUMAN Authorized Third Party Data Use Agreement available at https://www.humansecurity.com/authorized-third-party-data-use-agreement (“Use Agreement”). An Authorized Third Party that has executed a Use Agreement may access Summary Reporting through dashboard accounts (“Summary Dashboard”) or emailed reports. HUMAN may provision each Summary Dashboard in any manner it sees fit to ensure that only Summary Reporting relevant to such Authorized Third Party is accessible therein, and HUMAN has the right to refuse to provide or continue to provide a Summary Dashboard or emailed reports to any Authorized Third Party it reasonably determines is, or becomes, a Known Bad Actor. Client shall require that all Authorized Third Parties keep HUMAN login and password information strictly confidential. Client will not share any Transaction Level Reporting with any third party under any circumstances
2. Indemnification by Client.
In addition to Client obligation to Indemnify Human under Section 7.2 of the Standard Terms, Client shall Indemnify HUMAN and its Affiliates, and the officers, directors, and employees of each, against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) to the extent arising from any Claim that arises or results from Client’s failure to comply with Section 1 hereof (Authorized Data Sharing).
Terms and Conditions for Bot Defender, Code Defender, Credential Intelligence, Account Defender, Account Takeover Defense, Scraping Defense, Transaction Abuse Defense, Data Contamination Defense, Fake Account Defense, Compromised Account Defense, Client-side Defense, PCI DSS Compliance, and any included Modules
Third Party Platforms. HUMAN has the ability to allow Client to view Platform Data, normally available in the Platform, in platforms/dashboards of various third parties (e.g., DataDog). If Client instructs HUMAN to send data to a third-party platform or dashboard, then Client agrees that HUMAN will have no liability for any unauthorized use, loss, destruction, alteration, disclosure or corruption of any Platform Data processed by such third party.
Suspension: HUMAN reserves the right to temporarily suspend the Service if Client exceeds the Prepaid Usage by more than 900% as measured on a per minute basis.
Effect of Termination: Upon expiration or termination of a Subscription, Client will disable all data feeds to HUMAN within 72 hours or else all subsequent usage will be billed at the Overage Rate.
Terms and Conditions for Malvertising Defense and Ad Quality, including cleanAD and any included Modules
The following additional terms and conditions shall govern Client’s use of the Malvertising Defense Platform. All terms not specifically defined herein shall have the meaning set forth in the Standard Terms. If there are any inconsistencies between these Service Terms and the Agreement, these Service Terms shall apply with respect to the Malvertising Defense Platform only.
(a) License Grant. During the applicable Subscription Term and subject to the terms and conditions of the Agreement, HUMAN hereby grants to Client and Client hereby accepts a non-exclusive, non-transferable (except as expressly permitted herein), non-sublicensable, limited right to (i) access and use the Malvertising Defense Platform related to the Client Properties consistent with any documentation provided by HUMAN related to use of the Malvertising Defense Platform, (ii) include and integrate the Malvertising Defense Code into the Client Properties, and (iii) use the Malvertising Defense SDK for the sole purpose of integrating, deploying, accessing and using the Malvertising Defense Code into and on the Client Properties. HUMAN will provide access to the Malvertising Defense Platform on a hosted basis. Client Properties may be expanded to include URLs and applications upon mutual agreement of the Parties (with email being sufficient acknowledgment of agreement), including such pages and impressions for these additional URLs and applications upon such agreement.
(b) Implementation. The Parties agree to the implementation plan set forth below. Promptly following the Effective Date, Client shall allow HUMAN to make a copy or clone of the Client Properties to incorporate the Malvertising Defense Code therein on a test basis. HUMAN shall then perform an audit of the cloned Client Properties to ensure compatibility and performance of the Malvertising Defense Code within the Client Properties. Once the audit is complete, HUMAN shall provide Client with links to the cloned Client Properties for review and approval. If necessary, HUMAN may customize the Malvertising Defense Code for the Client or provide additional trouble shooting services if the Malvertising Defense Code as incorporated into the cloned Client Properties causes interaction issues, which may be subject to an additional fee. Once approved, the Parties shall agree upon commercially reasonable procedures for delivery of the Malvertising Defense Code from HUMAN to Client. In addition, HUMAN shall provide recommendations for optimal location of the Malvertising Defense Code within the Client Properties, based on HUMAN’s initial audit. HUMAN may also provide, at its discretion, Client with additional reasonable technical requirements, integration requirements, and/or other technical or business use policies and procedures related to use of the Malvertising Defense Code and access to the Malvertising Defense Platform. HUMAN shall also make the Malvertising Defense SDK available to Client to use in connection with integrating, deploying, accessing and using the Malvertising Defense Code into and on the Client Properties consistent with the license and use rights granted herein. Client hereby agrees to comply with all reasonable requirements, policies and procedures provided by HUMAN related to use or access of the Malvertising Defense Platform. Without limiting the foregoing, Client is responsible for integrating the Malvertising Defense Code into the Client Properties in accordance with HUMAN’s recommendations (as well as any costs related thereto). Additional and/or different implementation processes may be mutually agreed upon in writing in lieu of the foregoing as the circumstances require.
(c) Third Party Service Providers. Client may utilize a Third Party Service Provider to integrate and/or implement the Malvertising Defense Code into Client Properties and provide services related thereto. “Third Party Service Provider” means those individuals, companies and entities that (i) are not competitors of HUMAN (as determined in HUMAN’s sole discretion), (ii) are providing IT services to Client pursuant to an enforceable agreement with Client consistent with general industry standards, and (iii) access and use the Malvertising Code and Malvertising Defense SDK solely for the benefit of Client. In such event, Client and such Third Party Service Provider shall be solely responsible for all related costs or expenses. Client shall be fully liable and responsible for each Third Party Service Provider’s compliance with the terms of the Agreement and any of their acts or omissions. No Third Party Service Provider shall have any authority or ability to exercise any business or technical control over the Malvertising Defense Code or the Malvertising Defense Platform.
(d) Modification. HUMAN may modify or replace the Malvertising Defense Code or other portions of the Malvertising Defense Platform at any time, in whole or in part, as progress in engineering or development methods or other circumstances may warrant. Client shall be solely responsible for all costs and fees incurred as the result of any such modifications including to integrate modified Malvertising Defense Code with the Client Properties.
(e) Ownership. HUMAN retains all right, title and interest in and to the Malvertising Defense Platform (including the Malvertising Defense Code and Malvertising Defense SDK), HUMAN’s proprietary technology and materials (including the technology utilized by HUMAN to operate the Malvertising Defense Platform) and all intellectual property and Intellectual Property Rights related thereto. Client retains all right, title and interest in the Client Properties, the technology utilized by Client to operate the Client Properties (but not including the Malvertising Defense Platform or any Malvertising Defense Code), and all intellectual property and Intellectual Property Rights related thereto.
(f) Qualified Impressions. If Client is billed based on Qualified Impressions, Client shall deliver to HUMAN a count of Qualified Impressions from the immediately preceding month within four (4) business days after the end of such month.