Terms of Use

MobiGirlMedia.com (MGM) helps mobile advertisers and mobile app publishers buy and sell advertising via its website MobiGirlMedia.com (the “Site”). By using the Site or creating an account (“Account”) and installing the MobiGirl Media Software Developer Kit (SDK) you agree to comply with and be bound by these terms of use (the Terms”.) Please review them carefully. If you do not agree with the Terms, you must not use this Site or create an Account.

Your Account:

By creating an Account, you represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the jurisdiction in which you reside, and that you possess the legal right and ability to agree to and be bound to these Terms. You agree to be financially responsible for your Account and to comply with your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the Site, including but not limited to those for deposits of funds, account cashouts, payment methods, and refunds. Accounts are non-transferable.

As part of the Account registration process, you will be required to submit an email address and password and to provide contact and billing information. You agree that you will not knowingly select or use the email address of another person or impersonate another party, use an email address subject to the rights of any other party without authorization, or use an email address that MGM, in its sole discretion, deems inappropriate or offensive. MGM may refuse to permit you to use a specific Account name or email address for any reason. You are entirely responsible for the accuracy of your information and keeping it up-to-date and for maintaining the confidentiality of your password and contact/account information; failure to do so will constitute a breach of these Terms and MGM reserves the right to terminate your Account. You agree to immediately notify MGM of any unauthorized use of your Account or any other breach of security of which you become aware, including but not limited to theft or unauthorized disclosure of your password. Furthermore, you understand and agree that you will be liable for any activity performed by anyone using the Site with your Account.

MGM reserves the right to terminate or to suspend access to your Account at any time. Reasons include but are not limited to your breach of any of these Terms, any credit or payment issues, if we are unable to verify any information you provide to MGM, and if we believe that your actions are illegal, fraudulent, harassing, abusive, or may cause legal liability or other harm for MGM, Account holders, or any other party.

Funding Your Account:

You may fund your account in two ways: (1) you can deposit funds into your account via a credit card, wire transfer, or PayPal ("Deposited Funds"); and (2) you can earn funds by selling ads as a publisher ("Earned Funds"). Deposited Funds will appear in your Account balance and be available for you to purchase ads and subscriptions, however, Deposited Funds may not be cashed out. Earned Funds will generally appear in your Account balance approximately seventy-two (72) hours after one of your ads has been purchased, and Earned Funds may be cashed out upon your request per the instructions given elsewhere on the Site. Please note that if your Account is inactive for a twelve-month period (i.e. you have not signed into your Account, you have not added more Deposited Funds, you have not purchased any ads, or you have not received any Earned Funds during that time), then we may deem your Account dormant and at such time your Account balance will be forfeited to MGM. MGM may, but has no obligation to, give you prior notice of any forfeiture of funds.

Limited License to Use Site:

Subject to your payment of the applicable fees and compliance with these Terms, MGM grants you a non-transferable, non-exclusive limited license to use the Site (including, if applicable, MGM's ad serving code SDK) to buy and/or sell ads, but not to make any other commercial or other use of the Site or any portion thereof.

Your license is effective until terminated as set forth in these Terms. This license will terminate if you fail to comply with any term or condition of these Terms and MGM will have no obligation to provide notice to you of such termination.

MGM reserves all rights not expressly granted herein.

Use Requirements and Restrictions:

In connection with your use of the Site or your Account, if you are a publisher or seller of mobile ads, you agree to:

  • Install and use MGM’s ad SDK in your apps at all times that you publish or sell ads through your apps;
  • Approve or deny ads in a timely fashion (If your ad zone is set to automatically approve ads, the ads will be programmed to go live on your website immediately, but you have 24 hours to notify MGM to remove the ads. If your ad zone is set to manual approval, you have up to 24 hours to approve or deny the ad, after which time MGM may approve the ad at its discretion.);
  • Accept MGM’s terms for release of statistical information (You understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent clicks, and that updates of statistics are generally released, but not guaranteed for, several times a day.);
  • Notify us via email if you wish to permanently close your Account;
  • Accept MGM’s terms for payment, cashouts, and the like, as described in the Account registration process on the Site.

In connection with your use of the MGM SDK or your Account, you must not:

  • Breach the Terms, including without limitation the Privacy Policy, or any other agreement or policy that you have agreed to with MGM;
  • Violate any applicable law, statute, ordinance, or regulation, including but not limited to those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising, and U.S. export and import laws (such as the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce);
  • Offer or disseminate fraudulent goods, services, schemes, or promotions (such as make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
  • Infringe any party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy
  • Violate any confidentiality or nondisclosure obligations you have with other parties;
  • Remove any proprietary notices from the Site;
  • Act in a manner that is defamatory, libelous, slanderous, threatening or harassing;
  • Act in a manner that victimizes harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • Provide false, inaccurate or misleading information, impersonate any person or entity, or otherwise misrepresent your affiliate with a person or entity;
  • Harvest, collect or disseminate any information about any other Site users or Account holders, including but not limited to any personal data or information, or use such information for marketing purposes unless you receive such Site user’s or Account holder’s express consent to do so;
  • Offer or otherwise make available any form of adult, sexually-oriented, or obscene content or services, including without limitation, any pornographic materials, any materials which require individuals to be 18 or older to view or purchase, any escort services, and any adult websites;
  • Offer or otherwise make available any form of gambling;
  • Use or promote any means to artificially inflate impressions and/or clicks or use deceptive implementation methods to obtain clicks, whether manual or automated, including but not limited to clicking your own ads, asking others to click ads, offering compensation to users for viewing ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads, or using robots or other automated tools;
  • Attempt to open a new Account after MGM has terminated your Account for breach of the Terms;
  • Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Site;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
  • Modify, adapt, translate, prepare derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Site and or SDK, its software or technology, or attempt to create a substitute or similar service, product or website through use of or access to the Site or technology related thereto;
  • Hack the Site and/or SDK, or attempt to defeat or overcome any security measures or encryption technology for the Site and or SDK or any related data;
  • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or use any device, software or routine to attempt to interfere with use of the Site;
  • Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
  • Take any action that may cause MGM to lose any of the services from its internet service providers, payment processors, or other suppliers.

Copyright and Trademark Notice:

The content, organization, graphics, design, compilation, and other matters related to MGM, the Site and the SDK are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, framing, use or publication by you of any such matters or any part of the Site is strictly prohibited. In addition, the entire Site is protected as a collective work under the United States and other copyright laws. The collective work includes works that are licensed to MGM and that are the property of MGM’s licensors, which are also protected by copyright and other intellectual property laws. You do not acquire ownership rights to any content or other materials viewed through the Site.

All trademarks, service marks, logos, trade names, and any other proprietary designations of MGM used herein are trademarks or registered trademarks of MGM. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.

Content of Advertisements:

All content in advertisements placed through this Site, including without limitation data, text, images, sound, video and other information and materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the party from which such Content originated. You, therefore, are solely responsible for all Content that you submit to be placed as advertising or that you upload, post, display, email, transmit or otherwise make available through the Site. MGM does not control the Content and does not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will MGM be liable in any way for any Content, including but not limited to any errors or omissions therein or any loss or damage of any kind incurred as a result of the use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness thereof.

A.

Overview.

A. TERMS APPLICABLE TO ALL USERS

1. Overview

YOUR USE OF THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THESE TERMS OF USE.

For users who are not registered with the Site, your use of the Site will be deemed to be acceptance of the Terms of Use, Section A.

For users who are registered with the Site, your use of the Site shall be subject to (i) certain designated terms (see Section B below) in addition to those terms applicable to all users and (ii) shall be further conditioned on your [clicking the "I AGREE TO THE TERMS OF USE" button at the end of these Terms of Use].

IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS SITE.

2. Changes To Terms

MobiGirlMedia.com may, at any time, for any reason and without notice, make changes to (i) this Site, including its look, feel, format, and content, as well as (ii) the products and/or services as described in this Site. Any modifications will take effect when posted to the Site. Therefore, each time you access the Site, you need to review the Terms of Use upon which access and use of this Site is conditioned. By your continuing use of the Site after changes are posted, you will be deemed to have accepted such changes.

3. Jurisdiction

The Site is directed to those individuals and entities located in the United States. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Site and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on this Site. MobiGirlMedia.com makes no representation that the information, opinions, advice or other content on the Site (collectively, "Content") is appropriate or that its products and services are available outside of the United States. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with applicable local laws.

4. Scope of Use and User E-Mail

You are only authorized to view, use, copy for your records and download small portions of the Content (including without limitation text, graphics, software, audio and video files and photos) of this Site for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact.

You may not store, modify, reproduce, transmit, reverse engineer or distribute a significant portion of the Content on this Site, or the design or layout of the Site or individual sections of it, in any form or media. The systematic retrieval of data from the Website is also prohibited.

E-mail submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing any information. Also, please consult our Privacy Policy . You agree not to submit or transmit any e-mails or materials through the Site that: (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus, worm, Trojan horse or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party's permission or (iv) otherwise violate any applicable laws. MobiGirlMedia.com shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in these Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.

The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Website without the prior written consent of MGM is strictly prohibited.

5. Copyrights and Trademarks

The materials at this Site, as well as the organization and layout of this site, are copyrighted and are protected by United States and international copyright laws and treaty provisions. You may access, download and print materials on this Website solely for your personal and non- commercial use; however, any print out of this Site, or portions of the Site, must include MobiGirlMedia.com’s copyright notice. No right, title or interest in any of the materials contained on this Site is transferred to you as a result of accessing, downloading or printing such materials. You may not copy, modify, distribute, transmit, display, reproduce, publish, license any part of this Site; create derivative works from, link to or frame in another website, use on any other website, transfer or sell any information obtained from this Site without the prior written permission of MobiGirlMedia.com.

Except as expressly provided under the "Scope of Use" Section above, you may not use, reproduce, modify, transmit, distribute, or publicly display or operate this Website without the prior written permission of MobiGirlMedia.com. You may not use a part of this Site on any other Website, without MGM’s prior written consent.

MobiGirlMedia.com respects the intellectual property rights of others and expects our Users/ users to do the same. The policy of MGM is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at info@MobiGirlMedia.com

6. Links

For your convenience, we may provide links to various other Websites that may be of interest to you and for your convenience only. However, MGM does not control or endorse such Websites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such Websites. Please read the terms and conditions or terms of use policies of any other company or website you may link to from our website. These Terms of Use policy applies only to MGM’s website and the products and services MobiGirlMedia.com offers. If you decide to access any of the third party sites linked to this Website, you do so at your own risk. MGM reserves the right to terminate any link or linking program at any time. MGM disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.

You may not link to this Website without MGM’s written permission. If you are interested in linking to this Website, please contact info@mobigirlmedia.com.

7. No Unlawful Or Prohibited Use

As a condition of your use of the Website, you warrant to MobiGirlMedia.com that you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

8. Spamming

Gathering email addresses from MGM through harvesting or automated means is prohibited. Posting or transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation to other Users is prohibited. Inquiries regarding a commercial relationship with MGM should be directed to: info@mobigirlmedia.com

9. No Warranties

THE WEBSITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON- INFRINGEMENT, ALL OF WHICH MGM EXPRESSLY DISCLAIMS. MGM DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND MGM WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE WEBSITE. MGM MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE WEBSITE AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY MGM. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. Governing Law, Location and Miscellaneous

These Terms of Use shall be governed in all respects by the laws of the State of California, USA, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law. The other provisions will not be affected by any such modification.

11. Separate Agreements

You may have other agreements with MGM. Those agreements are separate and in addition to these Terms of Use. These Terms of Use do not modify, revise or amend the terms of any other agreements you may have with MGM.

12. DMCA Copyright Policy and Copyright Agent

Mobigirlmedia.com respects the intellectual property rights of others. If you believe something on this Site has infringed your intellectual property rights, please notify our agent and provide the following information:

(i)A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii)Identification of the copyrighted work claimed to have been infringed. (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled. (iv)    Address, telephone number, and, if available, an electronic mail address where we may contact you. (v)      A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Site’s Copyright Agent can be reached at: info@mobigirlmedia.com

13. U.S. Resident

You represent that you are a United States resident.

14. No Professional Advice

The information available on the Website is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. You should not construe this as legal, accounting or other professional advice. This Website is not intended for use by minors. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON THIS WEBSITE IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE.

15. Users Disputes You are solely responsible for your interactions with other Users. MGM reserves the

right, but has no obligation, to monitor disputes between you and other Users.

16. User Submissions And Communications; Public Areas:

You acknowledge that you own, solely responsible or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify MGM or its affiliates for all claims resulting from content you supply.

If you make any submission to an area of the Website accessed or accessible by the public (“Public Area”) or if you submit any business information, idea, concept or invention to

MGM by email, you automatically represent and warrant that the owner of such content or intellectual property has expressly granted MGM a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. MGM may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, you must not submit them to the Public Areas or to MGM by email. We try to answer every email in a timely manner, but are not always able to do so.

17. Arbitration

Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any MGM confidential information and/or intellectual property rights, any controversy or claim arising out of or relating to these Terms of Use or this Website shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Los Angeles, California,  USA.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein.

18. Limitation of Liability

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. MGM SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF MGM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY MGM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU.

19. Indemnity

You agree to defend, indemnify, and hold MobiGirlMedia.com, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms of Use.

B. ADDITIONAL TERMS APPLICABLE ONLY TO REGISTERED USERS

Contact us: If you would like to request additional information regarding these Terms of Use, please contact us at info@mobigirlmedia.com.

20. Accounts And Security

MGM does not warrant that the functions contained in the service provided by the Website will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components.

As part of the registration process, each user will select a password (“Password”) and Login Name (“Login Name”). You shall provide MGM with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Terms of Use, which may result in immediate termination of your Account.

You may not:

(a) select or use a Login Name of another person with the intent to impersonate that person;

(b) use a name subject to the rights of any other person without authorization;

(c) use a Login Name that Website, in its sole discretion, deems inappropriate or offensive.

You shall notify MGM of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password.

Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at MGM’s sole discretion, and you may be reported to appropriate law- enforcement agencies.