Last Revised: September 29, 2014

(1) Acceptance of Terms

(1.1) AdLast, Inc. (dba URX) (“URX”) provides its Service (as defined below) to you through its website located at https://www.urx.com (the “Site”), subject to this Terms of Service agreement (“TOS”). In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://www.urx.com/privacy-policy. All such terms are hereby incorporated by reference into this TOS. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

(1.2) URX may change this TOS from time to time. If we do this, we will post the changes to this TOS on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS.

(1.3) As part of the registration process, you will identify an administrative user name and password for your account (“Account”). You may use the administrative user name and password to create standard users (each with a user password).

(2) Description of Service. The “Service” is designed to provide you with a platform to link to mobile application content directly using deep link URLs (“Deeplinks”) and ways to analyze, optimize and manage performance marketing for your mobile applications, by use of an SDK integration (the “URX Advertiser Tracking SDK”, as further described below). The Service includes such services and related technologies, as well as any software (including without limitation, the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.

(3) General Conditions/ Access and Use of the Service.

(3.1) Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to URX. You shall not (a) display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share or otherwise make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices URX provides you or publishes in connection with the Service, and you shall promptly notify URX if you learn of a security breach related to the Service. You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account. URX reserves the right to access your Account in order to respond to your requests for technical support.

(3.2) Any software that may be made available by URX in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, URX hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of the Software solely in connection with the Service. URX also hereby grants you, where applicable, a non-transferable, non-sublicensable and non-exclusive right and license to store, distribute and transmit, solely as necessary to use the Services pursuant to this TOS, any software agent included with the URX Advertiser Tracking SDK, which is used to provide URX with information about your End Users’ interactions with your mobile applications (the “Agent”), in object code form within mobile applications you own and control. You shall not (and shall not allow any third party to) create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of any Software. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. For clarity, your use of URX’s application programming interface (API) would be subject to a separate, API License Agreement between URX and you.

(3.3) You agree not to access the Service by any means other than through the interface that is provided by URX for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of URX or any third party is granted to you in connection with the Service.

(3.4) You are solely responsible for all software, videos, audio, data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, publish, provide or otherwise Deeplink or otherwise link to, transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). By posting Your Content on or through the Service, you hereby do and shall grant URX a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. URX does not guarantee that Your Content will be made available through the Service. Further, URX has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that URX may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all.

(3.5) You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to URX’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. URX will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

(3.6) The failure of URX to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and URX, even though it is electronic and is not physically signed by you and URX, and it governs your use of the Service and takes the place of any prior agreements between you and URX. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS remain in full force and effect.

(3.7) URX reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on URX’s website and in other communication with existing or potential URX customers. To decline URX this right you need to email support@urx.com stating that you do not wish to be used as a reference.

(4) External Content.

(4.1) The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. URX has no control over such sites and resources and URX is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that URX will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that URX is not liable for any loss or claim that you may have against any such third party.

(4.2) URX respects copyright law and expects you to do the same. It is URX’s policy to terminate in appropriate circumstances the Accounts of users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see URX’s Copyright Policy at https://www.urx.com/copyright-policy, for further information.

(5) No Relationship with Your End Users. Those who use your products and applications, or on whose computer platform you install any URX software, or with whom you perform any other transaction involving the Services (collectively, “your End Users”) shall not be deemed to be the customers of URX. URX has no liability or responsibility to review, endorse, police or enforce any such relationship(s) between you and your End Users or any other third-party. URX shall have no obligation to resolve any dispute between you and your End Users or any other third-party.

(6) Privacy.

(6.1) At URX, we respect your privacy and the privacy of your End Users. For details, please see our Privacy Policy. By using the Services, you consent to our collection and use of personal data as outlined therein.

(6.2) You agree herein to refrain from using the Services to independently collect any personally identifiable information about any internet user (including without limitation your End Users). Further, you agree to provide a privacy agreement on your website, or such that is otherwise available to internet users, in which conspicuous written notice is given to internet users of their ability to opt-out of the Services by following the opt-out directions in our Privacy Policy.

(7) Payment.

You acknowledge that URX reserves the right to charge for any portion of the Service in the future. If any fees are applicable, you agree to pay all fees when due in accordance with the terms set forth in this TOS.

(8) Representations and Warranties.

You represent and warrant to URX that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow URX to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and URX’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

(9) Termination.

You have the right to terminate your Account at any time in accordance with the procedures set forth on the Site. URX reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your Account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if URX believes that you have violated this TOS. URX shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. URX will use good faith efforts to contact you to warn you prior to suspension or termination of your Account by URX. All of Your Content on the Service (if any) may be permanently deleted by URX upon any termination of your Account in its sole discretion. If URX terminates your Account without cause and you have signed up for a fee-bearing service, URX will refund the pro-rated, unearned portion of any amount that you have prepaid to URX for such Service. However, all accrued rights to payment and the terms of Sections 5, 7-13, and 15-16 shall survive termination of this TOS.

(10) DISCLAIMER OF WARRANTIES.

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND URX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT URX DOES NOT WARRANT THAT THE SERVICE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BY OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM URX OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS. FURTHER, URX IS NOT RESPONSIBLE FOR ANY LOSS OF TRAFFIC IF YOU CHOOSE TO PROVIDE YOUR CONTENT THROUGH THE SERVICE.

(11) LIMITATION OF LIABILITY.

(11.1) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL URX BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

(11.2) Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, URX’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

(12) Indemnification and Release.

You shall defend, indemnify, and hold harmless URX from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. URX shall provide notice to you of any such claim, suit or demand. URX reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting URX’s defense of such matter. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

(13) Arbitration.

At URX’s or your election, all disputes, claims, or controversies arising out of or relating to this TOS or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this TOS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in this TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

(14) Assignment.

You may not assign this TOS without the prior written consent of URX, but URX may assign or transfer this TOS, in whole or in part, without restriction.

(15) Governing Law.

This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by URX in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within San Francisco County, California for the purpose of resolving any dispute relating to your access to or use of the Service not subject to arbitration, as set forth above. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

(16) Miscellaneous.

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, [together with any Order Form,] is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind URX in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.