The Basics

The dataxu 97% Fraud-Free Guarantee is a program which provides a billing credit for customers who experience a fraud rate over and above 3% (the “Program”). If the fraud rate exceeds 3% in a billing cycle dataxu will automatically provide a billing credit for dataxu Fees (defined below) associated with fraudulent media over and above 3%.

To be clear, dataxu cannot promise 97% fraud-free impressions at all times. Because third parties control the supply chain, dataxu promises that if the fraud rate exceeds 3% a billing credit will be applied. Our customers are guaranteed not to pay for fraudulent impressions exceeding 3% and as a result, the experience is 97% fraud free.

Eligibility

Customers may be eligible if during a billing cycle the fraud rate based on the advertiser’s display,mobile and video impression volume purchased through dataxu’s TouchPoint™ platform exceeds 3%. dataxu will utilize a third party measurement supplier (“Measurement Technology”) for fraud rate measurement. No other measurements will be accepted or utilized to determine fraud rates and/or billing credits. For purposes of clarity, the Measurement Technology is used to analyze a statistically significant sample size based on the total impression volume run through TouchPoint™ and the Measurement Technology will not be utilized with respect to fraud measurement on Facebook nor for any advertising inventory procured without the use of dataxu’s media exchange seat. Customers may opt to purchase enhanced fraud monitoring services and reporting, which can be provided by dataxu through the Measurement Technology.

Billing Credits

Customers who have a Master Services Agreement or otherwise transparent pricing arrangements with dataxu will receive a billing credit of 100% of the dataxu technology and managed service fees (“dataxu Fees”) associated with the fraudulent impressions over and above a 3% fraud rate (“Fraud Overage”).

Customers who do not have a Master Services Agreement with dataxu will receive an Effective Billing Credit of 15%. The Effective Billing Credit is determined as follows:

Fraud Overage x billing cycle pre-credit invoiced amount x15%.

dataxu will not provide de minimis billing credits. De minimis billing credits are credits equal to $100 or less.

Recovery from Suppliers

dataxu will attempt to recover from its suppliers the media costs associated with fraudulent impressions, but cannot guarantee the success of such recovery. In the event of a recovery, dataxu will provide additional billing credits to customers based on amounts recovered less expenses of collection. Billing credits will be distributed pro rata to customers who experienced a Fraud Overage on media purchased from the particular exchange providing the refund.

General Terms

All decisions about billing credits will be made in dataxu’s sole and absolute discretion. Void where prohibited by law.

dataxu reserves the right to modify or cancel the Program or these Terms and Conditions. Notice may be provided in dataxu’s sole discretion and as required by applicable law. Any modification will be effective upon posting of modified Terms and Conditions on the dataxu Web Site and in TouchPoint™. Any cancellation will be effective upon removal of references to the Program from the dataxu Web Site and TouchPoint™ platform.

dataxu acknowledges that certain laws imply terms, conditions, or warranties into contracts that cannot be excluded. Except as provided in any applicable law which cannot lawfully be excluded or modified by agreement, dataxu and any of their officers, employees, or agents are not liable for any loss or claim of any kind (including, without limitation, consequential or economic loss or loss of profits) with respect to the breach of any of these Terms and Conditions by any person, or for any death or injury or consequential loss or damage arising from the Program.

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. In the event of a dispute involving the Program, which cannot be resolved within thirty (30) days’ written notice of such, either party may make a written demand for mediation. Within thirty (30) days after such written notification, the parties shall meet for one day with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the parties. If the dispute is not resolved by mediation, the dispute shall be settled by binding arbitration conducted in accordance with the JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, by a single arbitrator, in Boston, Massachusetts. The arbitrator shall be selected as provided in the Streamlined Arbitration Rules and Procedure. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of any sort. The arbitrator shall have no power to award damages inconsistent with these Terms and Conditions. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall bind the parties, and judgment on the arbitrator’s award may be entered in any court having jurisdiction. Each party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the parties.

If part or all of any clause of these Terms and Conditions is illegal, invalid or unenforceable then it will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable, but if that is not possible, it will be severed from these Terms and Conditions and the remaining provisions of these Terms and Conditions will continue to have full force and effect. These Terms & Conditions govern your participation in the Program. By participating, you agree to be bound by these Terms & Conditions.