Terms & Conditions

TERMS AND CONDITIONS

UPDATED ON: 6.30.2021

The parties are:

Mobiquity Networks Inc. (t/a Mobiquity), a company incorporated in New York with headquarters at 35 Torrington Lane, Shoreham NY referred to as “We” or “Us” or “Our”, and
the party submitting an application to become a user of Mobiquity (Section 1), further referred to as“You” or “Your”.

These terms and conditions (“Terms”) govern Your participation in and/or use of Mobiquity (Section 1) that We provide to You. You agree to be bound by these Terms. The Terms are effective as at the date You register as a user of Mobiquity or MobieExchange.

Description of Mobiquity
1. Mobiquity and MobieExchange are is a proprietary web application software for creating and managing online advertising campaigns with third party advertising networks. Mobiquity is hosted on Our servers and is made available to You through Our website at www.Mobiquitynetworks.com or www.Mobieexchange.com .
2. All mentions of "Mobiquity" in these terms refer to both Mobiquitynetworks.com and Mobieexchange.com, the proprietary web application software.
Access
1. We grant You a non-exclusive, non-assignable and non-transferable right during the Term to use Mobiquity in accordance with the Terms set forth herein.
2. Access to Mobiquity requires logging in using Your credentials which You will create at the time of registration. You are solely responsible for Your use of Mobiquity. You shall not permit any third party to use or gain access to Mobiquity and shall use all reasonable security measures to protect against such unauthorised usage and/or access.
3. You are solely responsible for the use of Mobiquity by any of Your employees, agents or any other person, whether authorised or otherwise. We shall not access Your account for purposes other than in the course of general administration and maintenance or to provide support.
Your Responsibilities
1. You shall provide Us with true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up-to-date. You, not Us, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data (as defined in clause 3(6) below), and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
2. When an individual, You represent and warrant that You are at least 18 years of age and have full capacity to perform acts in law.
3. When a company or corporate entity, You represent and warrant that Your company or corporate entity is properly incorporated or properly able to perform acts in law.
4. When acting on behalf of another party (whether they be an individual or a company), You represent and warrant that You have full legal authority to enter into a contract with Us on behalf of that party.
5. When You provide your personal data and/or the data of any third party for which You are acting on behalf of, you authorise Us to process that data as required to fulfil Our responsibilities as provided by Mobiquity and any other services to You.
6. We do not own any keyword data, information, performance data, paid search campaigns or material that You submit to Us in the course of Us providing the Service to You (collectively called “Customer Data”).
7. You hereby grant Us a worldwide, royalty-free, non-exclusive right during the Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Services to you; and (ii) storing or hosting the Customer Data in a remote database or on Mobiquitynetworks.com or on www.mobieexchange.com website for access by You.
8. We are a controller of personal data. You have the right to access Your personal data as processed by Us and to request that, from time to time, such data be amended or deleted in accordance with the Mobiquity privacy policy. If You are an Agency client (as defined in clause 3(9) below, We are a data processor of Your Customer Data.
9. You shall not access, or attempt to access, Mobiquity by any means other than through Our website.
10. You shall not attempt to obstruct, disrupt or interfere with the operations of Mobiquity or any other products or services offered by Us.
11. You shall not attempt to gain unauthorised access to accounts not registered to You, or to any servers, systems or networks which are connected, owned or operated by Us.
12. You shall not obtain or attempt to obtain:
  1. any information from Mobiquity, including without limitation: email addresses, telephone numbers, names, addresses or other personal information of other account holders, or other software data.
  2. intercept, examine or otherwise observe any communications used by Mobiquity, Our website, servers and/or other services.
  3. use any software that is designed to provide means of unauthorised access to, or distort, delete, damage or disassemble Mobiquity, Our website, servers and/or other services.
13. You shall not use Mobiquity for any illegal, obscene, offensive or immoral purpose.
14. You shall ensure that all materials provided by You are free from viruses, worms, Trojan horses and other malicious code.
Intellectual Property
1. You shall not rent, lease, sublicense, distribute, transfer, copy or modify Mobiquity.
2. You shall not adapt Mobiquity in any way or use it to create a derivative work.
3. You shall not translate, decompile, or create or attempt to create, by way of reverse engineering or otherwise, the source code of Mobiquity.
4. You shall not use Mobiquity in any manner, or in connection with any content, data, hardware, software or other materials, that:
  1. infringes upon or violates any patent, copyright, trade secret, trademark or other intellectual property right of any third party.
  2. constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or is threatening, harassing or malicious.
  3. constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity, whether a real identity or otherwise.
  4. violates any applicable laws, ordinance, rule, regulation or treaty.
Service
1. We reserve the right to modify Mobiquity without notice and without liability.
2. We have no obligation to review Your use of Mobiquity. We do not control, nor are We to be held responsible for, Your use of Mobiquity or any other content that You send or receive through Mobiquity.
Proprietary Rights
1. All algorithms, methods of computation and data processed by Mobiquity to measure account performance or any other data of statistical nature necessary for the proper functioning of Mobiquity or a feature thereof (“Processed Data”), are and shall remain Our sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. We reserve all rights not expressly granted to You herein.
2. Your materials (i.e. campaigns, adverts, imagery, etc.) are and shall remain Your sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.
Support
1. We shall not be obligated to provide You with any support, but We may elect to do so at Our sole discretion. In the event, technical support shall be provided in English based on the agreed plan chosen by You, and refers to the working days Monday through Friday, from 09:00 to 17:00 Eastern Standard Time.
Confidentiality
1. You agree that Mobiquity and the Processed Data are Our confidential and/or trade secret information (“Confidential Information”). You shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. You agree to secure and protect the Confidential Information in a manner consistent with the maintenance of Our rights therein. You shall use Your best efforts to assist Us in identifying and preventing any unauthorised access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, You shall advise Us immediately in the event that You learn or have reason to believe that any person to whom You have given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any of Our proprietary rights. You will, at Your expense, cooperate with Us in seeking injunctive or other equitable relief in the name of You orUs against any such person. You agree to maintain the confidentiality of the Confidential Information using at least as great a degree of care as You use to maintain the confidentiality of Your own confidential information, and in no event less than a reasonable degree of care. You acknowledge that the disclosure of any aspect of theConfidential Information or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Us inadequately compensable in damages to law, and We are entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, We may immediately terminate Your account and all license rights granted herein, in the event You breach any of Your confidentiality obligations.
Indenification
1. You shall indemnify, defend, and hold Us harmless from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Us, known or unknown, contingent or otherwise, directly or indirectly arising from Your breach of any term or provision of these Terms or any way related to Your use of Mobiquity, including but not limited to any claim that Your website is owned by someone other than You or that the website infringes on the intellectual property rights of a third party. We shall notify You of any such claim and shall cooperate with You, at Your expense, in defending or settling such claim. You may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Our rights without Our prior written consent. We may join in defence with counsel of Our choosing at Our own expense. If You do not assume the defence of any such claim within thirty (30) days after the date that notice of such a claim is given, We may defend against such claim in such manner as it may deem appropriate at Your expense, including, without limitation, settling such claim, after giving notice of the same to You.
Disclaimer of Warranty
1. WE, OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, USERS AND AGENTS (COLLECTIVELY “THE MOBIQUITY PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING CLIENTS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE MOBIQUITY PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF MOBIQUITY OR PERFORMANCE OF THE USER WEBSITES REMAINS WITH THE USER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MOBIQUITY PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF MOBIQUITY, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH THE PLATFORM, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF MOBIQUITY. THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MOBIQUITY PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE MOBIQUITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF THE MOBIQUITY PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
Term
1. These Terms are effective as long as You are a registered user of Mobiquity. We will provide the services to You on a month-to-month basis.
Termination
1. Either You or Us (“Party”) may terminate this agreement at any time by providing notice to the other Party. Regardless of the circumstances such termination shall not give rise to liability.
2. In the event of any termination, You shall not be entitled to any refunds of any fees or Subscriptions. Any outstanding balance for Your use of Mobiquity rendered through the date of termination, and any other unpaid payment obligations incurred during the remainder of the billing period, shall be immediately due and payable in full. All data, files, or other information stored in Your account shall no longer be available to You.
3. The termination of this agreement shall automatically, and without further action by Us, terminate and extinguish Your right to use Mobiquity.
4. You agree that We have the right to delete all data, files, or other information that is stored in Your account subsequent to termination. You agree that We may retain any Processed Data (defined in section 8) relating to Your use of Mobiquity, except for personal data. Such data shall be used only to improve Mobiquity and the quality of service.
5. We may suspend or terminate Your access to Mobiquity at any time, without advance notice, for any reason that We find valid in Our sole discretion, until cured, including but not limited to where We believe that:
  1. You are or have previously been, in any way, in breach of the Terms. You are or have previously been conducting activities that do not fully comply with all applicable local, State, national and foreign laws, rules and regulations.
  2. You are or have previously been late with any payment for the usage of Mobiquity.
  3. You are or have previously been involved in the misuse of system resources, including without limitation, the employing of programs or techniques that consume excessive network capacity, CPU cycles, disk I/O or place excessive demand on any other resource, whether intentional or otherwise.
6. If Your account is terminated in this way you shall not be entitled to any refunds for active Subscriptions for the active billing period.
Modifications
1. We may, from time to time, modify the Terms or billing plans. We will post notice of modifications hereto at Our website. Changes will not apply retroactively and will become effective immediately after they are posted. Modifications to billing plans will come into force at the beginning of the next billing period.
2. All amendments or modifications will be binding if You continue to use Mobiquity after modifications to these Terms come into force.
Payments
1. Pricing is based on Your chosen options, and reflects the offering shown on Our website at the time You entered into this agreement.
2. You shall be prompted to make payment information prior to the launch of a campaign before the account can be used.
3. If the payment cannot be charged to Your payment method, We may suspend or terminate Your account and You shall be responsible for all reasonable expenses incurred by Us in collecting due amounts plus interest. We may refer any overdue accounts on to a debt collection agency.
4. We reserve the right to change Our payment policies at any time and at Our sole discretion.
5. We may, at our sole discretion, upgrade or downgrade Your billing plan. We will make reasonable efforts to inform You of any changes not less than seven (7) calendar days in advance of any such change taking effect.
6. Any and all references to Your billing period, monthly price plan, billing amount or monies paid by You to Us shall be deemed to include only the monies collected directly from You by Us and excludes any other fees paid by You in the course of advertising online, including but not limited to, fees paid or costs incurred by Your use of a third party advertising network.
7. Any payments made are final and non-refundable. We cannot offer any refunds for payments made for Mobiquity. This includes us not being able to provide refunds for:
  1. Changes of mind after submitting payment
  2. A lack of satisfaction with quality of advertising quality
  3. Forgetting to cancel the service before a new billing period If you have any other concerns regarding billing, please do not hesitate to contact us at finance@mobiquitynetworks.com
General
1. You shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Us. You shall reimburse Us for the amount of any such taxes or duties paid or accrued directly by Us as a result of this transaction.
2. All agreements between You and Us shall be governed by, and construed in accordance with, the laws of the State of New York in the United Sates of America, except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
3. Any litigation based hereon, or arising out of, under, or in connection with these Terms (and all agreements between You and Us), shall be brought and maintained exclusively in the competent courts in New York State. The Parties hereto hereby expressly and irrevocably submit to the jurisdiction of the abovementioned courts for the purpose of any such litigation as set forth above. In addition, each Party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The Parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
4. Each of the Parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.
5. These Terms are made solely for the benefit of You and Us and Your/Our respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms.
6. You may not assign any of Your rights or delegate any of Your duties under these Terms without Our prior written consent. Despite such consent, no assignment shall release the assignor of any of its obligations or alter any of its primary obligations to be performed under these Terms.
7. Except as otherwise expressly provided in these Terms, these Terms shall bind and ensure to the benefit of the successors, assigns, heirs, executors and administrators of You or Us.
8. The relationship of You and Us established by these Terms is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.
9. Neither Party shall be deemed in default of these Terms to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party.
10. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No failure or delay by Us in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
11. Except as may be set forth in a written agreement signed between You and Us, these Terms constitute the final, complete, and exclusive statement of the terms of the use of Mobiquity between the Parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
12. If any provision of these Terms is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision.
13. If We prevail in any action, suit, or proceeding arising from or based upon these Terms, We shall be entitled to recover from You, Our reasonable fees in connection therewith in addition to the costs of such action, suit, or proceeding.
14. The headings in these Terms are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms nor affect any of the rights or obligations of the Parties these Terms.
15. Any notice, communication or statement relating to these Terms shall be in writing and deemed effective:
  1. upon delivery when delivered in person.
  2. upon transmission when delivered by verified facsimile or other confirmed electronic transmission.
  3. when delivered by certified mail or postage prepaid to the address of the respective Party as indicated herein. Copies of all notices shall be sent to Mobiquity Networks Inc, 35 Torrington Lane, Shoreham NY 11786, USA.
16. Each Party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms. These Terms shall not be construed against either Party by reason of its drafting.
17. Please see Our separate Privacy Policy in relation to how We collect and use Your information, which will become binding on you as at the date You register as a user of Mobiquity.
18. Any complaints that arise from these Terms or use of Mobiquity can be directed to info@mobqiuitynetworks.com. All complaints will be handled within a reasonable timeframe.
19. AUDINCE BUILDER DATA
  1. You, certify that you will use any data made accessible to you by utilizing the Mobiquity Networks Audience Builder, in conformance with all applicable federal, state and local laws whether statutory, regulatory or common law governing either registered voter or commercial consumer data. You represent and warrant that you have informed yourself of all such applicable laws and will use the data provided only in conformity therewith. You further acknowledge your awareness of special rules for the use of cell phone numbers as governed by the Telephone Consumer Protection Act promulgated by the Federal Communications Commission. You represent and warrant that no data will be used for immoral or illegal purposes or for assessing creditworthiness, employment opportunities, insurance claims, eligibility for a license or other benefit granted by governmental authority or for soliciting survivors of deceased persons. You further agrees not to use the data to a) harass, intimidate or threaten others, b) to impersonate any person or entity or to violate the privacy of individuals in the data, c) to use the data in communications featuring graphic violence, d) to use the data for the purposes of intentional voter suppression, or e) to use the data to make appeals to voters based on racism, sexism, religious intolerance or any other form of unlawful discrimination. Mobiquity provides no warranty, express or implied, as to the accuracy, reliability, utility or completeness of such information. The data are provided on an "AS IS" basis. All warranties of any kind, express or implied, including but not limited to the IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, freedom from contamination by computer viruses and non-infringement of proprietary rights ARE DISCLAIMED. You should be aware that voter and consumer data can quickly become outdated. You assume all responsibility and risk for your use of the data provided herein. You shall defend, indemnify, and hold harmless, Mobiquity and its affiliates and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees and court costs, arising out of any use by you of the data supplied herein.