Effective Date: May 15, 2019
Bid Glass is an advertising platform (“bid.glass”, “Bid Glass”, “Platform”, “we”, “our”, “us”) for three audiences: site owners who sell advertising space on their websites via the Platform (“Publishers”), advertisers who buy advertising placements via the Platform, and visitors to Publisher websites shown advertisements via the Platform. The Platform home page web address is https://bid.glass.
These Terms for Self-Service Advertising (“Terms” or “Advertiser Agreement”) govern the access and use by you, individually and on behalf of the applicable entity identified in your registration form (“Advertiser”, “you” or “your”), of the Platform through the self-service bidding interface. By creating an account on the Platform, clicking to accept or agree to these Terms, and/or placing advertising on a Publisher website via the self-service bidding interface, you expressly indicate your agreement of these Terms as an Advertiser.
The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Bid Glass, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Platform for your individual use only. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Bid Glass. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
To Advertisers, Bid Glass provides a means of advertising directly on Publisher websites via our self-service bidding interface. In order to place advertising on a Publisher website you must:
By submitting Advertisements to the Platform, you authorize Bid Glass to place your Advertisements on the Publisher websites on which you have chosen to run Campaigns.
While Bid Glass cooperates with Publishers to establish an accurate content rating for Publisher websites, it is your responsibility to ensure the content of Publisher websites on which you choose to advertise is suitable and appropriate for your Advertisements. We will make commercially reasonable efforts to require that Publishers use appropriate content ratings to describe their content but we make no guarantees or representations about Publisher content.
Publishers may at their sole discretion and at any time modify the placement and fill rate, or outright remove, any of their listed Ad Units. Additionally, Publishers retain the right to approve or reject any Creatives submitted for advertising on their website(s), and at their own pace.
You are responsible for all fees accrued by Advertisements placed by you on the Platform (“Advertising Fees”). Advertising Fees are calculated and accrued by the number of impressions served multiplied by the effective bid of your Campaign at the time each impression was served. The effective bid of your Campaign is calculated based on a “second-price” auction of all active Campaigns running on the targeted Ad Unit at the time of serving, and is calculated as follows:
Advertising impressions are distributed to Campaigns based on the estimated traffic of the Ad Unit and the budgets and bid rates of Campaigns. It is possible to be effectively outbid by other Campaign(s), as available impressions are allotted to the highest bidding Campaigns first. If your Campaign is outbid, your Advertisements will not display and you will not be charged.
You are liable for all Advertising Fees accrued by you on the Platform and agree to allow us to periodically charge any and all payment sources you have entered into the Platform. While your Campaign(s) are active, and as your Advertisement(s) are displayed, you will accrue Advertising Fees. You will be charged whenever your accrued Advertising Fees exceed your current charge threshold, usually once per day but sometimes more, or after 20 days of non-payment if you owe a balance. By way of example, if your current charge threshold is $500 and you accrue $750 in Advertising Fees on a given day, we will charge you $500 on that day and the remaining balance of $250 will be applied toward your next charge once you reach the charge threshold again. Your initial charge threshold will be listed on the Platform but we may increase or decrease it at our sole discretion based on your usage of the Platform and your payment history.
You represent that when adding payment sources to the Platform, you have the legal authority to grant us permission to charge said payment sources on your behalf for Advertising Fees accrued by you. Furthermore, you agree to maintain actively billable payment sources on the Platform while having actively running Campaigns on the Platform and/or while maintaining an owed balance. You may remove up to all but one payment source from the Platform whilst having actively running Campaigns on the Platform. You may remove all your payment sources from the Platform by first pausing or otherwise ending all your Campaigns and immediately paying any remaining balance owed for your Advertising Fees. Bid Glass, in its sole discretion, may increase, modify, or revoke any credit extended to you at any time.
Advertising Fees may include applicable taxes. You are responsible for paying all taxes and government charges applicable to the Advertising Fees.
In the event that Bid Glass does not receive payment of any Advertising Fees within 60 days of being due, interest shall accrue at the rate of one and half percent (1.5%) per month (or the maximum rate allowed by law) and Bid Glass reserves the right, in addition to any other rights and in its sole discretion, to suspend or terminate your access to the Platform. In addition, you shall reimburse Bid Glass for its costs of collection including, without limitation, attorneys’ fees and expenses and any costs associated with declined credit or debit cards.
Your Campaigns can be modified or cancelled through the bid.glass website by going to https://bid.glass/advertise/campaigns/ and locating the Campaign you wish to modify or cancel. To pause the Campaign, click the switch until it is in the “off” position, indicated by a gray background and the switch positioned to the left. Paused Campaigns will be promptly disabled, barring a short delay usually within seconds but no longer than a few minutes, and will not accrue impressions or Advertising Fees once disabled. Campaigns can be unpaused by clicking the switch until it is in the “on” position, indicated by a blue background and the switch positioned to the right. To modify your bid, budget, start and/or end date, Creatives, etc. click the “edit” icon indicated by a pencil graphic, and you will be brought to the Edit Campaign interface, structured nearly identically to the Create Campaign interface. In order to save your changes, you must click “Review Changes” to bring up the Review Campaign window, and then “Save Changes” to confirm your changes.
Your Campaigns can also be modified or cancelled by contacting us at https://bidglass.freshdesk.com/support/tickets/new and requesting a modification or cancellation. Please be aware that if you choose this method we will need to be able to confirm your identity and ownership of your account in order to make changes on your behalf, and changes requested via this method may take several business days to enact. You will be responsible for any Advertising Fees that accrue during this period.
In its sole discretion, Bid Glass may reject, modify, or remove a specific Advertisement, Campaign, or Creative at any time.
You agree to only submit Advertisements to Publisher websites that could be reasonably expected to match the tone of and/or be suitable/appropriate alongside the content on said websites. For example, you may not submit adult -oriented Advertisements to a non-adult-oriented Publisher website. Furthermore, you agree not to upload Advertisements that in any way violate any applicable laws or contracts, the former without restriction and the latter implying you have knowledge of or participation in said contracts.
We have the right to:
However, we do not undertake to review all material, including, but not limited to Advertisements, before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
You agree not to and not to authorize or permit any third party to:
You shall be responsible for ensuring that you and your authorized users comply with the following Rules of Conduct for Advertisers at all times while using the Platform. You:
Bid Glass may terminate or cancel any and all Advertisements placed on the Platform by you at any time, with or without notice. Furthermore, Bid Glass may disable and/or delete your account, including but not limited to all account information and Advertisements uploaded to the Platform at any time, with or without notice. If Bid Glass does terminate your Advertisements or account, you will remain liable for all Advertising Fees incurred by your use of the Platform up to the time of their/its termination.
You may request the deactivation of your account and all associated Advertisements placed on the Platform by providing at least 14 days written notice via the following web address: https://bidglass.freshdesk.com/support/tickets/new. If your account is deactivated in this way, you will remain liable for all Advertising Fees incurred by your use of the Platform until its deactivation. In the meantime, you may cancel your Campaigns as described in section 4, “Modification or Cancellation of Campaign”. You acknowledge that in the event of deactivation we may retain information relating to your Campaigns, Advertisements and usage of the Platform for reporting, payment, accounting and other record-keeping purposes.
You represent and warrant that you have full power and authority to accept these legally binding Terms under applicable law and that you have and grant to Bid Glass the rights, licenses and/or clearances to use any and all content that you provide to Bid Glass, including, but not limited to, content contained in your Advertisements.
The placement of Advertisements on the Platform does not come with a guarantee of performance or delivery.
YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BID GLASS NOR ANY PERSON ASSOCIATED WITH BID GLASS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER BID GLASS NOR ANYONE ASSOCIATED WITH BID GLASS REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF BID GLASS OR ITS PARTNERS MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BID GLASS AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY YOU ARISING OUT YOUR ACCESS TO, USE OF, OR INABILITY TO USE, THE PLATFORM, OR ANY OTHER CLAIMS ARISING UNDER THESE TERMS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BID GLASS NOR ITS PARTNERS MAY BE HELD LIABLE UNDER THESE TERMS FOR MORE THAN THE AMOUNT PAID BY YOU TO BID GLASS UNDER THESE TERMS DURING THE 60 DAYS BEFORE THE EVENT GIVING RISE TO LIABILITY.
You will defend, indemnify, and hold Bid Glass and each of its affiliates, licensors and service providers and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, representatives, successors and assigns harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, in connection with any claim or demand arising from, related to, or in connection with (a) your breach or violation of these Terms; (b) your use of the Platform, including, the content, subject matter, or placement of any advertisement or any advertising materials hosted on the Platform at your request; (c) your violation of any applicable federal, state or local law or regulation.
You hereby irrevocably release Bid Glass and each of its affiliates and representatives from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses that are in any way relating to any Publisher’s website, including without limitation the nature or quality of any products, services or content on such Publisher’s website.
Bid Glass may change or update these Terms from time to time in its sole discretion without prior notices, except that we will notify you of any material changes to the Terms, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. If you create or modify a Campaign after changes to the Terms go into effect, you consent to being bound by the revised Terms. Except for modifications to these Terms by Bid Glass under this Section, any amendment to these Terms must be agreed to in writing by both parties and expressly state that it is amending these Terms.
You agree to comply with all applicable laws regarding the transmission of technical data exported from the jurisdiction in which you and/or your business entity is domiciled.
Except as otherwise expressly provided in the Terms, there shall be no third-party beneficiaries to the Terms.
Bid Glass may provide you with notices, including those regarding changes to the Terms, by email, regular mail (to the addresses in your account), or postings in your account interface on the Platform. Notices are deemed received when sent (for email) or no more than five days after having been posted (for messages in your account interface).
Neither party shall be liable for any failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
The Terms shall be binding upon and shall inure to the benefit of you and Bid Glass and its respective successors and permitted assigns. The Terms may not be assigned by you, in whole or in part, without the prior written consent of Bid Glass. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
Neither party shall be liable for any delay (except for obligations to pay all Fees and other payments hereunder) or other failure of performance caused by reasonably unforeseeable factors beyond its control, including without limitation strikes, riots, insurrection, labor shortage, earthquake, hurricane, epidemic, war, acts of terrorism, fire, acts of God, or governmental acts or regulation.
The parties are independent contractors, and nothing in the Agreement or the performance of the Advertising Services shall be considered to create a partnership, joint venture or similar relationship between the Parties.
The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Each party agrees that any dispute shall be brought exclusively in the state or federal courts sitting within the judiciary district of the United States District Court in the Eastern District of Pennsylvania, Philadelphia County, and that it will submit to the jurisdiction of the state or federal courts therein, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
All demands, notices and communications required or permitted under the Terms shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified, (b) upon sending if by email (with confirmation), if sent during normal business hours and, if not, then on the next business day, (c) three (3) days after mailing, if sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after dispatch, if sent by a nationally recognized overnight courier, with respect to Bid Glass, address to Bid Glass LLC, 16192 Coastal Hwy, Lewes, DE 19958; and with respect to you, to the address you provided while registering your account.
If any provision of the Terms (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby. The headings in the Terms are intended for convenience of reference and shall not affect its interpretation. The Terms and any incorporated documents or amendments contain the entire agreement of the parties with respect to its subject matter and supersede all existing agreements and all other oral, written or other communications between them concerning its subject matter. Neither party’s failure to enforce strict performance of any provision of the Terms will constitute a waiver of a right to subsequently enforce such a provision. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of the Terms. The Terms may be amended by the parties, provided that no amendment, modification or waiver of the Terms shall be valid unless made in writing and signed by an authorized representative of the party to be charged.
Any rights not expressly granted by the Terms are reserved to Bid Glass.