Thank you for choosing our services for your online advertising needs. By choosing to use our services, you are agreeing to the following terms. Since these terms impose certain legal obligations on you, it is important that you read them carefully.

"Services", as used in this agreement, includes all services that IQM makes available to you, including but not limited to the IQM RTB platform and the IQM Ad Server.

Subject to the timely payment of all required fees, IQM grants you a limited, revocable, non-exclusive, non-assignable right to use:

• Search for, bid on and purchase ad inventory
• Create banner ads using our Ad Server
• Store and catalogue your display ads
• Serve ads (and related links) using our built-in ad server
• Track the results of your various campaigns

• Store and catalogue your display ads
• Serve ads (and related links)
• track the results of your various campaigns
• Strictly subject to, and in accordance with, this agreement.

IQM does not grant you any express or implied right or license (such as any right or license under any patents, trademarks, copyrights, or other proprietary or intellectual property rights) other than those expressly set forth in this agreement. IQM (or its affiliated companies or licensors, as the case may be) retains all rights in and to the Services, including any enhancements. You have no rights in or to the Services beyond the limited right of access and use contemplated in this agreement.

You are prohibited from using the Services in any manner not expressly permitted under this agreement. For example, you are not permitted to:

• Access the Services using an anonymizing proxy
• Use a credit card to fund your account or pay fees without the authorization of the credit card holder
• Gain, or attempt to gain, access to the Services, or any portions of the Services, for which you are not authorized by IQM
• Advertise anything illegal, engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fees, fines, penalties or other liability to IQM or any of its affiliated companies, or to you
• Spread, or facilitate the spread of, any viruses, worms or other malicious computer programs that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information
• Infringe upon any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy
• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or making available the Services, except as expressly contemplated herein
• Frame, or utilize framing techniques to enclose, any of IQM’s trademarks, logos or other proprietary information (such as images, text, page layouts and forms)
• Use any robot, spider, other computer program, or manual process, to monitor or copy the Services, or any portion of the Services;
• Scrape any ads that have been served using the Services, or use any other automated means of data extraction to access, query or otherwise collect any information related to ads that have been served using the Product
• Make any information derived from the Services available to others as a form of market research or competitive intelligence
• Do anything that could disable, over-burden or impair IQM’s , or its partner’s, servers, or the proper operation of the Services (such as a denial-of-service attack).

The above list is for illustrative purposes only, and is not intended to provide an exhaustive list of prohibited activities. If you have any doubt as to whether your intended use of the Services is prohibited under this agreement, you should contact IQM. Only written confirmation signed by an authorized IQM officer is acceptable proof that your intended activity is permitted.

You warrant to IQM that you have the full power, authority and legal capacity to enter into this agreement. If you are entering into this agreement on behalf of a corporation, you warrant to IQM that: you have the full power, authority and legal capacity to enter into this agreement on behalf of such corporation; and, this agreement constitutes a legal, valid and binding obligation of such corporation.

You authorize IQM, or a third party representative, to:

Make any inquiries considered necessary to validate either your identity or any of the information that you have provided Conduct credit and/or background searches on you and your company.You may be required to provide further information, take steps to confirm ownership of an email address, or provide copies of identifying documents.

You must ensure that all information that you provide to IQM is true, accurate, complete and current. If any of the information is, or becomes, incorrect, you must immediately correct such information.

All ads that you upload to the IQM RTB platform must comply with:

• IQM’s technical requirements. These are updated from time to time, and will normally be communicated to you within the RTB platform
• The applicable rules of the website publisher upon whose site you want your ads served. These rules define the kind of ads that the publisher deems permissible, and are updated from time to time. The latest version of such rules can be found within the RTB platform. If you are uncertain as to whether your ad meets the publisher’s guidelines, you should contact a IQM representative prior to uploading your ad in order to avoid interruptions, penalties, account suspension or closure
• IQM’s Creative Policy and any other ad quality guidelines or policies that IQM implements. IQM’s creative policy applies not only to your ads, but also the landing page to which your ad clicks-through to. IQM will notify you of any new ad quality guidelines or policies by either emailing you (to the email address you have provided) or by posting a notice within the RTB platform. Your continued use of the Services after such notification affirms your acceptance
• The applicable laws in the United States of America, Canada, the country in which you live, and any country where your ads are served.Due to the fluid nature of IQM’s business, some or all of the above requirements may change over time. You must review each on a regular basis to ensure your on-going compliance.

You are solely responsible for all ads that you create, upload or traffic using the Services. IQM is not liable for any loss or damage that your ads may cause to you or others. You represent to IQM that you have all rights and permissions necessary to traffic your ads using the Services.

You ad is prohibited from have any of the following content, or being a direct or indirect link to anything with any of the following content:

• Content or material promoting or containing links related to pornographic, adult, sexual, obscene or that contain sexually explicit images or activity; or
• Content or materials promoting or containing links related to gambling, casinos, tobacco, alcohol and/or weapons; or
• Content or materials promoting or containing links related to illegal activities including but not limited to illegal drugs, terrorism, criminal activities; or
• Content or materials promoting or containing links related with graphic or explicit violence or is discriminatory, hate, offensive, defamatory or profane; or
• Content or materials promoting or containing links that is disparaging to IQM or any of its Publishers or Ads vendors: or
• Content or materials promoting or containing links that are libelous, harassing, abusive, fraudulent, unlawful; or
• Content that has links or promotes activities that are understood or seen as Internet abuse including but not limited to, use of spyware, corrupted files viruses, or other materials that are intended to or damage or render inoperable software of hardware; or
• Content or materials promoting or containing links that violates or infringes upon any third party intellectual property rights or any other third party rights.
• MOBILE ADVERTISEMENT STYLE & GRAMMAR GUIDELINES
• Proper grammar conventions should be followed.
• Use of common text message abbreviations is permitted.
• MOBILE ADVERTISEMENT LINKS & PHONE NUMBERS GUIDELINES
• Advertiser’s destination URL must be viewable in mobile web browsers.
• Advertiser’s destination URL must link to a working mobile website written in a supported markup language 
(xhtml, wml, chtml, or html for PDAs).
• Advertiser may not link to an email address or a file (for example, an image, audio, video, or document file that requires an additional program or application to open or run).
• The landing page for Advertisement cannot be under construction.
• Advertiser’s destination URL must link to an actual mobile web page with content relevant to the applicable
• Advertiser’s destination URL must work properly.
• “Click-to-call” numbers must connect customers to advertiser’s business.
• Phone numbers must be functional.
• Phone numbers may not connect customers to a fax number.
• Phone numbers must be local or domestic to the country advertiser’s Advertisements are targeting.
• Telephone numbers must use the correct format for the target country.
• Toll or fee-based telephone numbers that require additional payment by the caller are not allowed.

IQM must approve each ad that you upload before you will be permitted to begin displaying such ad. To increase the likelihood that your ad will be approved, you should ensure that your ad fits within the size parameters specified and complies with all of the applicable submission requirements.

IQM may periodically review live ads to ensure on-going compliance with submission requirements, even if an ad has already been approved. IQM reserves the right to remove any ad that it believes is non-compliant with its ad eligibility requirements, or for any other reason. In addition to removing an ad, IQM may also suspend and/or delete your account.

IQM only permits the use of third party ad server tags in certain cases. If you wish to use such tags, you must complete an ad server tag request form and accept the IQM Policy. IQM reserves the right to deny ad server tag requests for any reason, and to revoke previously-granted permission.

You must backup, and maintain offline copies of, all ads that you upload to the Services (including ads uploaded to the Ad Server). IQM is not liable to you or to any third party for the deletion of or damage to your ads.

By bidding on ad inventory through the IQM RTB platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such inventory. Purchases are non-refundable.

Ad inventory purchases are calculated using IQM’s statistics and data. If these differ from any other statistics or data, IQM’s measurements will prevail.

IQM accepts credit card, wire transfer and PayPal as payment methods. All monetary amounts related to the Services are in U.S. dollars. If you send monetary amounts other than U.S. dollars, they will be exchanged at IQM’s then-prevailing rates.

You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, payment amounts, credit card numbers and expiry dates, and wire information, as applicable).

IQM uses third-party providers to process payments. As such, IQM is unable to make any guarantees as to how long it will take to post funds to your account. If you use a credit card, the funding payment is usually processed and credited to your account immediately. If you send a wire transfer or use PayPal, the processing and posting of funds to your account may take a few days.

You are solely responsible for ensuring the accuracy of all information you provide in accessing the Services (such as entering bid prices, bid criteria, and destination URLs). You must diligently protect your account password and take all measures to prevent unauthorized access. You will be solely responsible for any unauthorized usage. IQM recommends that you use a ‘strong’ password (i.e. a password with mixed upper and lower case letters, numbers and symbols, that is at least eight characters long), and change your password regularly.

If your account has been compromised or is being used in an unauthorized manner, you must immediately notify IQM. You should regularly log into your account and review the details of your spending to ensure that there has not been an unauthorized transaction or other error.

You are responsible for all duties, tariffs and taxes related to your use of the Services, except for taxes on income paid or payable by IQM.

You can delete your account at any time by providing IQM with written notice that you wish to do so. IQM will only send refunds to the source from which payment was made. For example, if you paid by credit card, IQM will only process refunds to the same credit card. You may be required to provide additional information or documentation in order for IQM to confirm your identity, before any refund request will be processed.

You hereby defend, indemnify and hold IQM, and its affiliated companies, and each of their respective directors, officers, employees, consultants and agents harmless from any losses, damages, or costs arising from your use of the Services, or your breach of this agreement. This includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads infringe upon a party’s intellectual property or other rights.

IQM needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future. For example, if you upload an ad to the IQM Ad Server and request that it be served to a particular website, IQM requires a license from you to do so.

• Grant to IQM , and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time.
• Grant to IQM, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable, irrevocable right to collect, use and modify any data related to your ads
• Grant to IQM, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable, irrevocable right to use your name, logo and ads on each of their respective websites and promotional materials.
• Represent to IQM that you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.

‘IQM’ , ‘IQM .com’ and the IQM logo are, and remain, trademarks of IQM , its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without IQM’s prior written consent.In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of IQM, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without IQM’s prior written consent.

You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of IQM, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.

You grant IQM and its affiliated companies permission to identify you as a customer. This includes using your name, trade name and trademark (if applicable), and generally describing your business in their marketing materials and website.

IQM’s rtb platform is provided to you by IQM on an ‘as is‘ and ‘as available‘ basis. IQM makes no representations or warranties of any kind, express or implied, as to the operation of the IQM rtb platform or any information, content or materials it contains. IQM expressly disclaims any and all representations, warranties and conditions, express and implied, including any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for a particular purpose, suitability for a particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the IQM rtb platform or the information, content or materials it contains. IQM does not represent or warrant that the IQM rtb platform is accurate, complete, reliable, current, or free of errors, viruses or interruptions. IQM is not responsible for, and will not be liable to you in respect of, unauthorized access of your account by third parties through illegal or unauthorized means (including access through exploitation of security gaps, weaknesses or flaws, whether or not such are known to IQM at the time). you expressly agree that your use of the IQM RTB platform is entirely at your sole risk.

If the IQM RTB platform ad server functionality fails to serve your ads as required, IQM will reimburse you for the amounts that you paid to IQM for the ads that were not served. In no event will IQM, or any of its affiliated companies, be liable to you (or any other party) for any special, direct, indirect, incidental or consequential damages of any kind whatsoever (including loss of profits, loss of business opportunities, costs of substitutes, legal fees and court costs) exceeding the amount that you paid to IQM for the ads that were not served, even if such damages are reasonably foreseeable.

With respect to the Services, and to the fullest extent permitted by law, IQM disclaims all guarantees regarding positioning, levels, quality or timing of:

• Cost per impression
• Click-through rates
• Availability, quantity or delivery of impressions
• Any user actions related to your ads
• Conversions
• Accuracy of data
• The adjacency or placement of ads

Furthermore, IQM makes no representations regarding revenue, the performance of your advertising campaigns, or any other anticipated benefits related to your access of the Services, or that the Services are suitable for your intended purposes.

IQM will take commercially reasonable efforts to provide the Services on an on-going basis, however, for a number of reasons, the Services may be inaccessible, unavailable or inoperable from time to time.

This may be the result of:

• Periodic maintenance or repairs
• Equipment malfunctions
• Network attacks or other hostile actions
• Other reasons beyond IQM’s control

These circumstances, or others, may affect the availability of the Services and availability is not guaranteed.

The internet is an inherently insecure medium and the transmission of data over the internet (such as sending an email or logging onto a website) is subject to possible loss, interception or alteration while in transit. Accordingly, IQM does not assume any liability for any damage you may experience or costs you may incur as a result of any loss, interception or alteration of transmissions over the internet. While IQM takes commercially reasonable efforts to safeguard the privacy of your information, and will treat such information in accordance with its Privacy Policy, in no event will the information you provide be deemed to be confidential, create any fiduciary obligations to you on IQM’s part, or result in IQM , or any of its affiliated companies, being liable to you if such information is inadvertently released to, or accessed by, any third parties.

Under no circumstances (including negligence, gross negligence, negligent misrepresentation or fundamental breach) will IQM, or its affiliates or related companies, or any of their respective directors, officers, employees, consultants or agents, be liable to you or any third party, for any direct, indirect, incidental, special or consequential damages, injury, claim, cost, expense, liability, proceeding or loss (including legal fees) (collectively, a “Loss“) that result from your access of, or your inability to access the Services, or the transmission of confidential or sensitive information over the internet. These limitations apply regardless of whether the party liable, or allegedly liable, was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither IQM, nor its affiliates companies, nor any of their respective directors, officers, employees, consultants or agents, will be liable for any defamatory, offensive or illegal conduct of any user, including you.

IQM provides you with ‘conversion pixels’ to track certain statistics related to your ads (including the number of conversions, eCPA, revenue and conversion rates). You are responsible for correctly installing and using these ‘conversion pixels’ in the manner specified. IQM makes no representations or warranties with respect to the accuracy of the information collected by such ‘conversion pixels’ or the data derived from such information.

If in our reasonable discretion you have violated the terms and conditions set forth herein, for each instance of violation, you will be fined $1,000 or the actual damage, direct or indirect, liquidated or amount unknown, that IQM incurs as a result of your violation, whichever is greater. Said amount will be deducted from your account without further action on the part of IQM. If you do not have sufficient fund in your account to cover such amount, then we will bill you such additional amount. We reserve all other rights we have at law or in equity that we may have due to your violation, including but not limited to, report any violation to any governmental authority.

IQM reserves the right to suspend or delete any account, for any reason. If IQM suspends or deletes your account:

• IQM is not obligated to provide you with a reason for its actions
• IQM will refund the full unused balance remaining in your Account, if any, within 30 days of receiving written instructions from you as to where to refund the balance.

If you breach any of the terms of this agreement, IQM may suspend or delete your account. If IQM deletes your account for breach of the terms of this agreement, IQM will refund the unused balance remaining in your account, if any, minus a penalty charge equal to 50% of such remaining balance, within 30 days of receiving written instructions from you as where to refund the balance. You may be required to provide additional information or documentation in order for IQM to confirm your identity, before any refund request will be processed.

If IQM deletes your account, for any reason, your right to access the Services immediately terminates. You will not be permitted to open a new account. If IQM suspect that you are operating, or associated with, another account (based on its analysis of subscriber data, account content and other information), IQM may suspend or delete such ‘related’ account, as well.

If your account is suspended or deleted, for any reason, your right to access the Services immediately terminates. In such case, you must immediately destroy all copies of downloaded materials in your possession or control, and immediately cease accessing the Services.

You must keep all information and data made available to you through the Services (including publisher information, publisher website statistics and inventory prices) strictly confidential, and not use such information and data for any purpose other than your own internal use.

Please refer to IQM’s privacy policy for information on how IQM collects, uses and discloses your personally identifiable information. By using the Services, you agree to IQM’s use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

IQM does not pay for any suggestions regarding the Services, or any improvement to processes, procedures, marketing or any other matter (collectively “Suggestions“). Any Suggestions that you submit to IQM become the property of IQM. IQM will not: compensate you for any such Suggestions; have any obligation of confidentiality with respect to any such Suggestion; or, be liable to you for any use or disclosure of any such Suggestion. You grant IQM a royalty-free, irrevocable, unrestricted, non-exclusive, sublicensable, assignable, worldwide license to use, modify, copy, sublicense, transmit, publish, create derivative works from, publicly perform and display any Suggestions for any purpose, commercial or otherwise, without compensation or liability to you or to any third party.

No joint venture, partnership, employment or agency relationship exists or is created between you and IQM, or any of its affiliated companies, as a result of this agreement or your use of the Services.

The division of this agreement into sections and subsections, and the insertion of headings, is for convenience of reference only. It is not intended to affect the construction or interpretation of this agreement.<

You may not transfer or assign any rights or obligations you have under this agreement without IQM’s prior written consent. IQM may transfer or assign this agreement, or any right or obligation under this agreement, at any time, and is not required to provide you with notice of such assignment. Upon such assignment, the assignee becomes responsible for, and you release IQM from, all of IQM’s assigned obligations.

This agreement enures to the benefit of and binds you and IQM, and your/IQM’s respective heirs, executors, administrators, successors and permitted assigns, as applicable.

The invalidity or unenforceability of any provision of this agreement does not affect the validity or enforceability of any other provisions of this agreement, and any such invalid or unenforceable provision is deemed to be severable.

In addition to applicable disclaimers stated above, IQM’s performance under this agreement is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labour disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.

IQM may be subpoenaed by governmental entities or others to provide information relative to your account. IQM has no obligation to inform you of any subpoena or response to any subpoena, and you agree that IQM will have no liability to you for disclosing information in response to a subpoena.

IQM will provide you with any required notice by: posting it in the Services; emailing it to the email address listed in your account; or, mailing it to the street address listed in your account. Such notice is deemed to have been received by you immediately upon it being posting to the website or sent to you by email (unless we receive notice that the email was not delivered). If notice is sent by mail, it is deemed received by you three business days after it is sent.

IQM has the rights to modify, add or remove any terms or conditions of this Agreement (“Changes“). You will be notified of any Changes through a posting on the Website, a notification in the Services or via email. All Changes are effective immediately upon posting (“New Effective Date“). Any subsequent use by you of the Services following the New Effective Date constitutes your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify IQM via email at: support@iqm.com

The agreement, as amended from time to time, constitutes the entire agreement between you and IQM for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. You cannot change the terms of this agreement, nor can any IQM sales representative.

The parties acknowledge and agree that any controversy which may arise under this agreement, any other agreement related hereto or with respect to the transactions contemplated hereby or thereby would be based upon difficult and complex issues, and therefore, the parties agree that any court proceeding arising out of any such controversy will be tried in a court of competent jurisdiction by a judge sitting without a jury