This Exelbid Terms of Service (this “Agreement”) between you, a Member and MOTIV
INTELLIGENCE Inc., a company organized under the laws of the Republic of Korea (hereinafter “MOTIV INTELLIGENCE
Inc,” the “Company,” “we,” “us” or “our’) govern your use of our Exelbid ad exchange platform services (the
“Exelbid Services”). “You” or “Your” means you or any other person or entity identified in any service account
on whose behalf you are authorized to act.
- In this Agreement, the following terms shall have the meanings specified in this Article 2.
1) ”Exelbid” means the ad exchange platform provided by the Company and
Exelbid Services include the use of our Website as well.
2) A “Member” means an entity or a person who represents the entity who have
entered into a written Contract with the Company to use our Exelbid
Services pursuant to the terms and conditions of this Agreement. A Member can
either be a Publisher Partner or an Advertising Demand Partner.
3) A “Publisher Partner” means a Member who offers or owns ad space on its
websites, mobile applications or other advertising inventory that the
Company has permitted.
4) An “Advertising Demand Partner” means a Member who is an advertiser, an
advertising platform, ad network or other participant who desires to
purchase ad inventory through Exelbid Services.
5) ”Ad Inventory” shall mean elements of websites, mobile applications or
other advertising inventory that are permitted by the Company which a
Publisher Partner designated, in Exelbid, for placement of Ad Content. If the
Company offers Exelbid Services via PC, TV, mobile phone or other wired
or wireless devices, any ad space available for such platforms shall be
treated as Ad Inventory for the purposes of Exelbid Services.
6) “Exelbid SDK” means all software development kit that we provide to our
Publisher Partners to enable Exelbid to be integrated to Ad Inventory of
the Publisher Partners.
7) “Ad Content” means advertising content for specific services or products
that the End Users will view on the Ad Inventory that are exchanged in
8) “End User” means a user who views or uses the subject of Ad Content offered
on Ad Inventory of a Publisher Partner who offered the Ad Inventory
9) “Website” means the website operated by the Company
(http://manage.exelbid.com) for Exelbid Services.
10) “Ad Fee” means a fee to be paid for displaying Ad Content on Ad
11) An “ID” means a unique identifier used in Exelbid to identify a Member. A
Member may choose, subject to approval by the Company, an ID in any
combination of alphabets and numeric numbers or use an email address.
12) A “Password” means a secret code consists of alphabets and numeric numbers
that a Member can choose to protect the Member’s access to
13) ”Administrator” means the person designated by the Company to oversee and
monitor Exelbid Services for proper operation.
14) A “Post” or “Posting” means any letter, sign, symbol, sound, picture,
video, words or any link to any of the foregoing that is uploaded to
the Website by a Member.
15) A “Contract” means a written agreement between the Company and an
applicant who desires to use the Exelbid Services.
A written Contract must be executed before a person or entity can become a
Member and use the Exelbid Services.
- Any terms or expressions used in this Agreement that are not otherwise defined in Section 1 shall be
interpreted in accordance with applicable laws, any instructions using the Exelbid Services provided by the
Company or international business customs.
3 [Applicability and Amendment]
- This Agreement applies to all Members of Exelbid.
- By creating a Member account via the online user interface on the Website, or by otherwise accessing or
using any part of the Exelbid Services, you effectively give your consent to be bound by the terms and
conditions of this Agreement.
- If you do not agree to the terms and conditions of this Agreement, you cannot create a Member account, or
access or use any part of the Exelbid Services.
- We reserve the right to change or modify any of the terms and conditions of this Agreement at any time and
in our sole discretion. We will provide 15 days prior notice to you before making any such changes;
provided, if in our opinion, any such changes may not be so favorable to you, then in such cases, we will
provide at least 30 days prior notice to you via E-mail or SMS (However, if we cannot reach you due to
failure on your part to update your contact information, then a prior notice will be deemed given to you by
posting the amended terms and conditions on the Website).
- Your continued use of any part of the Exelbid Service following our notice to you of any changes or
modification to any of the terms and conditions of this Agreement, or posting of the amended Agreement on
the Website will constitute your consent to such changes or modifications. If you do not agree with any of
the changes or modifications to this Agreement, you must stop using the Exelbid Services and contact us for
cancellation of your membership.
- By agreeing to be bound by the terms and conditions of this Agreement, you also agree to periodically check
our Website for any amendment to this Agreement. The Company is not responsible for any damages or losses
you may incur due to your failure to check for the updates or changes to this Agreement.
4 [Other Applicable Terms and Conditions]
- Any matters not specifically addressed in this Agreement shall be governed by the provisions of applicable
Korean laws, including without limitation, the Framework Act on Telecommunications, the Telecommunications
Business Act, Act on Promotion of Information and Communications Network Utilization and Information
Protection, etc. (hereinafter the “Information and Communications Network Act”) and the Act on the Consumer
Protection in Electronic Commerce, etc.
- If you, as a Member entered in to a separate agreement with Exeibid concerning any other product or services
offered by the Company through Exelbid, then the terms and conditions of the separate agreement shall govern
the relationship between the parties concerning that other subject matter in addition to this Agreement.
Contract for Using Exelbid
5 [Contract for Using Exelbid]
- The Contract for use of Exelbid between the Company and a Member shall be effective upon execution by the
authorized representatives of the parties of the Contract, and the completion by the Member of entering
relevant information requested on the Website and the Company’s acceptance thereof.
- The Company may request applicants for membership to authenticate their name, phone number and/or E-mail
- The Company reserves the right to accept or deny any application for the Exelbid Services or request
additional information at its sole discretion.
- The Company may place restriction on use or other necessary measures to comply with the rating and age
related provisions under applicable legislations, including without limitation, the Youth Protection Act.
6 [Acceptance by the Company]
- The terms and conditions of this Agreement shall apply to all Members who use the Exelbid Services.
Unless otherwise prevented due to technical difficulties, the Company accepts and approves applications
submitted to us via the Website on a first come first served basis.
The Company reserves right to reject any membership application on the basis of
any of the following (or cancel membership upon later discovering any).
1) If the applicant provided false identity or used the name of another
2) If the applicant provided false information or fail to provide information
requested by the Company;
3) If the applicant violated relevant provisions of this Agreement or committed
any negligence or misconduct; or
4) for other reasons as reasonably determined by the Company.
The Company reserves the right to temporarily halt accepting or processing any applications for
Membership for any of the following basis:
1) If the Company cannot serve additional Members due to limited
2) If the Company is experiencing technical difficulties;
3) If the Company cannot confirm the identity of an applicant; or
4) for any other reasonable basis at the Company’s discretion.
In the event that the Company rejects or withhold accepting any application, the Company will notify the
applicant of the basis for the Company to reject or withhold the application submitted to the applicant,
via email or through Website. Where applicable, we will provide the list of the additional documents
that the applicant may submit for reconsideration by the Company.
7 [Changing Member’s Information]
- You can review and update your Member information at any time on the Website.
- If any information you provided during the application process has changed, it is your responsibility to
update or correct such information. The Company will not be responsible for any failure to update on your
- You may withdraw your consent to this Agreement and the use of Exelbid at any time, with or without cause by
requesting cancellation. Please note that your use of the Exelbid Services will be limited upon withdrawing
8 [Changes to Our Services]
1. The Company reserves the right to change or modify any part of the Exelbid Services (including without limitation,
quality and technical specifications) at any time and in its sole discretion upon providing 15 days
prior notice to you which notice will be posted on the Website or communicated via e-mail. If, however,
we believe any of the changes may not be so favorable to you, then we will provide at least 30 days
prior notice to you via e-mail or SMS.
2. The Company reserves the right to suspend or terminate the Exelbid Services or any part thereof in each of the
1) for maintenance, repair or technical difficulties;
2) if a Member interferes with our operation;
3) for power outage, failure of communication equipment or sever failure due to
unusually high traffic;
4) for any other internal reasons as determined by us; or
5) in the event of force majeure, including without limitation, natural
disaster, acts of God or national emergency.
3. A Member may terminate the Contract as follows:
1) at any time with or without cause by making termination request to
the Company. Such termination will become effective upon the Company’s receipt of the termination
2) The Company will not be responsible for any losses or damages you may incur in relation to your
termination. The Company reserves the right to retract any rights and privileges that the Company
offered to you prior to your termination.
3) if not agree to the terms related to the use of the Exelbid Services.
4. The Company will not be responsible for any losses, damages or problems you may incur in relation to your
termination or suspension of the use of the Exelbid Services.
5. The Company reserves the right to immediately terminate a Member’s Contract or block such Member from
accessing Exelbid in its sole discretion for any breach by the Member of its obligations under Section
10 and/or Section 11, with or without notice, upon discovery by the Company.
6. The Company reserves the right to suspend or terminate a membership whose account has a no log-in or access record for a year since its registration and no response to The Company's prior notice of the termination.
7. Any Member whose account was terminated by the Company under Subsections 5 or 6 above may appeal the
Company’s decision by following the instructions provided by the Company.
8. If the Company finds the appeal has valid ground, the Company will immediately restore the Member’s account.
9 [Our Obligations to You]
- The Company does not disclose, share or distribute any personal information collected from any Member to a
third party without the Member’s express consent; provided, that we may disclose such information to
relevant government agencies, including without limitation, the Korea Communications Commission pursuant to
a legal requirement, a judicial order or government regulations, to the extent required under applicable
- The Company will promptly process any complaints reported to our customer service department. In the event
the Company cannot respond to complaint in timely manner, the Company will communicate reasons for the delay
and estimated time of our response through the Website or via e-mail.
- The Company closely observes all applicable laws for providing and maintaining the Exelbid Services,
including without limitation, the Information and Communications Network Act, the Protection of
Communications Secret Act and Telecommunications Business Act.
10 [Your Obligations]
- A Member shall not, and shall not cause or allow any third party to commit any of the following actions
without the prior consent of the Company.
1) For All Members
(1). Accessing or using Exelbid through means that are not specifically allowed by the
Company or against the instructions provided by the
(2). Impersonating any employee of the Company, including the Administrator or stealing
a third party’s account to upload postings or send e-mails.
(3). Distributing false information for unjust economic gain or to defraud
(4). Repeatedly terminating and opening accounts to take advantage of discount coupons
or other promotions offered by the Company for new
(5). Other interference with normal operation of Exelbid
(6). Collecting, storing or sharing personal information of another Member or End Users
without expression permission.
2) For Publisher Partners
(1). Edit, modify, filter, transform, delete, hide, or minimize ad links, ad units,
types of exposure, and the order in which the information contained in
the ad is displayed.
(2). Encouraging others to click on Ad Content on your Ad Inventory or artificially
(3). Artificially increase the number of impressions (regardless of the method used) or
(4). Posting confusingly similar or indistinguishable image or pictures next to Ad
(5). Modifying the code for Ad Content with such method not expressly permitted by the
Company or manipulating type of exposure or targeted
users in Exelbid to copy or distort the information stored or transmitted in
(6). Intentionally overloading the servers and other communication equipment of the
3) For Advertising Demand Partners
Any action in breach of the Contract entered with the Company prior to the use of Exelbid.
2. In the event that a Member commits any actions that is prohibited under Section 1 above, the Company may, in
its sole discretion, retract some or all of the additional benefits provided to the Member, limit the use of
certain services, terminate the Contract with the Member or file claim for monetary damages.
3. If the Company takes any corrective measures provided under Section 2 above, it will provide prior notice to
the affected Member via e-mail or telephone; provided, however, that if the Company cannot reach the Member or
the Company has reasonable basis to take the corrective measures immediately, then the Company may take the
corrective measures without giving prior notice.
4. The Member may appeal the Company’s decision to take the corrective measures set forth in Section 2.
5. If the Member’s Contract is terminated by the Company as provided under Section 2, the Company may, without
prior notice, cancel any transaction with the terminated Member.
6. If the Contract is terminated as provided under Section 2, the Company reserves the right to reject any
subsequent applications for membership submitted by the terminated Member.
11 [Other Obligations of Members]
1) Ad Inventory & Ad Content
(1) A Publisher Partner is solely responsible for all matters related to Ad Inventory
offered by the Publisher Partner.
(2) An Advertising Demand Partner is solely responsible for all matters related to its
Ad Content, including sale of product or services that is the
subject of the Ad Content and also the related customer services.
2) Terms of Service. As a Member, you are responsible for ensuring the compliance of your
partners, end users and affiliates (i.e. advertisers or ad inventory network as the case may be) with the
your partners, end users and affiliates to obtain their written consent to all terms and conditions of Exelbid,
affiliate of any updates or changes made to our policies.
3). If you, as a Member, desire to offer personalized advertising by collecting or using personal information
If you are collecting information from any viewers of Ad content of your Ad Inventory, then you must also comply
with applicable rules and regulations. For clarity, if Ad Inventory offered by a Publisher Partner includes a
third party’s Ad Inventory then it is the Publisher Partner who must prepare and distribute a privacy
4) Any of your AD Inventory is targeted to children under the age of 13, you must be in full compliance with
Children’s Online Privacy Protection Act (“COPPA”) and you must represent and warrant that you will not transmit
personal information about a minor.
5) GDPR. If you wish to offer personalized advertising to End Users in the European Union, UK and Switzerland,
you must obtain prior consent from such users in full compliance with GDPR.
6) It is your responsibility to securely maintain your ID and Password. You are solely responsible for all
consequences arising from any neglect or misuse of your ID and Password. You should not let others use or have
access to your ID or Password. If you believe someone else has access to Your ID and Password (or if you have
reason to believe they are stolen) you should report to the Company immediately and follow the instructions of
Your Use of ExelBid
If You or any employee or affiliate of you breach any terms and conditions of this Agreement or otherwise
interfere with the proper operation of Exelbid, we reserve the right to limit your access to Exelbid. We
will not be responsible for any losses you may incur in connection with any such limitation imposed by
If any Ad Inventory or Ad Content you offer falls under any of the following, we reserve the right to
restrict your use of Exelbid without any liability to you.
1) Content containing, consisting of or promoting discrimination, illegal activities, hate speech,
graphic violence, firearms, tobacco, illegal drugs, pornography, profanity, obscenity or sexually
2) Any content that is specifically outlawed by the jurisdiction of your location
We reserve the right to suspend, without prior notice, all or any part of the traffic generated by you or
Ad Inventory offered by you if we have reasonable basis to suspect that all or any part of the traffic
is generated by fraudulent scheme.
We reserve the right to limit your access to Exelbid if you fail to pay any undisputed of Ad Fee when
13 [Technical Support]
- If a Member or any employee of the Member forwarded questions or requests for assistant to us concerning
Exelbid or the Exelbid SDK via e-mail, phone or other communication channel, then we shall treat such
request as your consent to give us the access to your application build file which may contain your mobile
- We may collect statistical data through the Exelbid SDK and such other data that are generated from your use
of the Exelbid SDK. We may process such data so that we cannot identify specific Member or Member’s mobile
application and use such data solely to improve any products or services provided by us or to provide
statistical information to our Members.
14 [Ad Fees]
- The Company will calculate and pay Ad Fee to Publisher Partners based on the rate table set by the Company.
- Pursuant to this Section 14, we reserve the right to suspend any Ad Inventory or withhold payment of Ad Fee
to the Member who offered the Ad Inventory, if we have, based on our monitoring process, reasonable basis to
determine that the Ad Inventory provided by the Member is not valid.
- The amount of Ad Fee payable will be calculated at the rate to be agreed by the Company and the Publishing
Partner and shall be based on the statistics generated from the Website.
- A Member may request for unpaid Ad Fee (if any) upon termination of the Contract; provided, however, that
the Member shall have no claim to any unpaid Ad Fee that are over 5 years due from any termination of the
- We may deduct from any payments any withholding, sales, value added, and other applicable taxes which we are
required by law to deduct.
15 [Our Right to Withhold Payment]
- We reserve the right to deduct any amount of damage or loss from Ad Fee payments to a Member to the extent
such damages or losses are incurred by the Company due to any fault or breach of the Member. We further
reserve the right to withhold, for a reasonable time period, an appropriate portion of the payment to be
made upon termination, to compensate for any refund requests or claims from Advertising Demand Partners in
connection with the Ad Inventory offered by the terminated Member.
- In the event of a court seizure or collection order on any payment due to a Publisher Partner, we reserve
the right to withhold any payment to the Publisher Partner until the Publisher Partner finally settles with
the relevant creditor.
- Notwithstanding anything to the contrary herein this Section 15, we reserve the right to withhold all or any
part of the payment due to a Publisher Partner pursuant to the operation of applicable laws or if we have
other reasonable legal basis.
16 [Promotional Materials]
- The Company will, from time to time, provide relevant information about Exelbid on the Website or via e-mail
or postal mail to our Members.
- Company will, with your consent, provide useful information or other advertising materials to you via SMS or
17 [Removal of Inappropriate Posting]
- The Company reserves the right to remove any Posting made by Members on the Website for any of the following
cases without any liability to such Member:
1) materials that are defamatory or libelous to the Company, any Member or third
2) materials that are against social order or public safety;
3) materials that are illegal or distribution of which can be a criminal
4) materials that are infringing upon intellectual properties of the Company or
any third party;
5) materials that are past the pre-determined posting period by the
6) non-permitted promotional or advertising materials; or
7) any other outlawed or non-permitted materials under applicable laws.
- The Company reserves the right to implement a separate policy setting forth detailed terms and conditions
covering the Postings on the Website and may remove any Postings that are in breach of such policy.
- The Company agrees to indemnify and hold harmless a Member from any damages or losses arising out of or
resulting from any intentional misconduct or negligence of the Company in providing the Exelbid Service.
- A Member agrees to indemnify and hold harmless the Company, its officers, employees and agents from any
claims, lawsuits, damages or losses including court costs and attorney’s fee arising from any breach by the
Member of this Agreement or any provisions of applicable laws.
- You agree to indemnify, defend and hold the Company, its agents, directors, officers, and employees
(collectively “Indemnified Party”) harmless from and against any and all third party claims, liability,
loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against
any Indemnified Party, arising out of, related to or which may arise from (i) your use of any Exelbid
Services, and/or your breach of any term of this Agreement, (ii) any claim or allegation that any Ad
Inventory or Ad Content infringes upon, violate, or misappropriate any intellectual property rights of a
third party, or slander, defame, or libel any person, (iii) your failure to secure all consents, licenses,
waivers, rights, title, and interest necessary to display the Ad Content or offer Ad Inventory, as the case
may be, (iv) your failure to comply with our policies, (v) or with respect to the Website or the Exelbid
Services, your failure to secure all rights, title, and interest necessary to offer Ad Inventory and serve
the Ad Content onto the Ad Inventory. You agree not to settle any claim against any Indemnified Party
without our prior written consent.
19 [Warranty Disclaimer]
WE DO NOT REPRESENT OR WARRANT THAT THE EXELBID SERVICES OR EXELBID SDK ARE RELIABLE,
ACCURATE, COMPLETE, OR OTHERWISE FREE FROM DEFECTS. ACCORDINGLY, THE SERVICES IN EXELBID ARE MADE AVAILABLE FOR
USE “AS IS,” AND ANY USE THEREOF WILL BE UNDERTAKEN SOLELY AT YOUR OWN RISK. WE RESERVE THE RIGHT, IN OUR SOLE
DISCRETION, SUSPEND THE OPERATION OF EXELBID AT ANY TIME (SUBJECT TO NOTICE AS MAY BE REQUIRED HEREIN). WE DO
NOT CONTROL, ENDORSE OR ADOPT ANY AD INVENTORY OR AD CONTENT AND MAKE NO REPRESENTATION OR WARRANTIES OF ANY
KIND REGARDING THE CONTENT OF ANY AD INVENTORY OR AD CONTENT, INCLUDING, WITHOUT LIMITATION, REGARDING THE
ACCURACY, COMPLETENESS OR DECENCY OF ANY AD INVENTORY OR AD CONTENT. WE EXPRESSLY DISCLAIM THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR PERFORMANCE. FOR THE AVOIDANCE OF DOUBT, WE DO NOT GUARANTEE THE RESULTS OF
THE EXELBID SERVICES OR THAT THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL BE
OPERABLE AT ALL TIMES OR DURING ANY DOWNTIME (I) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR
SERVERS, (II) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, (III) FOR PREVIOUSLY
SCHEDULED MAINTENANCE OR (IV) RELATING TO EVENTS BEYOND OUR CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES,
FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS
IN INTERNET SERVICES TO AN AREA WHERE OUR OR YOUR SERVERS ARE LOCATED OR CO-LOCATED.
YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA, LOST PROFITS
OR REVENUE THAT DIRECTLY OR INDIRECTLY RESULTS FROM YOUR USE OF THE EXELBID SERVICES. WE ARE NOT RESPONSIBLE AND
WILL NOT GET INVOLVED OR MEDIATE ANY DISPUTE (A) BETWEEN OR AMONG OUR MEMBERS OR (B) BETWEEN YOU AND A THIRD
PARTY WHICH IS LINKED TO ANY AD INVENTORY OR AD CONTENT AND A MEMBER OR (C) BETWEEN YOU AND AN END USER OVER ANY
TRANSACTION ENTERED INTO BY AND AMONG SUCH PARTIES. WE CLAIM NO RESPONSIBILTIY FOR ANY LOSSES OR DAMAGES
INCURRED BY YOU IN CONNECTION WITH YOUR DISCLOSURE OR RELEASE OF ANY PERSONAL INFORMATION ABOUT YOU.
20 [No Assignment]
You may not assign or transfer this Agreement or any of your rights and obligations
hereunder without the prior consent of the Company.
- You agree not to disclose Exelbid Confidential Information (defined below) without our prior written consent
and to use at least the same degree of care to prevent unauthorized use and disclosure of such Exelbid
Confidential Information as you use with respect to your own confidential information (but in no event less
than a reasonable degree of care). “Exelbid Confidential Information” includes any and all information that
is disclosed by us, either directly or indirectly, in writing, orally or by inspection of tangible objects,
which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar
designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of
disclosure, or under the circumstances and nature of the information would be reasonably deemed to be
confidential, and includes the features and functionality of the Exelbid Services or any portion thereof.
Exelbid Confidential Information does not include information that: (a) is or becomes generally known to the
public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of
disclosure without an obligation of confidentiality; (c) is independently developed by the you without use
of or reference to Exelbid Confidential Information and without any violation of any obligation of this
Agreement; or (d) you rightfully obtain from a third party lawfully in possession of such information
without restriction on use or disclosure. The confidentiality obligation herein shall survive three (3)
years from any termination of this Agreement for three (3) years.
22 [Governing Law; Dispute Resolution]
This Agreement and any action related thereto will be governed by the laws of the Republic
of Korea without regard to or application of its conflict of law provisions. Any disputes, claims or
controversies arising out of or relating to this Agreement shall be brought before the Seoul Central District
Court and you consent to the exclusive jurisdiction of such court.
Effective : April 1st, 2021. (version 1.3)
Effective : November 15th, 2020. (version 1.2)
Effective: August 21, 2019. (verson 1.1)
Effective: November 1, 2016 (version. 1.0)