Terms of Adtelligent Supply Side Platform Service

The services described herein are operated and managed by Adtelligent Inc. (referred to here as the “Company”, “we”, “us” or “Adtelligent”), a Delaware-based US corporation providing tools for publisher ad technology independence.

• Our registered office address is: 16192 Coastal Hwy, Lewes, DE 19958, United States
• You can contact us via email: legal@adtelligent.com
• Phone: +1 833 222 2102

THE TERMS OF ADTELLIGENT SUPPLY SIDE PLATFORM SERVICE (“Terms of SSP Service”) contained herein jointly with the General Terms of Service incorporated herein by reference constitute the binding agreement between Adtelligent and those users who access our Platform for the purpose of getting SSP service. The Adtelligent Supply Side Platform (the “SSP”) is a platform-as-a-service technology that allows publishers to manage and sell their advertising inventory programmatically. The SSP integrates with ad exchanges and demand-side platforms to facilitate the buying and selling of ad inventory through real-time bidding.

IF YOU DO NOT AGREE TO THE GENERAL SERVICES TERMS AND THESE SSP SERVICE TERMS, YOU MUST NOT PROCEED TO USE THE SERVICES.

These Terms of SSP Services are subject to change (modification) by Adtelligent Inc. at any time, with or without prior notice. You are responsible for reviewing these Terms of SSP Service on a regular basis. We will make commercially reasonable efforts to include notices regarding any such updates or changes. Any changes that are made to these Terms of SSP Service will not apply retroactively and will not apply to disputes or events occurring before the changes are published. It is possible that during the provision of services included in the SSP, the domain name under which such services are provided may be modified with prior notice. Therefore, You know and accept this possibility, while the conditions accepted by You in these Terms of SSP Service remain in full force and effect.

Our Service

We are providing any Adtelligent customer, publisher, agency, or advertiser that uses Adtelligent Service (“You”) with access to the Adtelligent SSP, which matches advertisements in various formats and from various sources (“Ads“) to content (“Content“) and displays the Ads in a manner that conforms to Adtelligent’s Specifications and related services (“Service”).

The Company offers types of packages for using the SSP determined by individual agreement with You. Upon conclusion, such individual agreement becomes an integral part of these Terms of SSP Service. In the event of a conflict between these Terms of SSP Service and the terms of Your individual agreement with the Company, the latter shall prevail.

To use the SSP, You must complete the registration process and create an Account by providing current, complete, and accurate information as prompted by the registration form. You are responsible for safeguarding any password(s) and username(s). You are responsible for any activities or actions under Your Account, whether You have or have not authorized such activities or actions. You must promptly notify Adtelligent of any unauthorized use of Your Account. Account registration is subject to Adtelligent’s prior approval and Your continued compliance with the Terms of SSP Service.

Adtelligent hereby grants You a limited, non-exclusive, non-transferable, revocable, fully paid-up right during the term of these Terms of SSP Service and individual agreement if this is the case for You, to use the SSP for Your own internal use to display the relevant Ads in association with Content.

By using the SSP, You understand and agree not to:

• transfer Your personal data, including the SSP username and password, to third parties for any reason and purpose;
• upload, post, email, or otherwise transmit any viruses or other computer code that may interrupt, destroy, or limit the functionality of the SSP, or interfere with the access of any user of the SSP;
• circumvent, disable, or interfere otherwise with any security-related features of the SSP;
• attempt to probe, scan or test the vulnerability of the SSP or any Adtelligent network or system;
• breach, impair, or circumvent any security or authentication measures relating to the SSP;
• attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of the SSP; or
• encourage or instruct any other individual or organization to do any of the foregoing.
  Adtelligent is not responsible for possible discrepancies in the interpretation of statistics when interacting with any third-party partners or servers. In case of discrepancies, Adtelligent may offer to help sort it out, however, You understand and agree that Adtelligent bears no responsibility for statistical data made by the third party.

Use of the SSP

By accepting these Terms of SSP Service, You are confirming that You are able to form legally binding contracts. If You are creating an account for the purpose of the General Terms of Service and these Terms of SSP Service, what identifies Your activity (“Your Account”), on behalf of another entity, You also confirm that: You hold a legal capacity to enter into an agreement on behalf of the company You represent and create a binding obligation of any entity that You represent.

Whenever You provide us with information on our SSP, You are responsible for providing the necessary resources and development work to enable Your video player(s), web page(s), application(s), and/or ad server(s) to access and interact with the SSP in cooperation with Adtelligent and in accordance with the technical integration specifications made available in the Knowledge Base.

Ads may be sourced and displayed through the SSP in accordance with the campaign settings as made and modified by You in Your Account settings.

The list of advertising instruments may be sourced through the SSP in accordance with the inventory configuration settings as made and modified by You using the SSP.

To display Ads through the SSP sourced from external ad servers and networks, or to source inventory through the SSP from external partners and networks, You must cooperate with Adtelligent so that the SSP can properly interact with such external systems, including providing any applicable partner keys or codes and other technical requirements or information to allow (a) the external system to properly provide and track the Ads and inventory, and (b) the SSP to properly request, receive and track the Ads and inventory and display the Ads.

You acknowledge that Ads will be displayed according to the settings You define in Your Account only to the extent made possible by any external ad server or network. You acknowledge the list of advertising instruments will be sourced according to Your inventory settings only to the extent made possible by any external partner or network.

You also acknowledge and agree that Adtelligent will not be responsible or liable for (i) any errors by or any functional inability of an external ad server or network to display Ads; (ii) any third-party payments or collections related to such Ads, and You will transact directly with external ad servers and networks for such payments or collections; (iii) any Ads or the content therein; (iv) any errors by or any functional inability of an external partner or network to deliver inventory; (v) any third-party payments or collections related to such inventory, and You will transact directly with external partners and networks for such payments or collections; (vi) any third party’s web pages(s) or application(s) or the content therein.

According to the General Terms of Service, Adtelligent will not be liable for any losses caused by any unauthorized use of Your Account; however, You may be liable for the losses by Adtelligent or its Users due to such unauthorized use. Adtelligent may terminate Your access to the Service if, under appropriate circumstances, there are repeated breaches of security or unauthorized use of Your Account. We also may refuse to provide our Service to You, at our sole discretion. The Service is not available to the Users who have been suspended by us.

Additional Services

If You are interested in some additional services, Adtelligent offers You next additional payable services such as Scoring service, Extended QPS Package, Advanced Logs, Advertiser Level Data, White Label SSP, White Label Client-Side Adapter, White Label Server-Side Adapter, Direct Demand (CDN) which are available on our SSP.

Scoring Services as Additional Services

Adtelligent can provide You with fraud detection services (“Scoring Services”) under the conditions described below. The Company offers You fast response times for pre-bid decision-making on the ad request and aggregate historical reputation level (“Pre-bid solution”), and tracking the quality of incoming traffic by evaluation of impression, click or conversion traffic and reporting on these types of traffic in real-time via Adtelligent’s User interface (“Post-bid solution”). Adding Scoring Services You understand and agree that:

• they are designed to identify internet traffic that suggests fraud;
• it is up to You to verify the findings of Adtelligent and to interface with its publishers and other traffic sources regarding traffic You believe is fraudulent;
• there is no guarantee that the Scoring Services will catch every type of fraud possible;
• if placed, there is no guarantee that the pixel will fire correctly every time.
  

All statistical data in respect of the Scoring Services (“Scoring Reports”) during the previous month is provided in Your Account at SSP and is solely data, used for payment calculation purposes. You hereby agree that Adtelligent shall be exclusively responsible for tracking and calculating the events of Pre-bid and Post-bid solutions.

Scoring Services Data includes, but is not limited to, device ID recognition, digital forensics, source code, source listings, all patents, copyrights, trademarks, or trade secrets embodied in the Scoring Services, and any information derived from the provision of these services, including but not limited to any Scoring Reports.

You shall not have any right, title, or ownership in the Scoring Services Data, except the Scoring Reports, and shall not reverse engineer, or disassemble, decompile, or otherwise apply any procedure or process to the Scoring Services in order to ascertain, derive, or appropriate for any reason or purpose, the source code or source listings for the Scoring Services or any software, algorithm, process, procedure or trade secret information relating to the Scoring Services or any software provided by Adtelligent. You may provide any third parties with the Scoring Report.

More information about Scoring Services and payment terms You can find out by contacting Your manager, specified in the IO.

White Label as Additional Services

The Company also can provide You with White Label (“WL”) services as an additional option with the following conditions. You can use such a service, as white labeling of Your Account for the additional charge in the amount of 1000,00 (one thousand) dollars USA as a one-time setup fee and 500,00 (five hundred) dollars USA monthly starting from the second month of using the SSP. White labeling capabilities include the following:

• logo, loader;
• color scheme;
• ad serving domain;
• account domain;
• access to the white labeling settings.

WL Client-Side Adapter and Server-Side Adapter as Additional Services

As an additional option WL Server-Side Adapter, Adtelligent will develop for You a custom white label alias client-side prebid adapter with 1000,00 dollars USA (one thousand) one-time setup fee and 250,00 dollars USA (two hundred and fifty) service fee per month starting after 1st month of product usage, and Adtelligent will develop for You a custom white label alias server-side prebid adapter with 1000,00 dollars USA (one thousand) one-time setup fee and 250,00 dollars USA (two hundred and fifty) service fee per month starting after 1st month of product usage named WL Server-Side Adapter.

If You are interested in described above, and other available additional services mentioned in the chapter “Additional Services”, please contact Your manager for getting more information about Adtelligent’s services and their conditions.

Restrictions

You are obligated to the terms of a specific Ad Creative Policy of the Company for the purpose of getting SSP service and no advertising materials or landing pages should include any content that is violating the current Ad Creative Policy. According to the mentioned and described below, You also understand and agree by using the SSP You are not allowed to:

• Use the Content, SSP for resale, license, sublicense, or other distribution for profit without prior written consent by Adtelligent;
• Distribute viruses or any other technologies that may harm SSP or the interests or property of other Users;
• Use any robot, spider, scraper, data mining tools, data gathering, and extraction tools, or other automated means access to SSP for any purpose, except with the prior express permission of the Company;
• Place the Ads concerning any illegal services or products according to the applicable law and these Terms of SSP Services;
• Take part in actions that can be potentially harmful to the Company’s reputation, or the image of any company that controls is controlled by, or is under common control with Adtelligent;
• Disseminate the service-related information provided by the SSP;
• Take action that can be potentially harmful to Company and its partners, servers, technology, and overall operation.

You understand and hereby agree that the details about the cooperation between You and Adtelligent are deemed to be Confidential Information as defined in the General Terms of Service being an integral part hereof and You are forbidden to disclose the details of the Service, their costs, and additional options to any third party.

Payment Terms

The Company agrees to provide you with all the necessary documents required for payment in accordance with current legislation. You agree to provide the Company with the documents that might be needed such as W-9 (for US taxpayers) or a W-8BEN (for non-US taxpayers) and Wire transfer instructions in order to permit Adtelligent to remit funds to You, if this is the case.

You agree to pay Adtelligent the service fees set forth in these Terms of SSP Service for Adtelligent Services in each calendar month (NET30), as counted by Adtelligent using a methodology that is substantially similar to industry standards. The list of Adtelligent Services and their respective prices depends on the package type You select and shall be invoiced to You via email, or the contact specified in the IO. You may at any time change the type of package or prices of the Adtelligent Services with prior mutual consent. Adtelligent reserves the right to change the price of the services provided in full or in part unilaterally by notifying You 30 (thirty) days in advance before the date on which such changes are in force. If You do not agree with these Terms of SSP Service, You can refuse future services provided by Adtelligent by notifying us and completing all the necessary calculations 30 (thirty) days before the termination date.

You agree to pay Adtelligent all fees due in each calendar month (NET30) for any third-party products or services which are made available to You through the SSP and which You elect to purchase, license, subscribe to, or otherwise use.

Adtelligent assumes no responsibility for paying income taxes on Your behalf. You assume complete and sole responsibility for any taxes owed or which may be due in connection with Your activities under the Terms of SSP Service, including but not limited to sales and use taxes, goods and services taxes, value-added taxes, and withholding taxes, and agree to indemnify and hold Adtelligent and its employees, affiliates, and representatives harmless from any such taxes. Adtelligent shall provide You with appropriate tax information, including earnings on Form 1099 as required by applicable law. If You reside in the United States, then You agree to provide Your Social Security number or Federal Employee Identification Number and any other reasonable information to Adtelligent for tax reporting purposes. If You reside outside of the United States, then You may be asked to complete appropriate forms for tax purposes, and You agree to accurately complete such forms. Such information will be used for no purpose other than for tax reporting purposes. Adtelligent may withhold payment from You in the event You do not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Adtelligent’s reasonable discretion.

Term and Termination

Completing the registration process and creating an Account You make the agreement, which shall commence on the date of registration of the Account (the “Effective Date”) and unless earlier terminated as set forth below, continue for the period defined in individual agreements (the “Initial Term”). Upon conclusion, such individual agreement becomes an integral part of these Terms of SSP Service. In the event of a conflict between these Terms of SSP Service and the terms of Your individual agreement with the Company, the latter shall prevail.

Thereafter, these Terms of SSP Service shall automatically renew for the same period of the duration time (each, a “Renewal Term”), unless written termination notice is provided prior to the expiration date of the Initial Term or the applicable Renewal Term, in which case the agreement will expire on said expiration date. As used herein, “Term” means the Initial Term plus any Renewal Term(s).

These Terms of SSP Service may be terminated at any time prior to the Term by mutual written consent between You and the Adtelligent;

You hereby agree that Adtelligent may terminate Your Account upon 30 (thirty) days’ written notice prior to the date of such termination, for any reason and without any liability to Adtelligent;

You may terminate these Terms of SSP Service by providing prior written notice upon 90 (ninety) days’ written notice prior to the date of such termination without cause, provided that You shall pay all outstanding invoices issued under these Terms of SSP Services. You may terminate these Terms of SSP Service by giving written notice to Adtelligent at any time, if Adtelligent has breached any material representation, warranty, or covenant contained in these Terms of SSP Service in any material respect, and such breach remains uncured for a period of ninety (90) days after the notice of the breach.

In the event that these Terms of SSP Service are validly terminated as provided herein, then You and Adtelligent shall be relieved of our duties and obligations arising under these Terms of SSP Services after the date of such termination and such termination shall be without liability to You and Adtelligent; provided, further, however, that You shall pay all outstanding invoices issued under these Terms of SSP Services and nothing in this paragraph shall relieve You and Adtelligent of any liability for a breach of these Terms of SSP Services.

Privacy Statement and Data Processing

According to the General Terms of Services, the Company agrees to protect your personally identifiable information as described in the Privacy Statement published on our website https://adtelligent.com/.

The Company stores Your data as long as Your account in our system is active, or for a period of time sufficient to provide You with our services. We retain Your data in accordance with our legal obligations, including resolving disputes and enforcing our agreements. The collection and use of Your and end-users’ personal Data are governed by Privacy Statement and data processing addendums we enter into with respect to proper data transfers.

Through Your use of the SSP, Adtelligent may collect certain data, including, without limitation, various identities, counts, and characteristics of placements (including the content therein) and advertisements (including the content therein) (collectively, “Data”). Adtelligent uses such information to provide the SSP and has the right to use and share with third parties certain aggregate Data aggregated with other users’ information, that is not identifiable to any particular user of the SSP. Adtelligent will not share with any third party any of the Data that is specific to You, or identifiable to You, without first receiving Your prior approval. You acknowledge, however, that certain Data specific to You and/or identifiable to You may be transmitted to third parties, depending on how You configure Your settings when using the SSP.

You may only use any data, statistics, and other information derived from using or analyzing Adtelligent’s products and services (e.g., any insertion order terms, information or data about placements or advertisements or their performance, any pricing information, or any information regarding any user of Adtelligent’s products and services (collectively “Other Data”) in connection with Your use of Adtelligent’s products and services, including any advertising campaign-planning purposes. All Other Data is the Confidential Information of Adtelligent and/or the party that provided the information. You, as the recipient of Other Data, may not disclose any of it to any third party, except on a confidential basis to an employee, agent, client, or partner who has a legitimate need to know to enable You to perform under the Terms of SSP Service, and who is subject to these non-disclosures and use restrictions. Taking into account the above, You hereby confirm that You will not transfer any Other data to any third parties software, tools, or analytic programs, which are not approved by Adtelligent.