Ad Exchange Terms of Services for Advertiser
These Terms of Services Ad Exchange for Advertiser (the “AdX Terms for Advertiser“) jointly with General Terms of Service incorporated herein by reference shall be deemed to be an integral part of any Insertion Order (“IO“) entered into between Adtelligent Inc., a Delaware-based US corporation registered at 16192 Coastal Hwy, Lewes, DE 19958, United States (“Company“, “we”, “us” and “Adtelligent”) and you as an advertiser (referred to here as “you” or the “Advertiser”), identified so in such IO (hereafter named as the “Parties“) having access to our Ad Exchange Service provided at https://adtelligent.com (referred to as “Ad Exchange Service”) whether as an individual user or the entity you represent.
The IO, General Terms of Service and these AdX Terms for Advertiser constitute a binding contract between Company and Advertiser and are collectively referred to herein as the “Advertising Agreement” and will be enforceable by the Parties hereto and their respective heirs, legal representatives, successors, and assigns for purposes of provision of marketing and video advertising, display advertising, and related services to Advertiser.
In the event of a conflict between these AdX Terms for Advertiser and the terms of Your IO with the Company, the latter shall prevail.
1. Adtelligent Services
1.1. Within Ad Exchange Service Advertiser trusts Adtelligent to collect statistical data for the billing based on reporting of Adtelligent’s ad server or otherwise perform and provide the access to the advertising marketplace in accordance with the terms and conditions of these AdX Terms for Advertisers.
1.2. Advertiser shall submit its advertising materials and content (“Advertiser Materials”) for Adtelligent’s approval that can be withheld solely at Adtelligent’s discretion, Adtelligent may modify Advertiser Materials upon Adtelligent’s prior written notice. Advertiser hereby represents and warrants that Advertiser Materials do not:
- contain false or misleading information;
- contain illegal information or materials and/or violate or cause to violate third parties’ rights, privileges, or contractual relationships;
- contain vulgar or pornographic items, escort services, bride catalogs of any sort, and any type of payment for sexual or romantic service, or advocate hatred, racism, or religious persecution;
- contains materials relating to gambling, gaming, and/or other activity with an entry fee and a prize, including, without limitation, casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, such as for purposes of example, virtual gaming chips or credits, or the offering of ‘penny auctions’ or auction-like activities involving a non-refundable bid or participation fee (excluding countries, where the promotion of the listed above services is legal);
- stored value cards and tokens, including, but not limited to virtual credit and payment cards. Virtual payment tokens and gift cards that are sold for less than face value;
- resellers – if you are a reseller of a product or service you must obtain the appropriate reseller certificate or permission;
- any product or service enabling consumers to circumvent locks, programming codes or security features, or geographic or IP-based restrictions, including through usage of VPN, a proxy, or anonymous user facilities, or to gain access to features, services, media, or content for which the user has not expressly paid or been authorized to access, including mobile phone and mobile device access. Replica and name-brand “knockoff” products. Stolen property. Recalled products. Satellite signal decoding products, cards, and card programming;
- any product that presents a risk to consumers’ safety, including, and not limited to any kind of weapons, ammunition, hazardous materials, combustibles, corrosives, alcoholic beverages, tobacco products, smoking mixtures or tobacco substitutes, pharmaceutical products, Illegal drugs & drug paraphernalia, prescription drugs or devices, controlled substances, unapproved drugs, unapproved medical devices, live animals, human body parts, fluids, and remains (excluding countries, where the promotion of the listed above goods is legal);
- pyramid or Ponzi schemes, matrix programs, or certain multi-level marketing programs;
- infringe or may infringe any intellectual property, privacy, or other rights of any entity or person;
- constitute malware, including, without limitation, computer viruses, worms, exploits, trojan horses, spyware, dishonest adware, crimeware, unauthorized rootkits, and other malicious and unwanted software;
- constitute software or applications that are designed to track or record a third party’s movements, computer use, mobile device use, or network behavior, record key clicks and/or logins, and are designed to do so without such party’s explicit written consent; and
- violate or may violate any applicable law or advocates illegal activity.
1.3. Advertiser hereby acknowledges and agrees that Advertiser Materials shall be subject to Adtelligent approval. Adtelligent shall have a right to reject, cancel, withdraw, or modify the Advertiser Materials for any reason and at any time during these AdX Terms for Advertiser are valid.
2.1. Advertiser hereby grants to Adtelligent the following license a non-exclusive and sub-licensable license to use, reproduce and display Advertiser Materials and any Advertiser’s trademarks or other indicia, solely in connection with Adtelligent carrying out its obligations under this AdX Terms for Advertiser, including, without limitation, providing Ad Exchange Service.
2.2. Adtelligent undertakes to invest all reasonable planning, infrastructure, and resources in respect to providing Ad Exchange Service, including, without limitation, access to different types of websites, applications, video players, smart tv, etc. operated by third parties.
3. Service Administration
3.1. By signing the specific IO each Party shall notify the other Party of the name, business address, and telephone number of its contact person. The authorized contact person of each Party shall be responsible for arranging all meetings, visits, consultations between the Parties, technical and performance matters, and the transmission and receipt of Ad Exchange Service and technical information between the Parties. The contact person shall also be responsible for receiving all notices under the Advertising Agreement and for all administrative matters such as invoices, payments, and amendments.
3.2. Notwithstanding the foregoing, nothing contained in the Advertising Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers, franchisor-franchisee, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) allow Adtelligent to create or assume any obligation on behalf of Advertiser for any purpose whatsoever.
4. Warrants and Representations
4.1. Advertiser represents and warrants to Company that:
- it has no obligations, legal or otherwise, inconsistent with the terms of these AdX Terms for Advertiser or with its undertaking a relationship with Adtelligent;
- the performance of its rights and obligations under these AdX Terms for Advertiser do not and will not violate any applicable law, rule, or regulation, including but not limited to any relevant secrecy law, privacy rights, anti-spam regulations, or any proprietary or other rights of any third party;
- it will assure, in connection with the performance of its obligations pursuant to these AdX Terms for Advertiser or arising or relating therefrom, no product, documentation, confidential information or any portion thereof, and any information relating thereto or to these AdX Terms for Advertiser, is exported, transshipped or re-exported, directly or indirectly, in violation of any applicable law and ensure that neither the products nor the documentation, underlying information or technology may be downloaded or otherwise exported or re-exported in violation of applicable embargo or export/import law, regulation or treaty;
- it has not entered into or will not enter into any agreement (whether oral or written) in conflict with these AdX Terms for Advertiser;
- it shall keep and maintain accurate books, records, reports, and Advertiser data relating to these AdX Terms for Advertiser;
- Advertiser Materials do not infringe any third-party intellectual property rights, including, without limitation, patents, trademarks, copyrights, or other proprietary rights; and
- subject to confidentiality obligations hereunder, Advertiser will promptly provide access to Advertiser’s proprietary and confidential information and records necessary for Adtelligent’s performance of its Ad Exchange Service hereunder.
4.2. The Company further represents and warrants that any website linked to Ads:
- has all rights, titles, and interest in and to the Ads that it places;
- all of the information provided by the Company to the Advertiser is correct, complete, and current.
- complies with all laws and regulations in any state or country where the Ad is displayed;
- does not breach and has not breached any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and
- is not false, misleading, defamatory, libelous, slanderous, or threatening.
4.3. Each Party, as to itself, represents and warrants to the other that its execution of this Agreement, this engagement, and the performance of these duties hereunder do not and will not violate or be a breach of any agreement with any other person.
5.1. The Company shall have the sole responsibility for the calculation of statistics (reporting). Advertiser acknowledges that statistics provided by Company are the definitive and binding measurements of Ad’s performance on any obligations provided in the Advertising Agreement, and no other measurements or usage statistics shall be accepted by Advertiser or have a bearing on the Advertising Agreement.
5.2. Adtelligent will provide Advertiser with access to the reporting interface to view records of Advertiser’s activities hereunder or send automatic reports of the agreed form on the daily basis. All statistical data, including but not limited to the number of impressions, delivered to Advertiser video advertisements during each calendar month is provided in Adtelligent’s member zone area at Adtelligent.com. Both parties shall keep and maintain complete and accurate records in sufficient detail to enable any amount payable under this Agreement to be determined.
5.3. The Company will provide Advertiser with access to reporting within 48 hours, depending on the type of Ads, to enable the Advertiser to view the impressions due to it under a given Advertising Agreement.
5.4. The impression count numbers (statistics) will be determined and adjudicated using the Company’s reporting system within ten (10) days after the end of the reporting month. The Company’s reporting system is provided within ten (10) days after the end of the reporting month or within the terms specified in the IO.
5.5. Any discrepancy of more than 2% between the Advertiser’s statistical data and Adtelligent’s data that does not result from fraud but from a technical issue not resolvable by the parties has to be discussed by the parties, and the parties agree to resolve the dispute in a 50/50 manner. If any discrepancy occurs because of reporting issues and is reported within 2 (two) business days, the discrepancy split should be discussed between both parties. The payment shall be made according to the invoice submitted by Adtelligent. Greenwich Mean Time (GMT) shall be the time period for traffic and tracking purposes.
6.1. All payments pursuant to these AdX Terms for Advertiser shall be made by Advertiser in U. S. dollars according to the invoice submitted by Adtelligent and should be drawn on a U. S. bank, or electronically to a bank account provided by Adtelligent, or by other electronic means such as PayPal.
6.2. All terms, amounts of payments, and conditions are defined in the specific IO. Payment for the Ad Exchange Service has to be made within the time period specified in the IO.
6.3. Within the time period specified in the IO from the end of the delivery month, the payment is made based on the number of impressions/clicks delivered via the Ad Exchange Service to the specified Advertiser video Ad and/or display Ad during each calendar month.
6.4. All disbursements, prices, and fees payable to Adtelligent are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future, with the sole exception of Adtelligent’s income taxes. Notwithstanding anything to the contrary herein, Advertiser shall be solely responsible for any value-added taxes collections, payments, and related registrations arising in any way out of or relating to these AdX Terms for Advertiser. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the sale from value-added, sales, or use tax liability, Advertiser will obtain and provide Adtelligent with such certificate, document, or proceeding.
7. Term, Modification and Termination
7.1. These AdX Terms for Advertiser are valid during the period of your active use of Ad Exchange Services and unless terminated earlier as set forth below, continue for the period defined in Advertising Agreement and the IO. The IO shall not be changed, modified, or amended except in writing and signed by both Parties and its term should be as specified in IO. Otherwise, the term shall commence upon execution of the IO and shall continue until terminated in writing by one of the Parties in accordance with this section herein.
7.2. This Advertising Agreement’s term will automatically renew until terminated in accordance with the provisions outlined herein. If you wish to terminate your Advertising Agreement, see the clause below.
7.3. Adtelligent hereby expressly agrees that Advertiser may terminate its Advertising Agreement upon thirty (30) day written notice for any reason, provided that Advertiser shall pay all outstanding invoices issued under its Advertising Agreement due to services rendered prior to the date of such termination (the “Termination”), and without further obligations or liabilities to Adtelligent. Advertiser acknowledges that Adtelligent would remove Advertiser’s advertising material within 48hrs from notice of such Termination. Advertiser hereby expressly agrees that Adtelligent may immediately terminate its Advertising Agreement upon written notice for any reason and without any liability to Adtelligent whatsoever.
7.4. The Parties may terminate its Advertising Agreement as provided below:
- the Parties may terminate the Advertising Agreement by mutual written consent at any time;
- Adtelligent may terminate the Advertising Agreement by giving notice to Advertiser at any time if Advertiser has breached any material representation, obligation, covenant, or warranty contained in this Advertising Agreement in any material respect and such breach remains uncured for a period of thirty (30) days after such notice,
- Advertiser may terminate the Advertising Agreement for Advertiser by giving notice to Adtelligent at any time if Adtelligent has breached any representation, obligation, covenant, or warranty contained in its Advertising Agreement and such breach remains uncured for a period of thirty (30) days after such notice; and
- each Party may terminate the Advertising Agreement for Advertiser (i) if any other Party declares insolvency or bankruptcy, (ii) if a petition is filed in any court and not dismissed in ninety (90) days to declare any other Party bankrupt or for such other Party’s reorganization under bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the rights of creditors; or (iii) if any other Party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity.
7.5. Upon the effective date of any termination of the Advertising Agreement, all legal obligations, rights, and duties arising out of its Advertising Agreement shall terminate except that: (i) Advertiser shall remain obligated to pay any balance due to Adtelligent for Ad Exchange Services provided hereunder; (ii) the confidentiality restrictions, ownership of proprietary rights provisions, and independent contractor provisions of this Advertising Agreement shall continue to apply and shall survive the termination of this Advertising Agreement as ongoing covenants between the Parties.
8. Privacy statement and data processing
8.1. According to the General Terms of Services, the Company agrees to protect your personally identifiable information as described in the Privacy Statement. Signing the IO You also hereby agree and confirm that You sign the Data processing Addendum for Advertiser incorporated herein by reference and deemed an integral part hereof.
8.2. Through Your use of the Ad Exchange Services, 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 Ad Exchange Services and has the right to use and share with third parties certain anonymized Data aggregated with other users’ information, that is not identifiable to any particular user of Ad Exchange Services. 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.
8.3. 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 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.
8.4. All the other terms and conditions regarding the data processing You can find in the Data processing Addendum for Advertiser.
16192 COASTAL HWY,
19958 United States