Terms of Service Adtelligent Demand Side Platform

The service listed herein is 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.

We are providing You with software for serving programmatic advertising campaigns. Our service (the “Service”) is provided through an Adtelligent Demand Side Platform via https://dsp.adtelligent.com/ (the “DSP”) that allows advertisers and agencies to purchase and manage digital advertising inventory across a variety of websites and other digital media channels.

• 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 Service for Adtelligent Demand Side Platform (the “Terms of Service for DSP”, “Terms”) contained herein is a specific chapter of an integral system of The General Terms of Service, which is incorporated herein by reference. Terms of Service for DSP govern usage and access to DSP and constitute a valid agreement between Adtelligent and all users who have access to our Service. By using all users we assume an individual user or the legal entity (referred to here as “You” or the “User”). If You are accepting these Terms of Service for DSP and using our Service on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so and have the authority to bind such entity to these Terms of Service for DSP, in which case the words “You” and “Your” as used in these Terms of Service for DSP shall refer to such entity.

By getting acquainted and accepting these Terms of Service for DSP and using Our Service, You acknowledge and understand that You should comply with the provisions set in the General Terms of Service as well as these Terms.

Your consent on these Terms of Service for DSP as well as other documents being an integral part hereto and procedures that may be published from time to time on the DSP is a prerequisite for the provision of our Service in full or partly. Since these Terms of Service for DSP impose certain legal obligations on You, you must read them carefully. These Terms of Service for DSP will be permanently accessible on the DSP, so You can access, print, download, and save them at any time. Please read these documents carefully before You start using our Service, as they will apply to and define Your use. Adtelligent legally reserves the right to suspend or deny access, at any time and without prior notice, to those Users who do not comply with these Terms of Service for DSP and the General Terms of Service.

As a precondition for using Service, You affirm that You are either more than eighteen (18) years of age and are fully able and competent to enter into agreements, obligations, affirmations, representations, and warranties set forth in these Terms of Service for DSP and General Terms of Service, and to abide by and comply with these Terms of Service for DSP and General Terms of Service. If You are underage, please DO NOT use our Service. In case of Adtelligent discovers a registered User, who is underage, the access to the Service for such User will be immediately suspended and all the data related to their Account(s) will be immediately and irreversibly erased.

The use of the Service is entirely voluntary and is the exclusive responsibility of the User. You may use the Service only in compliance with these Terms of Service for DSP, other documents being an integral part hereto, and all applicable laws, rules, and regulations.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE FOR DSP, YOU MUST NOT PROCEED TO USE THE SERVICE.

These Terms of Service for DSP are subject to change (modification) by Adtelligent at any time, with or without prior notice. You are responsible for reviewing these Terms of Service for DSP 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 Service for DSP 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 Service, the domain name under which such Service is provided may be modified with prior notice. Therefore, You know and accept this possibility, while the conditions accepted by You in these Terms of Service for DSP remain in full force and effect.

Definitions

The following terms are used in this Terms of Service for DSP according to the definitions set below:

“Advertising Campaign” means a series of advertisement messages that share a single idea and theme which make up an integrated marketing communication.

“Deliverables” means the Inventory delivered by Publisher (e.g., impressions, clicks, or other desired actions).

“Insertion Order”, or “IO” means an agreement between You and the Publisher to run an Advertising Campaign.

“Inventory” means elements of a website, mobile, or application, designated for Your purchase through the Service for placement of Ads.

“Inventory Data” means information regarding Inventory availability, volume, and pricing.

“Transaction” means Your purchase of Inventory via the Service.

General Provisions

Subject to your compliance with these Terms of Service for DSP, including the activities’ restrictions listed below, Adtelligent hereby grants to you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferable, and non-exclusive license to use the software provided to you as part of the Service solely for the purpose of Your own business development.

Our Service is protected by copyright, trademark, and treaties around the world. Nothing in these Terms of Service for DSP gives you a right to use our name or any of the Adtelligent trademarks, logos, domain names, and other distinctive features. All rights reserved. You should respect the industrial and intellectual property rights of the Company and third parties.

Adtelligent is committed to providing You with all necessary DSP functions and features needed for Advertising Campaign delivery:

• Finding suitable advertising slots, purchasing and displaying ads on the Inventory;
• An opportunity to take part in online auctions;
• Storing the creatives at ad servers;
• An opportunity to receive custom bidder;
• Access to the predictive algorithm that analyzes real-time data from managed and programmatic demand in conjunction with historical data;
• Measurement and attribution of the performance results with system analytics.

Access and Use

To use Our Service, You may be required to create an account within the DSP (“Account”). You agree to provide us with accurate, complete, and updated information for your Account. You can access, edit, and update Your Account via the account settings on the DSP. You are solely responsible for any activity on Your Account and for maintaining the confidentiality and security of Your password. We are not liable for any acts or omissions by You in connection with Your Account. You must immediately notify us at legal@adtelligent.com if You know, or have any reason to suspect that Your Account or password have been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of Your Account.

When You create an Account, we will ask You for the following Personal Data: name, surname, e-mail, billing address, mailing address, job title, your company, phone number, skype contact, and banking details. This data is requested to verify your identity. This data is transmitted via a secure encrypted server using Transport Layer Security (TLS) encryption, more commonly known as HTTPS, the approved industry standard. We may use your Personal Data to contact You for account purposes. For more information about Your Personal Data processing, please visit Our Privacy Statement here.

Content of Ads

By using our DSP, You acknowledge and agree that the Ads You providing may not:

• violate intellectual property rights including but not limited to the copyright, trademark, privacy, and publicity rights, or other personal or proprietary rights of third parties;
• contain any defamatory, libelous, or slanderous material;
• be unlawful, tortious, threatening, harmful, harassing, abusive, pornographic, sexually explicit, obscene, patently offensive, or otherwise promote racism, illegal activity, bigotry, hatred, or physical harm of any kind;
• be intentionally false, misleading, deceptive, untrue, or fraudulent;
• violate the rights of third parties and/or violate any applicable legislation or terms of use;
• contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s data, distribute adware, spyware, or viruses;
• contain information or images that violate ethical, humanistic, and moral norms, neglect the rules of decency;
• contain information or a call for action that may lead to a violation of the law, cause or may cause harm to people’s health and/or life and/or the environment, as well as cause neglect of security measures;
• be targeted to the countries subject to U.S. trade sanctions and other, intentionally obscure or falsify the source of the Inventory or artificially inflate the volume of such Inventory in any way;
• violate any of Adtelligent’s standard published policies and terms (available at www.adtelligent.com) and all Applicable Laws.

For more details about Ad materials requirements, please visit Our Ad Creative Policy here.

To have access to Our Service You must have a license or otherwise have the authority to display Ads for the purpose of promoting or marketing.

You agree that before You can start running the Advertising Campaign and use the features of Our DSP, You have to get approval from Adtelligent. We reserve the right to check Users’ Ads and verify if they meet current Ads requirements. You should ensure the Ad you providing strictly corresponds to the requirements specified for it, as well as that it meets necessary requirements and complies with the basic policies of IAB, which are incorporated here by reference, to increase the chances for successful Ad approval.

Please notice that Adtelligent will monitor the Ads and verify if they comply with these Terms and the General Terms of Service and meet Ads submission requirements. It applies both to the newly submitted Ads and the Ads that are already running on the DSP. In case We reveal Ads do not comply with or violate regulations in any possible way, we reserve the right to remove them and suspend or delete Your Account altogether.

Restriction on Use

By using our Service, You are prohibited to make any use or disclosure of the Service or the information relating to the functioning of Service provided to You (“Documentation”). Without limiting the foregoing, except as expressly permitted under these Terms and Applicable Laws, You shall not:

• reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, object code, underlying structures, algorithms, ideas, know-how, or any other information of or related to the Service and/or the DSP;
• modify, translate, adapt, or create derivative works based on the Service and/or the DSP and/or the Documentation;
• copy, resell, distribute, or sublicense to otherwise make available the Service and/or the DSP and/or the Documentation;
• remove or modify any proprietary marking or restrictive legends placed on the Service and/or the DSP and/or the Documentation;
• introduce into the Service any software, virus, worm, “back door,” Trojan Horse, or similarly harmful code and programs;
• attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules, or other data provided by or obtained from Adtelligent that allows Adtelligent to measure ad performance and provide the Service;
• pass any Personal Data to Adtelligent or otherwise associate a cookie, web beacon, or another mechanism with Personal Data without explicit prior consent from the End-User or in violation of Applicable Laws;
• use the Service to target Ads to users or sites directed at children under the age of 13 years or use the Service in a manner that could violate the Children’s Online Privacy Protection Act or similar Applicable Laws in other jurisdictions;
• use the Service to target Ads to users or sites generally accepted as “sensitive” pursuant to advertising guidelines and laws.

In case of violation of the foregoing provisions, Adtelligent reserves the right, in its sole discretion, to deny Your access to the Service, without notice, and to remove any Ad that does not adhere to these Terms or Applicable Laws.

Purchase and Payment Arrangements

Our DSP allows Users to bid per impression or per click. When you make a Bid, a programmatic algorithm offers the supply side to purchase an Inventory. When the offer is accepted on the supply side, it means the Inventory purchase was confirmed. After the acceptance of a bid by the supply side, Inventory purchase can’t be canceled. You can generate reports in real-time right in the Adtelligent platforms’ dashboards in order to analyze purchases made for a certain period. Statistics and analytical data represented within the platforms are eligible sources of information and will prevail in relevance over all other outer sources of statistics.

By using Our Service, You acknowledge and agree that You shall work under the full prepayment model for the DSP usage in accordance with invoices received from Us. All payments through Our DSP are should be carried out in USD.

You are responsible for providing correct and valid information during each payment. We recommend You verify and double-check the information such as payment sum, credit card number, expiry date, as well as wire information during each transaction.

The third-party providers are responsible for payment execution between You and Adtelligent. Thus, no guarantees are made regarding the time it takes for the funds to be transmitted to Your account. As for credit card holders, the funds are usually transmitted immediately to the account. For PayPal or wire users, processing may take longer (up to a few days).

Please note that for your first Advertising Campaign, You are recommended to make a mandatory minimum deposit of USD 500 (five hundred). After that, you have to deposit at least USD 500 (five hundred) every time your account gets refilled.

The Collected Revenue for all Deliverables made will be acknowledged upon completion of the first month’s delivery or within thirty (30) days of completion of the Insertion Order or other agreement, whichever is earlier.

You are responsible for all duties, rates, and taxes related to Your use of the Service, except income taxes paid or payable by the Company. You may charge, and We will pay the appropriate national, state, or local taxes or value-added taxes that You are legally obligated to charge, provided that such taxes are stated separately in the original invoice that You provide us and this invoice meets the requirements for a valid tax invoice.

In case of inactivity of Your Account after the period of Your active DSP usage, which means no ad purchasing took place, no account refills were made, or no logins to your account were detected, for more than 6 months, Your Account will be closed and Your balance will be set to USD 0 (inactive fee). Adtelligent is not obliged to notify You about the inactive fee and the Account deletion.

For Our new Users who haven’t used DSP yet, for the period of inactivity of more than 3 months (after you deposited your first payment) Your Account will be closed and your balance will be set to USD 0 (inactive fee).

In case of inactivity or deletion of your Account, caused by cases regarding inactive fees, Adtelligent provides no refunds to the demand parties. For more information about refunds and cancellations, please get acquainted with Our Cancellation & Refund Policy, incorporated here by reference.

Data and Privacy

We are committed to protecting your privacy. For providing Service We are gathering Personal Data from You (including Your internal users); Your End-Users who interact with You on their cookie profiles on advertising platforms with full compliance with all Applicable Laws. The collection and use of Your and End-User’s Personal Data are governed by Privacy Statement and data processing addendums we enter into with respect to proper data transfers.

Authorized employees within Adtelligent on a need-to-know basis only use any information collected from individuals. We constantly review our systems and data to ensure the best possible service to you. There are specific offenses for unauthorized actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible.

By accepting these Terms of Service for DSP You grant Adtelligent the right to use and disclose Your Data:

• as anonymized, aggregate statistical information, which cannot directly be associated with You or any End-User;
• to provide, operate, manage, maintain, and enhance the Service (including disclosing Your certain Data, necessary for the operation of the Service, and purchase of Inventory;
• to enforce Your rights under these Terms of Service for DSP;
• if and as required by any court order, law, or governmental or regulatory agency (after, if permitted, giving You reasonable notice); and
• in compliance with Applicable Laws.

You hereby agree to use Inventory Data solely to Bid on Inventory and deliver the Ad, without using any Inventory Data to:

• segment End-Users, retarget Ads, or create or supplement profiles that relate to any individual End-User;
• subsequently purchase access to that audience using the Service;
• combine, correlate, or merge Inventory Data with any Personal Data or links to personally-identifiable data;
• disclose Inventory Data to any other party or use such data for the benefit of any other party.

In case of Your request, Adtelligent will make all of Your Personal Data available to You for electronic retrieval within 30 (thirty) days.

Service Disclaimer

YOU UNDERSTAND AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR THE OUTCOME OF YOUR ADVERTISING CAMPAIGN IN ANY REGARD: REVENUE, ENGAGEMENT, ANTICIPATED BENEFITS, ETC. THE COMPANY HAS THE RIGHT TO TEMPORARILY SUSPEND THE PROVISION OF SERVICE FOR TECHNICAL, ADMINISTRATIVE, OR OTHER REASONS THAT IMPEDE THE PROVISION OF SERVICE WHILE ELIMINATING SUCH REASONS.

ADTELLIGENT DOES NOT PROVIDE ANY GUARANTEES CONSIDERING LEVELS, POSITIONING, TIMING, AND OTHER CHARACTERISTICS OF CTR, COST PER IMPRESSION, AVAILABILITY, VOLUMES OF IMPRESSIONS, USERS’ REACTIONS TO YOUR ADS AND RELATED ACTIONS, CONVERSION VOLUME, DATA RELEVANCE, YOUR AD POSITIONING AND ADJACENCY TO OTHER ADS.

In addition to these provisions related to the usage of Our Service stated above, please visit our General Terms of Services here for more information. If you have any questions or concerns about these Terms, please contact us at: legal@adtelligent.com