Terms of Service Header Bidding Management Platform

These Terms of Service for Header Bidding Management Platform (“HBMP TOS”) jointly with General Terms of Service constitute an agreement between Adtelligent Inc, a corporation located at 16192 COASTAL HWY, Lewes, County of Sussex, Delaware, 19958, United States (referred to here as the “Company”, “we”, “us” or “Adtelligent”) and you as a publisher having access to our Header Bidding Service provided at https://adtelligent.com/ (the “HB Service”) whether as an individual user or the entity you represent (referred to here as “you” or the “Publisher”).

If you use the HB Service on behalf of your company, then (i) “you” includes you and your company, and (ii) you represent and warrant that you are an authorized representative of your company.

The following HB TOS govern your use of the Header Bidding Management Platform, which is provided to you subject to your compliance with these HB TOS, General Terms of Service, and any other operating rules, policies (including, without limitation, our Privacy Statement and Data Processing Addendum for Publishers), policies and procedures that may be published from time to time on https://adtelligent.com/.

By accessing and/or using the Header Bidding Management Platform and our Header Bidding Service, you are agreeing to be bound by these HB TOS. Since these HB TOS impose certain legal obligations on you, it is important that you read them carefully. These HB TOS will be permanently accessible on the Header Bidding Management Platform, so you can access, print, download, and save these HB TOS at any time. If you do not agree to these HB TOS, you must not use the Header Bidding Management Platform. The Company legally reserves the right to suspend or deny access, at any time and without prior notice, to those Publishers who do not comply with these HB TOS.

These HB TOS are subject to change (modification) by the Company at any time, without prior notice. You are responsible for reviewing these HB TOS 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 HB TOS will not apply retroactively and will not apply to disputes or events occurring before the change is published. It is possible that during the provision of the Header Bidding Service included in the Header Bidding Management Platform, the domain name under which such Header Bidding Service is provided may be modified with prior notice. Therefore, you know and accept this possibility, while the conditions you accepted by these HB TOS remain in full force and effect.

The Header Bidding Management Platform

The Company offers innovative and transparent monetization solutions that assist Publishers power their business by generating revenue from advertisements. To help Publishers serve accurate and relevant ads, we collect and use a variety of information through the Services we offered.

The Header Bidding Management Platform (“HBMP”) is the platform based on Prebid (https://prebid.org) script through which the Company provides the self-serve advertising software used by Publishers to gain access to demand and manage their relationship with advertisers, using the following abilities but not limited to:

• Creating banners, videos, and other available ad placements, launched by Adtelligent prebid wrapper on the Publisher Property;
• Access to the reporting on all the bidders you decide to work with, access to bidding analytics;
• Ability to add a new bidder, which supports header auction for display and video or to remove the bidder;
• Automatically creating orders, line items, and creative placements within the Google Ad Manager account connected to the HBMP for You or Your customers in the account connected to the HBMP;
• ability to connect Your Ad server to the HBMP through the API; and
• other related services as stipulated herein.

Subject to the conditions hereof, Adtelligent hereby grants You a limited, non-exclusive, non-transferable, revocable, fully paid-up right to use the HBMP for Your own internal use for the purpose mentioned herein during the term of Your use of our Service due to these HB TOS.

The Service

The “HB Service”, as used in these HB TOS, includes all services that Adtelligent makes available to you, including but not limited to the followings:

• the HBMP;
• Ad Marketplace (provided according to the Terms of Service of Ad Marketplace );
• The services provided by the Adtelligent website and by software made accessible through the website or HBMP;
• All information, data, text, images, sounds, video, content, programming, and software made available through the site, HBMP or HB Service, or developed under the Adtelligent software (the “Media Content”);
• Any new features added to or augment the HB Service.

The Company reserves the right with or without notice to you at any time to change, modify or discontinue its HB Services or a portion or attribute thereof, or the offering of any information, good, content, product, or services. The Company will have no liability to you or any third party if the Company modifies or discontinue any service, feature, or aspect thereof.

The use of the HB Service is entirely voluntary and is your exclusive responsibility. You may use the HB Service only in compliance with these HB TOS and all applicable laws, rules, and regulations. In connection with your use of the HB Service, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

Access to the HB Service and the HBMP

In order to access the HBMP and get access to the HB Service, you will have to create a personalized HBMP Account (the “Account”). You must provide a valid email address and accurate and complete information during the registration procedure and you must safeguard your Account with a reliable password.

For registration purposes, we may ask you for the following information: name, surname, e-mail; we might also need Your billing address, mailing address, job title, company, phone number, skype contact, and card or banking details for payments purpose. 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.

The Company provides two types of Accounts for Publishers:

• “Free” Account set by default;
• “Paid” Account that can provide Publishers the ability to use and control additional functions. If the Publisher wishes to set up the “Paid” Account, he has to make a formal request to our Support Team at support@adtelligent.com.

By accepting these HB TOS, you acknowledge that we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the HB Services and your Account, and you may not be able to opt out from receiving them. By accepting these HB TOS, you are granting Adtelligent official permission to access your Account, profile, and other information (including messages, data, text, graphics, audio, video, or other material posted/uploaded/transmitted to or through the HB Services), solely in connection with the provision of the HB Services to you and for the purpose of granting such HB Services you apply for.

You should never use another person’s Account without permission. You are solely responsible for the activity that occurs on your Account, and you must keep access to your Account secure. You are solely responsible for safeguarding your Account, so use a strong password and limit its use to this Account. The Company assumes that anyone logging into your Account and using your login information is either you or someone logging in with your authorization. If you create the Account and provide third-party access to the HBMP and HB Services, you shall be directly responsible for the security of your data and for the actions of such person. The Company is not responsible for the actions of any third parties who have gained access to the HBMP and the HB Services from our Publishers. If there is any breach of security or unauthorized use of your Account, you must notify us immediately.

The Company will not be liable for any losses caused by any unauthorized use of your Account; however, you may be liable for the losses of the Adtelligent or its Demand Partners due to such unauthorized use. The Company may terminate a Publisher’s access to the HB Service in case of repeated breaches of security or unauthorized use of the Account or the HBMP. We also may refuse any Publisher of access to our HB Service, at our sole discretion. The HB Service is not available to the Publisher who has been denied access by the Company.

By accepting these HB TOS, You agree that Adtelligent may connect to your Google Ad Manager (the “GAM“) account with the ability to: a) create and/or modify “Advertisers” and/or “Orders” and/or “Line Items” and/or “Creatives” with regards to the Header Bidding activity (allows HBMP to perform an auction within GAM); b) create “Ad Units” (allows You to create the Ad Units from the HBMP); c) access to AdSense, Ad Exchange, Ad Server reporting (allows You to have unified reporting in the HBMP).

You are responsible for providing the necessary resources and development work to enable Your Publisher Properties to access and interact with the HBMP in cooperation with Adtelligent and in accordance with the technical integration specifications made available in the Platform. Publisher Properties may be sourced through the HBMP in accordance with the configuration settings as made and modified by You using the HBMP.

To display through the HBMP Ads sourced from external ad servers and networks, or to source through the HBMP Publisher Properties from external partners and networks, You must cooperate with Adtelligent so that the Platform 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 Publisher Properties, and (b) the HBMP to properly request, receive and track the Ads and Publisher Properties and display the Ads. You acknowledge that Ads will be displayed according to Your settings only to the extent made possible by any external ad server or network. You acknowledge that Publisher Properties will be sourced according to Your 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 Publisher Properties; (v) any third party payments or collections related to such Publisher Property, and You will transact directly with external partners and networks for such payments or collections; (vi) any third party’s website(s) or application(s) or the content therein.

Publisher Requirements

By accessing the HBMP you confirm that you are legally authorized to access to your Publisher Properties used for Ads and agree to:

• install and use Company’s JavaScript code on your Publisher Properties at all times that you publish ads through the HBMP;
• accept and confirm that Ads will be programmed to go live on your Publishers Properties automatically without your involvement (for “Free’’ Accounts only);
• accept the Company’s terms for the release of statistical information (you understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent actions and that updates of statistics are generally released, but not guaranteed for, several times a day);
• notify us via email if you wish to deactivate your Account;
• accept the Company’s terms of payment, cashouts, and the like, as described in the Account registration process on the HBMP and in these HB TOS;
• set up Company’s Ads.txt records and update them timely (mandatory for “Free” Accounts);
• warrant that all the personal data would be processed by the Publisher Properties lawfully, meaning with the form of consent required by law, informed by clear and accessible privacy notices and protecting the personal data at a level of security corresponding to the risk and security of the personal data;
• provide the Publisher Properties’ end-users with notice regarding their relationship with any third-party advertising networks;
• strictly abide by the Data Processing Addendum for Publishers, being an integral part hereof.

By accessing the HBMP Publisher undertakes not to integrate into the HBMP Publisher Properties:

1. traffic for which was generated by utilizing any of the following methods: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
2. traffic for which was generated by any fraudulent method such as robots, spiders, auto-spawning browsers, auto reloading, meta refreshes, or any other form of fraudulent and artificial traffic;
3. that contain materials that are deemed offensive or illegal in nature. This includes but is not limited to, websites promoting gambling, mp3, warez, EMU, ROM, or pornographic materials;
4. that contain any materials promoting, justifying, or supporting war and/or armed invasion by the Russian Federation and Belarus into Ukraine including a display of war/invasion symbols.

Any method that artificially generates impressions on Publisher Properties is strictly prohibited. These prohibited methods include but are not limited to: (i) repeated manual impressions; (ii) incentives to generate impressions; (iii) robots; (iv) automated impression-generating tools or other deceptive software.

During using the Services and the HBMP the Publisher undertakes not to:

1. upload, post, email, or otherwise transmit any viruses or other computer code that may interrupt, destroy, or limit the functionality of the HBMP, or interfere with the access of any user of the HBMP;
2. circumvent, disable, or otherwise interfere with any security-related features of the HBMP;
3. attempt to probe, scan or test the vulnerability of the HBMP or any Adtelligent network or system;
4. breach, impair, or circumvent any security or authentication measures relating to the HBMP;
5. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of the HBMP; or
6. encourage or instruct any other individual or organization to do any of the foregoing.

You will ensure that each of Your Publisher Properties contains: a privacy policy that discloses the usage of all and any third-party technology and data transfer; and the data collection and usage resulting from the Service; contains a valid opt-out/opt-in option (as required by the Applicable Laws of certain jurisdictions), a mechanism to obtain, with respect to the use of Adtelligent’s Service, End-Users’ prior and informed consent to the usage of third-party technology.

You will ensure that none of Your Publisher Properties infringes the intellectual property rights of any third parties. The Company reserves the right to make adjustments to the Publisher’s Collected Revenue in the event of an alleged breach of the intellectual property rights of any third parties by any of the Publisher Properties if any respective claims have been received by the Agency or its demand partners, including the right of chargeback within 90 (ninety) days after the end of the respective month.

Your Account will be monitored continuously by both the Adtelligent traffic department and various 3rd Party Fraud Track Technology. In the event Adtelligent deems an Account to be outside the 10% acceptable bounds for traffic quality, Adtelligent will terminate the Account. In the event traffic quality drops below the acceptable average of 5% for only a specific Publisher Property within an Account, Adtelligent will request that the Publisher remove such Publisher Property from their Account. Failure to do so will result in the termination of the Publisher’s access to the “Free” Account without payment or disabling the Adtelligent Marketplace for the “Paid” Account without payment.

By accepting these HB TOS, You agree that Adtelligent may connect and modify entities in Your Google Ad Manager account in order to provide You with the Service.

Access to the HBMP is subject to prior approval by Adtelligent. Adtelligent reserves the right to refuse HB Service to any new or existing Publisher, at its sole discretion if it deems the violation of these HB TOS, General Terms of Service, or Data Processing Addendum for Publishers.

Adtelligent Marketplace

Adtelligent Marketplace is a software that allows you to connect with Demand Partners integrated directly into the HBMP to place Ads on the Publisher Properties in order to earn the Collected Revenue.

Adtelligent Marketplace is a functionality provided by default to all “Free” Account holding Publishers without an option to disable it. “Paid” Accounts have the option to enable or disable it for all or specific Publisher Properties they manage.

By accepting these HB TOS Publishers agree that in case you use the Adtelligent Marketplace functionality we may provide your data to Demand Partners under no restriction.

Payments and Taxes

All payments made in connection with the use of the HBMP are made depending on the type of Account chosen by the Publisher.

“Free” Account

If the Publisher registers a “Free” Account, Collected Revenue will be paid to such Publisher by Adtelligent on a NET60 basis (within sixty (60) days after the end of each calendar month). All the bids suggested by the Adtelligent Marketplace are made in NET price so the Adtelligent fees are already included in it.

The Publisher using a “Free” Account can receive payments via PayPal or via wire transfer. The Publisher must promptly notify the Company of the mode of payment according to the Payments Settings located on the HBMP. The Company is not responsible for any service interruptions within PayPal or wire transfer service when paying the Collected Revenue to the Publishers. When the Company makes the payment using a wire transfer or PayPal, the processing and posting of funds to your account may take a few days.

According to these HB TOS the Publisher within the “Free” Account should add in his Ads.txt file all of the vendors listed under the “Marketplace” section of the HBMP. Adtelligent shall not pay the Collected Revenue to the Publisher if its Ads.txt file was not set up or upgraded according to the requirements hereof. If the Publisher fails to update the information on the Ads.txt file in a timely manner (within two (2) weeks after the corresponding update), the Company has the right to suspend the access of the Publisher’s buyers to Bids.

“Paid” Account

If the Publisher registers a “Paid” Account, it agrees to pay fees for the Services the Company provides. This payment is made each calendar month, in the amount as counted by Adtelligent using a methodology that is substantially similar to industry standards. The list of Adtelligent Services and their respective prices will depend on the scope of Services you select and will be indicated in the separate Platform Provider Agreement to be concluded by the Publisher in addition to these HB TOS.

All payments between the Company and the Publisher with a “Paid” Account are made via wire transfer according to the bank details of the Publisher provided by the latter in the Platform Provider Agreement. The Publisher is responsible for keeping updated all information provided for payment purposes (such as contact information, payment amounts, credit card numbers and expiry dates, and wire information, if applicable).

All payments are made in U.S. dollars. When the Publisher uses a currency other than U.S. dollar for each payment period, the Company updates the exchange rate statistics on the payment day. For currency conversion operations, Adtelligent uses Open Exchange Rates (https://openexchangerates.org/).

The Company assumes no obligation or responsibility for any relationship (financial or other) between you and your demand partners (if you are cooperating directly) or any other third parties related to your use of the HBMP.

Publisher agrees to hold the Company liable for payments solely to the extent proceeds have cleared from demand partners to the Company for Ads placed in accordance herewith. For sums not cleared to the Company, Publisher agrees not to hold the Company liable. Publisher understands that the Company, as an agent, has no obligations relating to such payments, either joint or several. The Company agrees to make every reasonable effort to collect and clear payment from its demand partners on a timely basis. Publisher agrees that the Company may prolong the clearance period to collect payment from the demand partner up to 180 (one hundred eighty) days after the end of the month, for which the payment should be conducted.

It should be noted that the Company makes all and any payments to the Publisher only if this Publisher has uploaded the relevant document to the system (the Form W-8BEN or the Form W-9) and has provided correct information about these payments on the HBMP. Once you file your W-9 form or W-8BEN form, the system will activate your eligibility to withdraw earnings. If the required form is not loaded by the Publisher in accordance with these HB TOS or the information provided by the Publisher is incorrect the Company should not make any payments to such Publisher.

The Form W-8BEN is a form used to confirm you’re not a U.S. taxpayer and that Adtelligent is not required to withhold taxes from your earnings. The Form W-9 is a form used to confirm you are a U.S. taxpayer.

You are responsible for all duties, tariffs, and taxes related to your use of the HB Services, except for taxes on income 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 (“Taxes”), 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. We can provide you with a certificate of exemption from the relevant taxes or equivalent information that is acceptable to the relevant tax authority, in which case you will not charge and/or levy the taxes covered by such a certificate. The Company may deduct (withhold) any Taxes that we may legally withhold from any amounts payable to you under these HB TOS, and such payment to you as reduced by such deductions or withholdings will constitute full payment to you of amounts payable hereunder. You agree to provide the Company with any forms, documents or certifications as may be required to satisfy any information reporting or withholding tax obligations with respect to any payments made under these HB TOS. Each party to these HB TOS will be responsible, as required under applicable Laws, for identifying and paying all Taxes and other governmental fees and charges (penalties, interest, and other additions thereto), imposed on that party in connection with the transactions and payments made hereunder.

Collection and Use of Information and Data

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

You may only use any data, statistics, and other information derived from using or analyzing Adtelligent’s products and services (e.g., any IO terms, information or data about placements or Ads 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 hereunder, and who is subject to these non-disclosures and use restrictions.

Suspension and Termination of Accounts

You can delete your Account at any time by providing the Company with written notice that you wish to do so.

Without limiting any other remedies available to the Company, if the Company believes that you are in breach of these HB TOS, General Terms of Service, or Data Processing Addendum for Publishers or violate intellectual property rights of third parties, the Company reserves the right to limit, suspend or terminate your access to the HB Services or/and your Account in its sole discretion with the prior notice. The Company has no obligation to provide you with any confirmations of the alleged breach.

You may unsubscribe from any further communication from the Company at any time by delivering a written notice addressed to support@adtelligent.com. You will be responsible for ensuring the delivery of the notice to the Company. You may also unsubscribe by clicking the Email Preferences link or the opt-out link in any of the Company emails. The Company has no obligation to store any data or files being part of your Account for more than one hundred and eighty (180) days after the termination of your access to the HB Services or/and your Account.

For the General Terms clauses being an integral part of these HB TOS please refer to: https://adtelligent.com/tos/