Terms of Service Header Bidding Platform

Instead of “General Words”

These Terms of Service (“TOS” or “Terms”) are an agreement between Adtelligent incorporated company, located at 16192 COASTAL HWY, Lewes, County of Sussex, Delaware, 19958, United States (referred to here as the “Company”, “we”, “us” or “Adtelligent”) and all users who have access to our services provided at https://adtelligent.com/ (the “Platform”) whether as an individual user or the entity you represent (referred to here as “you” or the “user”).

The following Terms govern the use of the services mentioned on the Platform and defined below, which are provided to you subject to your compliance with these terms and conditions and any other operating rules, policies (including, without limitation, our Privacy Policy), and procedures that may be published from time to time on the Platform.

By accessing and/or using the Platform and our services, you are agreeing to be bound by the terms and conditions of these TOS. Since these Terms impose certain legal obligations on you, it is important that you read them carefully. These TOS will be permanently accessible on the Platform, so you can access, print, download and save these Terms at any time. If you do not agree to these Terms, you must not use the Platform. The Company 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.

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

Compliance: As a precondition for using the Platform and Company services you affirm that you are either more than eighteen (18) years of age and are fully able and competent to enter into terms, conditions, obligations, affirmations, representations, and warranties set forth in these TOS, and to abide by and comply with these TOS. If you are under 18 years of age, then please DO NOT use the Platform and our services. If you are accepting these Terms and using our services 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, in which case the words “you” and “your” as used in these Terms shall refer to such entity.

1. Services

The “Services”, as used in these TOS, includes all services that the Company makes available to you, including but not limited to the following:

• The Header Bidding Management Platform;
• Adtelligent Marketplace;
• The services provided by the Company website and by the Company software made available through the Platform;
• All information, data, text, images, sounds, video, content, programming and software made available through the Platform or Services, or developed under the Company software (collectively referred to as the “Content”);
• Any new features added to or augmenting the Services.

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

All Services are protected by copyright, trademark, and other laws of the State of Delaware. Nothing in these Terms gives you a right to use the Company name or any of the Adtelligent trademarks, logos, domain names, and other distinctive Company features. Any feedback, comments, or suggestions you may provide regarding the Company or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

2. The Header Bidding Management Platform

The Company offering innovative and transparent monetization solutions that assists 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 (the “HBMP”) is the platform based on Prebid (https://prebid.org) script through which the Company provides the self-serve advertising software used by publishers (the “Publisher”) to gain access to demand and manage their relationship with advertisers, using following abilities but not limited to:

• Creating banner, video and other available ad placements, launched by Adtelligent prebid wrapper on the user property;
• Access to the reporting on all the bidders you decide to work with, access to bidding analytics;
• Ability to add new bidder, which supports header auction for display and video or to remove the bidder;
• Automatically creating orders, line items, creative placements within the Google Ad Manager account connected to the HBMP.

The term “Publisher” referred to any HBMP user (individual or entity) who accepts the terms and conditions of these TOS and to whom the Company provides the HBMP to maximize their inventory through programmatic advertising, linking them with the highest paying demand source for each impression.

3. Personalized Account

In order to access the HBMP, you will have to create a personalized HBMP Account (the “Account”). You must provide a valid email address, accurate and complete information during the registration procedure and you must safeguard your Account by the password.
The Company provides two types of Accounts for Publishers:

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

You should never use other 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 permission. If you create the “Publisher” Account and provide third-party access to the HBMP, you are directly responsible for the security of your data and for the actions of this user. The Company is not responsible for the actions of a third parties who have gained access to the HBMP from our Publishers. If there be 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 Company or others due to such unauthorized use. The Company may terminate a Publisher’s access to the Services if, under appropriate circumstances, there are repeated breaches of security or unauthorized use with your Account. We also may refuse in provision of our Services to any Publisher, at our sole discretion. The Services is not available to the Publisher who has been removed by the Company. If you open the Account 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.

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

4. Publisher Requirements

By accessing the Platform, you affirm that you are legally authorized to access to your websites used for advertising and agree to:

• Install and use Company’s Java Script code on your website at all times that you publish ads through the Platform;
• Accept the fact that advertisements will be programmed to go live on your website automatically without your involvement (for “Free’’ Accounts only)
• Accept Company’s terms for 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 Company’s terms of payment, cash outs, and the like, as described in the Account registration process on the Platform and in these TOS;
• The Publisher agrees to set up Company’s Ads.txt records and update them timely (for “Free” Accounts only)
• Membership in the Platform is subject to prior approval by Adtelligent. Adtelligent reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause.
• Warrant that personal data would be processed lawfully, meaning with the form of consent required by law, informed by clear and accessible privacy policies and protecting the personal data at a level of security corresponding to the risk and security of the personal data. Adtelligent also expects its Publishers to provide their users with notice regarding their relationship with any third party advertising networks.
• Do not integrate into the Platform websites, 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;
• Do not integrate into the Platform websites, 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;
• Do not integrate into the Platform websites 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;

5. Account types and Payments

All payments made in connection with the use of the HBMP are made depending on the type of the Account chosen by the Publisher. There are two types of the HBMP users and two payment methods:

“Free” Account

If the Publisher selects a “Free” Account, all payments will be made on Net 60 basis. In accordance with this system, sixty (60) days after the end of each calendar month, Adtelligent pays the Publisher his Collected Revenue. All the bids suggested by Adtelligent Marketplace are made in NET price so the fees are already included in it.

It should be noted that the Company makes 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. The Form W-8BEN is a form used to confirm you’re not the U.S. taxpayer and that Adtelligent is not required to withhold taxes from your earnings. Once you file your Form W-8BEN, the system will activate your eligibility to withdraw earnings. The Form W-9 is a form used to confirm you are the U.S. taxpayers and in order Adtelligent send you payments, we need a filled out W-9 tax form. Once you file your W-9 Form, the system will activate your eligibility to withdraw earnings. If the required form is not loaded by the Publisher in accordance with these Terms or the information provided by the Publisher is incorrect the Company is not responsible for these Publisher actions and therefore does not make payments.

The Publisher using a “Free” Account has only two ways to get payments from the Company:

• Through the PayPal Service;
• Through the Wire Transfer Service.

The Publisher must promptly notify the Company which payment system he uses according to the terms of the Payments Settings located on the HBMP. If the Publisher got some problems with the PayPal Service or Wire Transfer Service, the Company does not responsible for service issues regarding payments. It should be noted that if the Company sends the payment using Wire Transfer Service or PayPal Service, the processing and posting of funds to your account may take a few days.

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.

By using the HBMP and creating “Free” Account the Publisher agrees to set up Ads.txt file and update it timely. According to our Terms the Publisher should add in his Ads.txt file all of the vendors listed under “Marketplace” section of the Platform. Adtelligent is liable not to pay the Publisher if Ads.txt file was not implemented or upgraded according to the Company’s instructions. This is explained by the vital functionality for the proper operation of HBMP. If the Publisher fails to update the information on the Ads.txt file in a timely manner (within 2 weeks after the corresponding update), the Company has the right to suspend the access of Publisher’s buyers to take part in the auction.

“Paid” Account

If the Publisher selects a “Paid” Account, he agrees to pay Adtelligent the Services fees as a payment 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.

All payments between the Company and the Publisher are made by transferring the payments on the bank details, which the Publisher and the Company indicate in the Platform Provider Agreement concluded between them. You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, payment amounts, credit card numbers and expiry dates, and wire information, if applicable).

All such 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/).

6. Adtelligent Marketplace

Adtelligent Marketplace (“AMP”) is a program that allows you to connect with Marketplace Buyers integrated directly into Adtelligent Platform to place Programmatic Ads on the sites in order to earn advertising fees. “Marketplace Buyers” means a third party vendors who purchases advertising inventory on the sites through AMP.

AMP is a functionality provided by default to all “Free” Publishers without the ability to disable it. “Paid” Accounts are offered with this functionality by the Company account managers and have an ability to enable and disable it for all or specific properties they manage.

“Free” Accounts: Accepting these Terms, you agree that your data that we may provide to AMP Buyers will be provided under no restriction.

“Paid” Accounts: Accepting AMP, you agree that your data that we may provide to AMP Buyers will be provided under no restriction.

Any method that artificially generates impressions is strictly prohibited. These prohibited methods include but are not limited to:

• Repeated manual impressions;
• Incentives to generate impressions;
• Using robots;
• Automated impression generating tools or other deceptive software.

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

7. Taxes

You are responsible for all duties, tariffs and taxes related to your use of the 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 TOS, and such payment to you as reduced by such deductions or withholdings will constitute full payment to you of amounts payable under these Terms. 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 TOS. Each party of these 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 under these Terms.

8. Privacy Policy

The Company agrees to protect your personal information as described in the Privacy Policy published on the Platform. Please read our Privacy Policy carefully for information on how the Company collects, uses and discloses your personally identifiable information. The Privacy Policy is incorporated here by reference and made a part of these TOS. Thus, by agreeing to these Terms, you agree that your presence on the Platform and use of the Services are governed by the Privacy Policy in effect at the time of your use. You also agree that the Company can export your information to any country as operationally necessary, even if that country’s privacy laws are weaker or different from the privacy laws of your country and that the Company can use and transfer your personal information to the extent provided in the Privacy Policy.

9. Intellectual Property

The Platform and our Services are protected by copyright laws and treaties around the world. All rights reserved. You should respect the industrial and intellectual property rights of the Company and third parties.

Adtelligent INC logo, www.adtelligent.com, and other marks, graphics, logos, scripts, page headers, and sounds are and remain trademarks of the Company. None of the Company trademarks may be copied, imitated, used, downloaded, or otherwise reproduced without our prior written permission.

You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of Adtelligent and / or its licensors, and is protected by applicable intellectual property and other laws. It’s prohibited to use any part of information, the Content or material on the Platform for commercial purposes without obtaining a license to do so from the Company or its licensors. If you use, copy or download any part of the Platform in breach of these Terms, your right to use the Platform and our Services will cease immediately.

Using the HBMP the Publisher doesn’t have, nor will it claim, any right, title or interest. The Publisher is granted no license to the trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by the Company and made available to the Publisher in any manner. You should immediately inform the Company, through any of the contact ways referred to in these Terms, of any violation of intellectual or industrial property rights you may be aware of, and fully cooperate in the defense of such rights.

Accepting these Terms you grant to the Company the permission to identify you as a “user”/ the “Publisher”/ ”client”. This includes the ability to use your name, trade name and trademark (if applicable) and describe your business in Company’s marketing materials and on our Platform, but only with a prior notice and written agreement from you.

10. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY AND RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM CAUSED BY YOUR ACCESS OR USE OF THE SERVICES OR ANY CONTENT; (III) THE DELETION OF, OR THE FAILURE TO TRANSMIT ANY DATA, CONTENT AND OTHER COMMUNICATIONS SUPPORTED BY THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY THE COMPANY, ITS EMPLOYEES OR OTHER REPRESENTATIVES CONSTITUTE A WARRANTY.

11. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (V) INACCURACIES, MISTAKES OR ERRORS OF THE CONTENT; (VI) ANY BUGS VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED THOUGH THE SERVICES BY A THIRD PARTY; OR (VII) ANY OTHER MATTERS RELATING TO THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER ADTELLIGENT, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS, WILL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.

IF FOR ANY REASON THIS LIMITATION OF LIABILITY IS DEEMED ILLEGAL, UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY WILL NOT EXCEED THE AMOUNT OF FIFTY UNITED STATES DOLLARS ($50).

12. Force majeure

In addition to applicable disclaimers stated above, Adtelligent’ performance under these TOS is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including of any government, war or other hostility, civil disorder, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.

13. Indemnification

You hereby agree, at your own expense and by own efforts, to indemnify, defend and hold harmless the Company, its employees, consultants, agents, and representatives from any losses, damages, claims, alleged claims, suits, action, or administrative procedures, arising from or related to your use the Services or access to them, or your violation of these Terms.

14. Suspension and Termination

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 TOS or violate intellectual property rights of third parties, the Company reserves the right to limit, suspend or terminate your access to the Services or/and your Account in its sole discretion with the prior notice. The Company is not obligated to provide you the reason for its actions.

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 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 will not be obligated to store any data or files more than one hundred and eighty (180) days after termination of your access to the Services.

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

15. Governing Law

These Terms and any disputes arise between you and Adtelligent be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principals of conflicts of law and specifically excluding from application to these TOS the law known as the United Nations Convention on Contracts for the International Sale of Goods.

All disputes related to these Terms or the Services will be brought and reviewed solely in the federal or state courts located in Delaware, United States.

If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any actions related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, by the laws of the State of Delaware (excluding choice of the law).

You agree that regardless of any statute or law to the contrary, any claim or cause of action related of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose.

A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject

to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Assignment and Severability

Adtelligent may transfer or assign these Terms or any rights, obligations and licenses these Terms grant, in the whole or in the part, to any person or entity at any time, and is not required to provide you with notice of such assignment. You may not transfer or assign any rights or obligations you have under these Terms without Adtelligent’ prior written permission and any unauthorized assignment and delegation by you is void.

The invalidity or unenforceability of any provision of these Terms does not affect the validity or enforceability of any other provisions of these Terms, and any such invalid or unenforceable provision is deemed to be severable. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, such provision will be eliminated and the other provisions of these Terms remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision.

The Company’s failure to enforce any right or provision of these TOS will not be deemed a waiver of such right or provision.