General Terms of Services

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

We are providing You with software for serving programmatic advertising campaigns. Our services (the “Services”) are provided through our Internet-accessible intermediation platform – demand pathway optimization solutions that return transparency, control, and margin to advertisers.

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 General Terms of Service (referred to as the “General Terms of Service”) contained herein, including its specific chapter for the Service provided via https://clicknetic.media below, constitute a valid agreement between Adtelligent and all users who have access to our Services whether as an individual user or the legal entity (referred to here as “You” or the “User”) and govern Your use and access to our Demand-Side Platform (“DSP”) as a service.

The User consent on these General Terms of Service 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 Services in full or partly. Since these General Terms of Service impose certain legal obligations on You, you must read them carefully. These General Terms of Service 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 Services, as they will apply to and define Your use. Adtelligent Inc. 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 General Terms of Service or any part hereof.

As a precondition for using the DSP and Services, 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 General Terms of Service, and to abide by and comply with these General Terms of Service. If You are underage, please DO NOT use the DSP and our Services. In case of Adtelligent Inc. discovers a registered User, who is underage, the access to the Services for such User will be immediately suspended, and all the data related to their Account(s) will be immediately and irreversibly erased.

The DSP Adtelligent provides You with its payable Services, and You hereby agree to make all the payments that are set out in the specific chapter below and with respect to provisions of Our Cancellation & Refund Policy, incorporated here in by reference.

If You are accepting these General Terms of Service 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 General Terms of Service, in which case the words “You” and “Your” as used in these General Terms of Service shall refer to such entity.

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 General Terms of Service and all applicable laws, rules, and regulations.

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

These General Terms of Service are subject to change (modification) by Adtelligent Inc. at any time, with or without prior notice. You are responsible for reviewing these General Terms of Service and respective parts hereof 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 General Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the changes are published. It is possible that during the provision of Services included in the DSP, the domain name under which such Services are provided may be modified with prior notice. Therefore, You know and accept this possibility while the conditions accepted by You in these General Terms of Service remain in full force and effect.

Definitions

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

“Account” means a personal account of the User within our DSP registered according to the procedure specified herein in order to gain access to the Services.

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

“Ad” means advertising content which includes, but is not limited to, video advertisements, display advertisements, advertorials, and sponsorships that are placed on Publisher Properties for marketing purposes.

“Content” means any Ads, materials that are intended to be displayed (graphics or audio), and all actual content that will eventually be displayed by means of the DSP.

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

“Fees” means the fees to be paid to Adtelligent for the Services.

“Intellectual Property” includes trade secrets, copyrights, trademarks, patents, logos, service marks, inventions, technology, Confidential Information, and other proprietary materials.

“Interactive Advertising Bureau”, “IAB” means an advertising business organization that develops industry standards, conducts research and provides legal support for the online advertising industry.  

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

“Personal Data” shall have the meaning of this term or any similar term (such as “personal information” or “personally identifiable information”) under the relevant applicable privacy or data protection laws, or where no such laws apply, shall mean any information that by itself or when combined with other information (such as name, address, telephone number, email address, precise geo-location, financial account number, and government-issued identification number) can be used to identify a specific natural person.

“Users” means any Adtelligent customers, agencies, or advertisers that use Adtelligent Services.

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

REGISTRATION, PASSWORD, AND SECURITY

Whenever You provide us with information on our DSP, You agree to (a) provide true, accurate, current, and complete information and (b) maintain and promptly update such information to keep it true, accurate, current, and complete. If You provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current, or incomplete, Adtelligent may, without notice, suspend or terminate Your access to our DSP and refuse any and all current or future use of our Services (or any portion thereof). By entering these Terms of Service, You are confirming that You are able to form legally binding contracts. If You are creating a personal account on behalf of another entity, You are also confirming that: You hold a legal capacity to enter into an agreement on behalf of the company You represent and create a binding obligation of any entity that You represent.

If our DSP or Services requires You to register or open an Account, You may also be asked to choose a password and a username. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for maintaining the confidentiality of the password and Account, and You are fully responsible for all activities that occur under your Account identification. We assume 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 Account and provide third-party access to the Services, you are directly responsible for the security of Your data and for the actions performed under such access. Adtelligent is not responsible for the actions of third parties who have gained access to the Services from our User’s Accounts.

If there is any breach of security or unauthorized use of Your Account, You must notify us immediately. Without limiting any rights which Adtelligent may otherwise have, Adtelligent reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the DSP and Your Account, including, without limitation, terminating or suspending Your Account, changing Your password, or requesting additional information to authorize transactions on Your Account. Notwithstanding the above, Adtelligent may rely on the authority of anyone accessing Your Account or using Your password, and in no event and under no circumstances shall Adtelligent be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Adtelligent under this provision, (ii) any compromise of the confidentiality of Your Account or password, and (iii) any unauthorized access to Your Account or use of Your password. You may not use anyone else’s Account at any time without the permission of the Account holder.

The security of your personally identifying information is important to us. While there is no such thing as “perfect security” on the Internet, we will take all reasonable steps to help ensure the safety of Your personally identifying information. However, You understand and agree that such steps do not completely guarantee that Your use of our DSP is invulnerable to all and any security breaches and that Adtelligent makes no warranty, guarantee, or representation that Your use of our DSP is totally protected from viruses, security threats or other vulnerabilities.

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

Demand-Side Platform Service

Subject to your compliance with these Terms of Service, 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 General Terms of Service 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;
• Access to the Adtelligent Ad Marketplace;
• Measurement and attribution of the performance results with system analytics.

To use DSP Service, You are required to create an account within the DSP (“Account”). You agree to provide us with accurate, complete, and updated information for your Account, as mentioned above. 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@clicknetic.media if You know or have any reason to suspect that Your Account or password has been stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of Your Account.

We may require you to confirm additional information through email verification or copies of documents that confirm Your identity. By using the Website and DSP, You allow Adtelligent to:

• Make requests in order to validate the data regarding Your identity or other information;
• Receive additional information concerning Your identity, corporation or other entity You represent.

The User is responsible for providing valid and relevant data. In case important information or any part of it changes You need to inform the Company as soon as possible and provide the new, relevant information.

RESTRICTIONS ON USE

By using our Service, You are prohibited from making any use or disclosure of the Service or the information relating to the functioning of the Service provided to You (“Documentation”).  Without limiting the foregoing, except as expressly permitted under these General Terms of Service 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 General Terms of Service or Applicable Laws.

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

CONTENT OF ADS

You are obligated to the terms of a specific Ad Creative Policy of the Company for the purpose of getting DSP service, and no advertising materials or landing pages should include any content that violates the current Ad Creative Policy. According to the mentioned and described below, You also understand and agree by using the DSP You agree that the Ads You are 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, libellous, 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 https://clicknetic.media/) and all Applicable Laws.

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.

Please notice that Adtelligent will monitor the Ads and verify if they comply with these 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.

PURCHASE & 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 purchases can’t be cancelled. You can generate reports in real-time right in the Adtelligent platform’ dashboards in order to analyze purchases made for a certain period. Statistics and analytical data represented within the DSP 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 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 (six) 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 (three) 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.

No refunds are provided to the demand parties in case of deletion / inactivity or other actions with the Account.

You are responsible for all duties, tariffs and taxes related to Your use of the DSP, 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, 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.

Suspension and Termination

Adtelligent reserves the right to delete or suspend Your Account in case You violate or breach these General Terms of Service. If Your Account has been terminated, You have to instantly delete all downloadable files that You derived from our Website and DSP and stop accessing Our Services.

In the event, Adtelligent terminates or suspends Your Account, the execution of it comes immediately. If Adtelligent notices that You run another Account on our Website and/or DSP, We may terminate this related Account instantly, too, with no refund.

All the other terms concerning termination and Services suspensions mentioned in this General Terms of Service are applicable also.

Privacy STATEMENT and data processing

The Company agrees to protect your personally identifiable information as described in the Privacy Statement available on the DSP. Please read our Privacy Statement carefully for information on how the Company collects, uses, processes, and discloses your personally identifiable information. The Privacy Statement is incorporated here by reference.

We are committed to protecting your privacy. 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 offences 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

Adtelligent processes Personal Data provided by Users and End-Users for the purposes described in its Privacy Statement, available at https://clicknetic.media/privacy-policy/  . The Privacy Statement does not apply to your Content. User shall inform its employees, End-Users, and other third parties of such possible processing of their Personal Data by Adtelligent and shall provide them with all information necessary in order to ensure that Adtelligent complies with its notice obligations under applicable data protection and privacy laws.

By accepting these General Terms of Service and using our 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 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.

Along with this General Terms of Service, you agree to the Data Processing Addendum for Advertisers, incorporated herein by reference and applied to all and any data transfers resulting from Your use of the DSP and Services provided by Adtelligent.

Intellectual Property

The DSP and our Services are protected by copyright, trademark, and treaties around the world. Nothing in these General Terms of Service 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 INC logo, https://clicknetic.media/, 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 the information, the Content, or material on the DSP 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 DSP in breach of these General Terms of Service, your right to use the DSP and our Services will cease immediately.

Using the DSP, You don’t have, nor will You claim any right, title, or interest. You are 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 You in any manner.

You should immediately inform the Company, through any of the contact ways referred to in these General Terms of Service, of any violation of intellectual or industrial property rights you may be aware of and fully cooperate in the defence of such rights.

Accepting these General Terms of Service you grant the Company the permission to identify You as a “User” and ”Advertiser” as well. 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 DSP, but only with prior notice and written agreement from You.

Any feedback, comments, or suggestions you may provide regarding Adtelligent Inc., the DSP and the Services are entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to You.

NOTICE OF INFRINGEMENT

If you believe that any text, graphics, photos, audio, videos, or other materials or works uploaded, downloaded, or appearing on the Services and DSP have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

1. identification of the copyrighted work that is claimed to be infringed;
2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service or DSP;
3. information for our copyright agent to contact you, such as an address, telephone number, and email address;
4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent, or the law;
5. a statement that the information above is accurate, and under penalty of perjury that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: 16192 COASTAL HWY, LEWES, Sussex, DE, 19958, United States; or by email to legal@adtelligent.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question at our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail, or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

Demand Side Platform Service Disclaimer

Adtelligent isn’t responsible for the outcome of Your advertising campaign in any regard: revenue, engagement, anticipated benefits, etc. Adtelligent has the right to temporarily suspend the provision of services for technical, administrative or other reasons that impede the provision of services while eliminating such reasons.

According to the current legislation, Adtelligent refuses to provide any guarantees considering levels, positioning, timing and other characteristics of CTR, cost per impression, availability, volumes of impressions, the reaction of Users to Your ads and related to its actions, conversion volume, data relevance, Your ad positioning and adjacency to other ads.

Adtelligent makes no warranty or representation and disclaims all responsibility for:

• Сompleteness, accuracy, timeliness, security and reliability of the DSP or any Content;
• Any harm to Your computer system, loss of data, or other harm caused by Your access or use of Services;
• The deletion of, or the failure to transmit any data, Content and other communications supported by the DSP;
• Whether the DSP will meet Your requirements or will be available on an uninterrupted, secure, or error-free basis.

IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE WEBSITE AND OUR SERVICE.

DISCLAIMERS AND Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE DSP AND SERVICES IS AT YOUR SOLE RISK. THE DSP AND SERVICES ARE 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 DSP AND 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 DISCLAIMS ALL RESPONSIBILITY FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, AND RELIABILITY OF THE SERVICES, THE DSP, OR ANY OF THEIR CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM CAUSED BY YOUR ACCESS OR USE OF THE SERVICES, THE DSP, OR ANY CONTENT THEREIN; (III) THE DELETION OF, OR THE FAILURE TO TRANSMIT ANY DATA, CONTENT AND OTHER COMMUNICATIONS SUPPORTED BY THE SERVICES OR THROUGH THE DSP; AND (IV) WHETHER THE DSP AND 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 CONSTITUTES A WARRANTY.

By accepting these General Terms of Service, the User warrants and guarantees to Adtelligent that:

1. The User is not subject to any sanctions of the European Union, the United States, or the United Nations;
2. the User shall comply with all applicable trade, economic, and financial laws and regulations, including those administered and enforced by Switzerland, the United States, the European Union, and relevant Member States, the United Nations Security Council, and any other government bodies with jurisdiction relevant to this agreement (collectively, “Sanctions“);
3. THE USER IS NOT LOCATED IN THE RUSSIAN FEDERATION AND BELORUSSIA, NOR ANY ENTITY OF THE USER IS INCORPORATED, REGISTERED, OPERATED, OR FOUNDED BY THE RESIDENTS OR CITIZENS OF THESE COUNTRIES;
4. Neither User nor its subsidiaries, nor their respective directors, officers, employees, or affiliates is located in, or is a resident or national of, any country that is subject to an export embargo, nor is identified on any Sanctions lists, nor is owned or, where relevant under Sanctions, controlled by the same;
5. It will not, directly or indirectly, engage in any unauthorized business or dealings with any persons under Sanctions or otherwise engage in any activities prohibited by Sanctions. It shall promptly notify Adtelligent of the occurrence of any fact or event that would render any representation or warranty in this Section incorrect or misleading;
6. In the event that, after accepting the General Terms of Service, the User has reasonable grounds to believe that any of the foregoing warranties and representations may no longer be true or have been breached, the User shall immediately notify Adtelligent in writing.

We may immediately terminate User’s Account in case of any breach of any representation or warranty in this Section or if we reasonably determine that it cannot perform its obligations hereunder due to Sanctions-related prohibitions.

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 and/or the DSP; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES OBTAINED THROUGH OR FROM THE SERVICES and/or the DSP; (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 ONE HUNDRED UNITED STATES DOLLARS ($100).

Force majeure

In addition to applicable disclaimers stated above, our performance under these General Terms of Service is excused in the event of interruption and/or delay due to, or resulting from, causes beyond our reasonable control, including 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.

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 all and 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 General Terms of Service.

Company agrees to defend, indemnify and hold harmless You, Your affiliates and their respective principals, directors, officers, employees, and agents from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, judgment or proceeding relating to or arising out of Company’s breach hereof; breach of any representations, warranties, obligations, and/or covenants made herein by the Company; Company’s gross negligence, willful misconduct or fraudulent actions.

Indemnified party shall promptly notify the indemnifying party in writing after it becomes aware of any such claims, but failure to give such notice shall not relieve the indemnifying party of its indemnity obligations hereunder unless the Indemnifying party has been materially prejudiced by such failure. The indemnifying party shall have exclusive control over the settlement or defence of such claims or actions, except that indemnified party may appear in action, at its own expense, through counsel reasonably acceptable to the indemnifying party, only in the event it is mutually determined by the parties that an actual conflict of interest would exist by indemnifying party’s representation of indemnified party and indemnifying party in such action. The indemnified party will, if requested by the indemnifying party, give reasonable assistance (in a manner consistent with the parties’ respective confidentiality obligations and preservation of attorney/client, work product, and other privileges) to the indemnifying party in defence of any claim. The indemnifying party will reimburse the indemnified party for any reasonable attorney expenses directly incurred from providing such assistance. The indemnifying party shall be entitled to retain all monetary proceeds, attorneys’ fees, costs, and other rewards it receives as a result of defending or settling such claims. The indemnifying party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the indemnified party unless such judgment materially prejudices or obligates the indemnified party, at which point the indemnified party shall be consulted before the matter is finalized. In the event indemnifying party fails to promptly indemnify and defend such claims and/or pay indemnified party’s expenses, as provided above, the indemnified party shall have the right to defend itself, and in that case, the indemnifying party shall reimburse an indemnified party for all of its reasonable attorneys’ fees, costs, and damages incurred in settling or defending such claims within thirty (30) days of each of indemnified party’s written requests.

Governing Law

These General Terms of Service, all the documents incorporated herein by reference, and any disputes that might arise between You and Adtelligent shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law and specifically excluding from application to these General Terms of Service the law known as the United Nations Convention on Contracts for the International Sale of Goods.

All disputes related to these General Terms of Service and all the documents incorporated herein by reference 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 and/or the DSP 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 General Terms of Service 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 to the Services or these General Terms of Service must be filed within one (1) year after such claim or cause of action arose.

A printed version of these General Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these General Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Assignment and Severability

Adtelligent may transfer or assign these General Terms of Service or any rights, obligations, and licenses granted hereby, in whole or in 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 hereunder without Adtelligent’s prior written permission, and any unauthorized assignment and delegation by You are null and void.

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

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

Confidentiality

Confidential Information will include all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to Services consumption details shall be considered such Discloser’s Confidential Information. The recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. The recipient will not use Discloser’s Confidential Information other than as provided herein.

You agree to keep all communications exchanged between You and the Company and all of its terms, numbers, and information, Confidential and 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. You agree to keep all and any information which is given by Company Confidential, including but not limited to information about keywords, costs, conversions, and any other statistics, that are not publicly available, unless otherwise approved by the Company. You undertake to protect the Confidential information of the Company in the same manner that You protect Your own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.

The foregoing obligations will not restrict You from disclosing confidential information of the Company pursuant to a court order from a court of competent jurisdiction, provided You give us reasonable prior written notice so that we may contest such order and in the event that disclosure is required, only disclose the portion of confidential information that Your legal counsel advises is legally required.

NoticeS

All notices, consents, and approvals required or permitted to be given hereunder shall be delivered in writing to the address provided by the User in its Account either by hand, by courier, by facsimile, or by electronic mail (whichever applies).

Notice will be deemed to have been received and effective: (a) at the time of delivery if delivered personally or by courier, (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received; (c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail, or (d) within three (3) days after deposit with an internationally recognized express delivery service.

You may change the address to which notices, requests, demands, claims, invoices, and other communications hereunder are to be delivered by giving the Company notice in the manner herein set forth.

Miscellaneous

The provisions of these General Terms of Service shall be deemed severable. If any provision hereof shall be held to be illegal, invalid, or unenforceable for any reason under present or future laws effective during the term of these General Terms of Service, the remaining provisions shall continue to be valid and enforceable.

These General Terms of Service are considered a joint agreement between Adtelligent and You, which has the same legal effect and obligations for each other as an ordinary agreement signed by its authorized representatives.

All the parties hereto are independent contractors. Nothing in these General Terms of Service shall be construed to create a joint venture, partnership, or agency relationship between the parties. Neither party has any authority of any kind to bind the other in any respect whatsoever, and neither party shall make any contracts, warranties, or representations or assume or create any other obligations, express or implied, in the other party’s name or on its behalf.

The prevailing party in any legal action, including arbitration, brought by one party against the other and arising out of these General Terms of Service shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court fees and reasonable attorney’s fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.