Terms

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (“PLATFORM AGREEMENT”) CAREFULLY BEFORE ACCESSING THE PLATFORM (“PLATFORM”) OF, OR USING ANY OF THE SERVICES (“SERVICES”) OFFERED BY, BERTIAN VENTURES, LLC (“WE,” “US,” “OUR,” OR “ADGENT.IO”).

IF YOU HAVE SIGNED OUR MASTER SERVICES AGREEMENT (“MSA”), THE TERMS OF THAT AGREEMENT APPLY TO YOU. BY CLICKING “I ACCEPT,” YOU AGREE THAT YOU WILL COMPLY WITH THE TERMS AND CONDITIONS OF THE MSA AND WILL NOT ACCESS OUR PLATFORM TO USE ANY OF THE SERVICES FOR WHICH YOU HAVE NOT CONTRACTED. YOU ARE NOT AGREEING TO ANY OF THE TERMS SET FORTH BELOW.

IF YOU HAVE EXECUTED AN INSERTION ORDER WITH US OR IF YOU HAVE SUBMITTED AN ONLINE ORDER THAT IS ACCEPTED BY US, BUT IN EITHER CASE, YOU ARE NOT PROVIDED ACCESS TO OR USE OF OUR PLATFORM ON A SELF-SERVICE BASIS (EACH, A “MANAGED ORDER”), OR HAVE EXECUTED A DATA LICENSE AGREEMENT (“DATA LICENSE”) WITH US, YOU ARE BEING PROVIDED ACCESS TO OUR PLATFORM ONLY FOR THE PURPOSE OF ACCESSING REPORTING APPLICABLE TO YOU. IN ADDITION, IF YOU HAVE A MANAGED ORDER WITH US, YOU MAY USE THE PLATFORM TO PROVIDE US YOUR DATA TO TARGET YOUR ADS. BY CLICKING “I ACCEPT,” YOU AGREE, AS PART OF YOUR MANAGED ORDER AND/OR DATA LICENSE WITH US: (A) TO ONLY ACCESS OUR PLATFORM TO ACCESS REPORTING APPLICABLE TO YOU, AND (B) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 1, 4, 5 (MANAGED ORDER ONLY), AND 6 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER OR DATA LICENSE AND SECTIONS 1, 4, 5 (MANAGED ORDER ONLY) AND/OR 6 OF THIS PLATFORM AGREEMENT, YOUR MANAGED ORDER OR DATA LICENSE SHALL CONTROL.

IF YOU HAVE EXECUTED AN INSERTION ORDER WITH US (“INSERTION ORDER”) OR IF YOU HAVE SUBMITTED AN ONLINE ORDER THAT IS ACCEPTED BY US (“ONLINE ORDER”), AND YOU ARE PROVIDED ACCESS TO AND USE OF OUR PLATFORM ON A SELF-SERVICE BASIS (EACH SUCH INSERTION ORDER AND ONLINE ORDER, A “SELF-SERVICE ORDER”), BY CLICKING “I ACCEPT,” YOU AGREE, AS PART OF YOUR SELF-SERVICE ORDER WITH US: (A) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 2, 4, 5, AND 6 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR SELF-SERVICE ORDER AND SECTIONS 2, 4, 5 AND/OR 6 OF THIS PLATFORM AGREEMENT, YOUR SELF-SERVICE ORDER SHALL CONTROL.

IF YOU DO NOT HAVE A MANAGED ORDER, SELF-SERVICE ORDER, OR DATA LICENSE WITH US, YOU HAVE BEEN GIVEN TEMPORARY ACCESS TO OUR PLATFORM SOLELY TO REVIEW THE FEATURES OF OUR PLATFORM (“TEMPORARY ACCESS”), BUT YOU ARE NOT AUTHORIZED TO UTILIZE ANY SERVICES PROVIDED BY THE PLATFORM (E.G., LOADING ADS, PROVIDING DATA OR INVENTORY). BY CLICKING “I ACCEPT,” YOU AGREE (A) TO ONLY ACCESS OUR PLATFORM TO REVIEW THE FEATURES OF OUR PLATFORM, (B) NOT TO ACCESS OR USE OR ATTEMPT TO ACCESS OR USE ANY OF OUR SERVICES, AND (C) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 3, 4, AND 6 OF THIS PLATFORM AGREEMENT.

IF YOU BUY AND/OR DISPLAY AND/OR SERVE OR HAVE SERVED ADS THROUGH OUR PLATFORM, BY CLICKING “I ACCEPT,” YOU AGREE AS PART OF YOUR MANAGED ORDER AND/OR SELF-SERVICE ORDER WITH US TO COMPLY WITH SECTION 4 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER OR SELF-SERVICE ORDER AND SECTION 4, SECTION 4 SHALL CONTROL.

IF YOU HAVE A MANAGED ORDER, A SELF-SERVE ORDER, OR A DATA LICENSE, SECTIONS 7 AND 8 APPLY TO YOU. BY CLICKING “I ACCEPT,” YOU AGREE AS PART OF YOUR MANAGED ORDER, SELF-SERVICE ORDER, OR DATA LICENSE WITH US TO COMPLY WITH SECTION 9 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER, SELF-SERVICE ORDER, OR DATA LICENSE AND SECTIONS 7 AND/OR 8, SECTIONS 7 AND/OR 8 SHALL CONTROL.

IF YOU HAVE A MANAGED ORDER, A SELF-SERVE ORDER, OR A DATA LICENSE AND USE ADGENT.IO’S API TO ALLOW A THIRD PARTY TO ACCESS YOUR REPORTING, SECTION 9 APPLIES TO YOU. BY CLICKING “I ACCEPT,” YOU AGREE AS PART OF YOUR MANAGED ORDER, SELF-SERVICE ORDER, AND/OR DATA LICENSE WITH US TO COMPLY WITH SECTION 9 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER, SELF-SERVICE ORDER, OR DATA LICENSE AND SECTION 9, YOUR MANAGED ORDER, SELF-SERVICE ORDER, OR DATA LICENSE SHALL CONTROL.

IF YOU HAVE ENTERED INTO AN INSERTION ORDER OR ONLINE ORDER WITH US, THE AGREEMENT (“AGREEMENT”) BETWEEN US CONSISTS OF THE INSERTION ORDER OR ONLINE ORDER, AND ALL TERMS REFERENCED THEREIN, INCLUDING WITHOUT LIMITATION, VERSION 3.0 OF THE AAA/IAB TERMS AND CONDITIONS (“IAB TERMS”) AND THIS PLATFORM AGREEMENT. IF THERE IS AN EXPRESS CONFLICT BETWEEN PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU AND THE IAB TERMS, THE SECTIONS OF THIS PLATFORM AGREEMENT SHALL CONTROL. ALL INDEMNITIES SET FORTH IN THIS PLATFORM AGREEMENT ARE IN ADDITION TO THE INDEMNITIES IN THE IAB TERMS.

IF YOU HAVE ENTERED INTO AN ONLINE ORDER, THE AGREEMENT (“ONLINE ORDER AGREEMENT”) BETWEEN US CONSISTS OF THE ONLINE ORDER AND PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU. IF YOU HAVE ENTERED INTO A DATA LICENSE WITH US, THE AGREEMENT (“DATA AGREEMENT”) BETWEEN US CONSISTS OF THE DATA LICENSE AND PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU.

IF YOU REPRESENT A COMPANY AND CLICK “I ACCEPT,” YOU ARE BINDING SUCH COMPANY TO THE TERMS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU, CLICK “CANCEL” AND DO NOT ACCESS OUR PLATFORM.

SECTION 1

THIS SECTION 1 APPLIES TO YOU IF YOU HAVE A MANAGED ORDER OR DATA LICENSE WITH ADGENT.IO.

A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable, and revocable right to access and use Our Platform SOLELY for accessing reporting applicable to You. If You have a Managed Order, You may upload Your Data to our Platform for the sole purpose of targeting Your Ads. Except for the foregoing, You shall not upload, send, or store ANY material through Our Platform. You represent and warrant that You either own Your Data or You have all rights, licenses, and permissions necessary to provide Your Data to Us for the purpose of targeting Ads.

SECTION 2

THIS SECTION 2 APPLIES TO YOU IF YOU HAVE A SELF-SERVICE ORDER WITH ADGENT.IO.

A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable, and revocable right to access and use Our Platform SOLELY for bidding on and uploading and serving online digital advertising (“Ads”), uploading Your data to target Your Ads (“Your Data”), and accessing reporting related thereto. If We provide You with an application programming interface (“API”) to access Our Platform, We hereby grant You a limited, non-exclusive, non-assignable, non-transferable, and revocable license to use the API for the sole purpose of accessing or using Our Platform. You shall not: (i) send or store infringing, unlawful, or tortious material, including material that violates third-party intellectual property or privacy rights, or (ii) send or store material containing software viruses, worms, Trojan horses, or other harmful code (collectively, “Harmful Code”).

SECTION 3

THIS SECTION 3 APPLIES TO YOU IF YOU HAVE TEMPORARY ACCESS.

A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable, and revocable right to access and use Our Platform SOLELY for the purpose of reviewing the features of Our Platform. You shall not upload, send, or store ANY material through Our Platform.

SECTION 4

THIS SECTION 4 APPLIES TO YOU IF YOU HAVE ACCESS TO OUR PLATFORM FOR ANY REASON.

A. Restrictions. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or commercially exploit or make available Our Platform, services, API, or the data contained therein, (ii) modify or make derivative works based upon Our Technology, (iii) reverse engineer or otherwise attempt to derive source code from Our Technology, (iv) violate applicable laws in connection with Your access and use of Our Technology, (v) interfere with or disrupt Our Technology, or (vi) use Our Technology for any unlawful purpose.

B. Account. You are responsible for all activity under Your account and must notify Us immediately of any unauthorized use or security breach.

C. Ownership. You are granted a limited right to use Our Technology, but We retain all rights, title, and interest in Our Technology.

D. Indemnification. You shall defend, indemnify, and hold AdGent.io, its licensors, and affiliates harmless from any claims, costs, or liabilities arising out of Your breach of this Platform Agreement.

E. Rejection. We reserve the right to terminate or suspend Your access to Our Platform.

SECTION 5

THIS SECTION 5 APPLIES TO YOU IF YOU BUY AND/OR DISPLAY AND/OR SERVE OR HAVE SERVED ADS THROUGH OUR PLATFORM.

A. Right to Use AGF. If You elect to use AdGent.io’s Addressable Geofencing tool (“AGF”), You are granted access to the AGF solely for targeting Your Ads through the Platform. You agree to defend, indemnify, and hold harmless AdGent.io from any claims arising from Your use of the AGF.

B. Cannabis Ads. To sell cannabis advertising, parties must sign the AdGent.io Cannabis Advertising Rider.

C. Political Ads. If placing political ads, You must comply with all applicable laws and notify AdGent.io of any political ads. You agree to indemnify Us for any investigation or fine resulting from Your political ads.

D. License to Ads; Payment; Privacy Policy. You grant Us a license to use Your Ads for the purpose of fulfilling the Online Order. You agree to pay media costs and other fees within thirty (30) days of receiving an invoice. You will maintain a legally sufficient privacy policy consistent with applicable laws.

SECTION 6

THIS SECTION 6 APPLIES TO YOU IF YOU HAVE (A) A MANAGED ORDER, (B) A SELF-SERVICE ORDER, OR (C) TEMPORARY ACCESS.

A. Confidentiality. You agree not to disclose Our Confidential Information.

B. Limitation of Liability. Our maximum liability under this Platform Agreement shall be limited to (A) $100 for an Online Order, and (B) $0 for temporary access.

C. Indemnification. You shall indemnify AdGent.io for any claims arising from Your breach of this Platform Agreement or applicable laws.

D. Termination. We reserve the right to terminate this Platform Agreement or Your access at any time.

SECTION 7

THIS SECTION 7 APPLIES IF THE GENERAL DATA PROTECTION REGULATION (GDPR) APPLIES TO YOU.

This Platform Agreement incorporates the Data Protection Addendum (DPA) when the GDPR applies to Your use of Our Services.

SECTION 8

THIS SECTION 8 APPLIES IF THE CALIFORNIA CONSUMER PRIVACY ACT (CCPA) APPLIES TO YOU.

AdGent.io acts as a service provider in relation to the services it provides to You under the Agreement.

SECTION 9

THIS SECTION 9 APPLIES IF YOU ARE CONTRACTUALLY PERMITTED TO ACCESS AND USE OUR API.

You may allow a Third-Party Reporting Provider to access our API for reporting purposes, subject to the terms of Your Agreement. You shall indemnify Us for any actions or omissions of Your Third-Party Reporting Provider.