Terms of Service

DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer's network to the Service, including but not limited to, "browser" software that supports protocols used by AdSync, including Secure Socket Layer (SSL) protocol or other protocols accepted by AdSync, and to follow logon procedures for services that support such protocols. AdSync is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by AdSync. AdSync makes no responsibility for the reliability or performance of any connections as described in this Section.

License Restrictions: Client will (i) be responsible for its and its Authorized Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which Client acquired Client Data; (iii) not provide, permit access to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services except to the extent that: (A) such activity is expressly permitted by applicable law notwithstanding this limitation, or (B) AdSync is a direct competitor of AdSync or its affiliated entities for the purposes of monitoring the Software Services' availability, performance, or functionality or for any other benchmarking or competitive purposes; (vi) not use the Software Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material or to store or transmit material in violation of third party privacy rights; (vii) not use the Software Services to store or transmit malicious code; or (v) interfere with or disrupt the integrity or performance of the Software Services or data contained therein. (Also See § 3.2 Non-Compete Clause)

Customer shall authorize access to and assign unique passwords and user names. User names shall be assigned only to named individuals rather than to generic, multi-person or function-based identifiers. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account. Customer shall maintain the security of passwords and usernames. AdSync will not inquire about Customer's password and will not provide customer's account number without verification. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify AdSync of any unauthorized access or loss or theft or unauthorized use of any User's password or name or Service account numbers.

The Service allows Customer to send Electronic Communications directly to AdSync and to third parties in relation with its use of the Service, including, without limitation, references to privacy, anti-spam and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS"). Customer shall comply with the laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance.

Without limiting the foregoing, (i) Customer represents that it is not named as any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer will not publish any access or use the Service in violation of export control laws; (iii) Customer agrees to follow the advice of AdSync and U.S. export control authorities regarding the transmission of technical data exported from the United States and the country in which its Users are located; Customer will not send any Electronic Communication that is unlawful, tortious, defamatory, or violates this Agreement. The Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces provided by AdSync and not to use any "mirroring" or "framing" of any part of the Service. Customer agrees not to access portions of the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer's Electronic Communications are endorsed by AdSync. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action or breach by Customer shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for contractors' or Affiliates' acts, omissions and noncompliance with this Agreement.

You represent and warrant that you or any of your affiliate companies are not a competitor of AdSync and are not using the Service and/or Licensed Program to engage in or to enable others to engage in competitive activities. You represent and warrant that (i) you are of legal age to enter into this Agreement and have found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program; (iii) you have all permissions, authorities, confidentiality and non-competition policies, to submit customer data to the Service and to use it through the Service.

Customer agrees that they or any affiliates of customer's company(s) will not develop a competing service to AdSync and to the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by AdSync with no liability on the part of AdSync. AdSync may seek injunctive and other relief in any jurisdiction and court as it deems appropriate to enforce this clause in addition to any rights under this Agreement.

Customer understands and agrees that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by AdSync, Customer, its directors, officers, agents, employees, or any entity in which Customer has an ownership interest shall not directly offer, distribute, a Service, defined as a service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, RevContent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that breach of this clause will be grounds for immediate relief in a court of law on the part of AdSync. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, AdSync may immediately terminate this Agreement without liability to AdSync.

Customer is solely responsible for the security of Customer's Electronic Communications in transit from Customer's systems to AdSync's system. Customer agrees that it is not necessary to the Service for Customer's Electronic Communications to be transmitted over the Internet, and over various networks, only part of which may be owned/operated by AdSync. Customer further acknowledges that Customer's Electronic Communications may be transmitted over telecommunications facilities, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data, including any and all Electronic Communications, provided to AdSync. AdSync may collect and track technical and related information about Customer and Customer's use of the Software Services, including Customer's internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including writing Customer's progress to the database and artefacts. AdSync is not responsible for the Customer's hardware and software selection or development. In the event that AdSync is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, AdSync will provide Client with notice sufficient to allow Client to challenge the disclosure. AdSync is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whenever across networks not owned and/or operated by AdSync, including, but not limited to, the Internet and Customer's local network.

During the Term, the AdSync Service will meet the service level specified in the "Service Level Commitment" listed on Schedule I herein, which is hereby incorporated by reference herein. If the service level is not achieved, the entitled Client will be entitled, to a credit for the down time in accordance with the terms set forth in the Service Level Commitment. The respective Service's system logs and other records shall be used for calculating any service level events.

As part of the Service, AdSync will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that AdSync's ability to provide support services may be subject to Customer's timely completion of actions reasonably requested by AdSync from time to time. Failing to follow the advice of AdSync's support personnel may limit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service.

AdSync shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

For purposes of this Agreement, "Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that the disclosing party designates as proprietary or confidential, including, without limitation, each party's proprietary information, Customer Data, each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the performance of this Agreement etc. Confidential Information does not, however, include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become public, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is required to be disclosed by applicable laws or regulations. Each party agrees (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement; (c) to protect the confidentiality of each other's Confidential Information using at least the same degree of care in the protection of confidentiality of similar information and data of its own (d) at less exercising at least the same degree of care in the protection of such Confidential Information. Each party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement, provided that each party shall be responsible for such disclosures, if any, and such disclosure shall only be permitted by law or order of a court or other governmental authority or regulation. The parties agree that any material breach of Sections 2.2, 2.5 and this Section will cause irreparable injury, and that injunctive relief in any court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of such Sections in addition to any other relief to the applicable party may be entitled.

As between AdSync and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that AdSync has the authority to use Customer's Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with the Service, AdSync as part of providing the service to Customer, will organize and store the Customer Data for a period of time consistent with AdSync standard business processes, which period shall not be less than one year.

Software Services are licensed and not sold. Use of the words "purchase" in connection with licenses of the Software Services shall not imply a transfer of ownership. AdSync affirms that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by AdSync or its licensors. Except as provided in this Agreement, the license granted hereunder does not grant any rights to AdSync's intellectual property rights therein. In addition, AdSync shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any trademarks expressly provided herein are owned by AdSync. Product and service names are property of AdSync (the "AdSync Marks"). Customer is not permitted to use the AdSync Marks without AdSync's express prior written permission.

If either party before or by any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, if that party provides thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of both parties shall meet (or confer by telephone) at least once in a good faith effort to resolve the perceived dispute.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Customer acknowledges and agrees that AdSync is not the exclusive provider of services similar to the Software Services provided to Customer pursuant to this Agreement, and that AdSync may provide similar services to other customers and nothing in this Agreement shall be construed to limit AdSync's right to do so.

If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by AdSync), the Client acknowledges that the third party service may access or use the customer's information. AdSync will not be responsible for any act or omission of the third party, including such third-party's use of the customer's information. The Client agrees to contact the third party service provider for any issues arising from the Client's use of the third party service.

The Software Services are protected by intellectual property law and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client and/or use of the Software Services, including, but not limited to, laws and obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to use of the Software Services.

This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements or representations, whether written or oral, relating to the subject matter. Customer acknowledges and agrees that AdSync's published Website "Terms of use", as the same may be modified by AdSync from time to time in accordance therewith provided that Client has been given notice of such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its Authorized Users. In the case of a conflict between a provision in this Agreement and a provision in the "Terms of use", the terms conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.

The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court's substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.