Terms of Service

The following statement sets out details of the Terms of Service (the “Terms”), as adopted by Media Yo A.I Ltd. (d/b/a “OptimAd.ai”) (herein “OptimAd.ai”, “we”, “us,” “our” or “Company”), relating to the OptimAd.ai analytics platform and related services (collectively, the “Services” or “Platform“). By using or accessing the Services and/or the Platform in any manner, you acknowledge and accept the practices and policies outlined in these Terms of Service.

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

You represent and warrant that you are entering into these Terms on behalf of a legal entity and have the full right, power and authority to bind such entity to these Terms.

Please note that additional supplemental terms may apply to certain services, features, or activities made available through our Services. Any such additional terms are supplemental to but shall prevail over these Terms in the event of a conflict.

Remember that your use of the Services and/or the Platform is at all times subject to our Privacy Policy, and you hereby consent that we will collect, use, and share your information as described therein.

Definitions

“Affiliates” means any entity that is controlled by, controls or is in common control with the Company.

“Content” means any analytics, insights, reports, recommendations or other results, text, graphics, images, software and information or other materials that are published, displayed, posted, incorporated, and embodied in, linked to, generated, provided or otherwise made available by us or on our behalf on or through the Services, including their selection and arrangement within the Platform. Content is exclusive of any Client Data (as defined below).

“Supported Platforms” means the platforms through which a user can access and use the Platform, including, but not limited to, Android and IOS-based mobile platforms, including mobile phones, devices and tablets alike.

“Third-party partners” means analytics tools, advertising and marketing networks, third-party SDKs and/or APIs or other external providers whose code we have added to our Platform.

“Client Data” means any Content that users (including you) may provide from time to time, to the extent applicable, to be made available through the Services and or the Platform, which is independent of our Content (defined above), including but not limited to ads.txt files, sellers.json files, supply chain (schain) data, advertising inventory data, or other programmatic advertising data.

“User Data” means any information collected or generated from the Platform about a particular user or device, such as user ID, event data, or profile, in connection with such user’s use of the Services.

“You”, “your”, ““Client”, “Subscriber”,or similar terms mean the legal entity accessing or using the Services and any individual acting on its behalf.

The terms “processing”, “controller” or “processor” as may be used in this policy, will have the meanings given in the GDPR, irrespective of whether European Data Protection Legislation or Non-European Data Protection Legislation applies.

Registration before accessing and using the Services

In order to access and use the Services, you are required to register for an account. You agree to: (a) Provide accurate, current, and complete information during the registration process and to keep such information updated; (b) Maintain the confidentiality of your account credentials and be responsible for all activities that occur under your account; (c) Notify the Company immediately of any unauthorized use of your account or any other breach of security; (d) Not provide false, inaccurate, or misleading information; (e) Not register for an account on behalf of another person or entity without proper authorization.

You represent and warrant that you are entering into these Terms on behalf of a legal entity and that you have the full right, power and authority to bind such entity to these Terms. If you are using the Services on behalf of an organization, you agree that such organization is responsible for your use of the Services and for compliance with these Terms. For more information about the types of User Data generated and the manner in which it is collected or used, if at all, please refer to our Privacy Policy.

You agree not to: (i) provide false, inaccurate or misleading information; or (ii) register for an account on behalf of another person or entity without proper authorization. The Company reserves the right to suspend or terminate your access to the Services at any time if any information provided proves to be inaccurate, misleading or incomplete, or if your use of the Services violates these Terms or applicable law.

User Representations, Warranties, and Covenants

By accessing and using the Services, you represent, warrant, and covenant to the Company that:

• You have full legal authority and capacity to enter into and perform these Terms; You are duly organized, validly existing, and in good standing under the laws of your jurisdiction; The execution and performance of these Terms do not and will not violate any agreement to which you are a party or by which you are bound;
• Your use of the Services will comply with all applicable laws, rules, and regulations, including but not limited to data protection laws, advertising regulations, and industry standards; You will not use the Services for any unlawful, fraudulent, or malicious purpose; You will not use the Services to violate the rights of any third party;
• You own or have all necessary rights, licenses, consents, and permissions to provide Client Data to the Platform and to grant the licenses set forth in these Terms; Your Client Data does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other rights; Your Client Data does not contain any viruses, malware, or other harmful code; All Client Data provided by you is accurate, complete, and not misleading to the best of your knowledge;
• You acknowledge that you are solely responsible for ensuring that any data you provide or that the Platform accesses on your behalf (including ads.txt, sellers.json, or supply chain data) complies with applicable industry standards and regulations; You have obtained all necessary rights and permissions to allow the Platform to access, analyze, and process such data;
• You acknowledge that the Services provide analytics, insights, and recommendations only, and that you are solely responsible for evaluating and implementing any such recommendations; You will conduct your own independent analysis and exercise your own business judgment before taking any action based on the Content provided through the Services; You will not rely solely on the Services for business-critical decisions without independent verification;
• You will not use the Services, or any data, Content, insights, or methodology derived therefrom, to develop, train, benchmark, reverse engineer, or otherwise support any competing analytics platform, product, or service; You will not attempt to discover or replicate the underlying algorithms, methodologies, or proprietary processes used by the Platform;
• You acknowledge and agree that your relationship with Company is solely that of independent contractors and that nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship;
• You will not use the Services in any manner that manipulates, interferes with, or attempts to improperly influence programmatic advertising auctions, bidding processes, supply chain mechanisms, or advertising marketplaces; You will not use the Services to engage in any anticompetitive practices or market manipulation;
• The foregoing representations and warranties are made as of the date you first access the Services and are deemed repeated each time you access or use the Services.

YOU ACKNOWLEDGE THAT COMPANY IS RELYING ON THESE REPRESENTATIONS AND WARRANTIES IN PROVIDING THE SERVICES TO YOU AND THAT ANY BREACH OF THESE REPRESENTATIONS AND WARRANTIES MAY RESULT IN IMMEDIATE TERMINATION OF YOUR ACCESS TO THE SERVICES AND MAY SUBJECT YOU TO LIABILITY.

Unauthorized Activities

The Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Services:

(a) Attempt to access or search the Services or download Content from the Services through the use of any platform, engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers; (b) Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers; (c) Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (d) Gather and use information, such as other users’ names, email addresses, or account information available through the Services to transmit any unsolicited advertising, junk mail, spam, or other form of solicitation; (e) Use the Services for any commercial purpose not expressly permitted by these Terms or for the benefit of any third party in any manner not permitted by these Terms; (f) Violate any applicable law or regulation, including but not limited to data protection laws, privacy laws, advertising regulations, or industry standards; (g) Encourage or enable any other individual to do any of the foregoing; (h) Use the Services, or any data, Content, insights, or methodology derived therefrom, to develop, train, benchmark, reverse engineer, or otherwise support any competing product or service; (i) Use the Services in any manner that manipulates, interferes with, or attempts to improperly influence programmatic advertising auctions, bidding processes, supply chain mechanisms, or advertising marketplaces; (j) Use the Services to engage in any fraudulent activity, market manipulation, or anticompetitive practices; (k) Use the Services in any manner that could damage, disable, overburden, or impair the integrity or performance of the Services or any third-party systems or networks; (l) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or algorithms comprising or making up the Services; (m) Interfere with or disrupt the Services or servers or networks connected to the Services; (n) Remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services; (o) Use the Services to store or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (p) Use the Services to store or transmit any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (q) Sell, resell, rent, lease, sublicense, or otherwise commercialize access to the Services to any third party without Company’s prior written consent. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

Proprietary Rights

We do not claim any ownership rights in any Client Data that you make available through the Services and/or the Platform and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Client Data. Subject to the foregoing, we or our licensors exclusively own all rights, title and interest in and to the Services, the Platform and/or Content, including all associated intellectual property rights. You acknowledge that the Service, the Platform and/or Content are protected by copyright, trademark, and other laws of your origin country and/or of any foreign country. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain the Content or any part thereof. All rights of the Company or its licensors that are not expressly granted in these Terms are reserved to the Company and its licensors.

Rights in Client Data Granted by You (if applicable)

To the extent that a feature of the Platform will allow users to submit from time to time Client Data through the Services, then with respect thereto, you hereby represent and undertake that you shall be solely responsible for any Client Data that you may post to the Services, including its legality, reliability, and appropriateness. By posting Client Data to the Services and/or the Platform, you grant to us a non-exclusive, transferable, sub-licensable, worldwide, royalty-free right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Client Data on and through the Services. You agree that this license includes the right for us to make such Client Data available to other users of the Services and/or the Platform, who may also use (i.e., view) such Client Data subject to these Terms.

You represent and warrant that: (i) the Client Data is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, (ii) the posting of the Client Data on or through the Services and/or the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and (iii) you have obtained all necessary consents and permissions to allow Company to access, process, and analyze Client Data as contemplated by these Terms..

This list is an example and is not intended to be complete, exclusive or exhaustive. We don’t have an obligation to monitor your access to or use of the Services and/or the Platform or to review or edit any Client Data, but we have the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any Client Data that we consider, in our sole discretion, to be in violation of these Terms or otherwise harmful to the Services and/or the Platform.

You can remove your Client Data by specifically deleting it. However, in certain instances, some of your Client Data (such as posts or comments you make) may not be completely removed and copies of your Client Data may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Client Data.

You are solely responsible for the accuracy, quality, legality, and appropriateness of Client Data. Company has no obligation to monitor, review, or verify Client Data, but reserves the right to remove or refuse to process any Client Data that Company believes, in its sole discretion, violates these Terms or applicable law.

Links to Third Party Websites or Platforms

Through the Services, the Company may make available certain software, applications, services and/or branded products provided and licensed by third parties (the “Third Party Property“). The use of Third Party Property in or with the Services is subject to the applicable licenses, terms of use and conditions of such Third Party Property. Company disclaims any warranty or representation in connection to the use of any of the Third Party Property, which use is on an “AS IS” basis. In addition, the use of our Platform on the various third-party platforms on which our Platform is designed to operate (the “Third Party Platforms“) shall be subject to the terms and conditions applicable to such platforms, including without limitation Android/IOS, as further described below. In the event that no such third-party license or terms and conditions agreements are in place, the restrictions contained in these Terms shall apply on all such Third Party Property and/or Third Party Platforms mutatis mutandis. In as much as the Services contain links to certain third-party websites or resources, which are not operated by the Company, such as Facebook, Twitter, Instagram, TikTok, etc. (the “Third Party Websites“), please notice that we provide these links only as a convenience and are not responsible for the content, products or services on or available from those Third Party Websites or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third Party Websites.

Fees and Payment

The fees payable by you for access to and use of the Services shall be determined and agreed upon between the parties in a separate work order or statement of work (each, a “Work Order”), executed in writing by duly authorized representatives of both parties. Each Work Order shall specify, at a minimum, the scope of Services to be provided, the applicable fees, the payment schedule, and any other commercial terms agreed upon by the parties. In the event of any conflict between a Work Order and these Terms, the terms of the Work Order shall prevail solely with respect to the commercial matters addressed therein.

(a) Fees and Payment Terms. All fees payable under these Terms shall be set forth in the applicable Work Order and shall be paid in accordance with the payment schedule and terms specified therein. All fees are exclusive of applicable taxes (including sales, use, value-added, withholding, and similar taxes), levies, and duties imposed by any governmental authority, all of which shall be borne solely by you, except for taxes imposed on Company’s net income.

(b) Invoicing. Company shall issue invoices to you in accordance with the billing schedule set forth in the applicable Work Order. Unless otherwise specified in the Work Order, invoices shall be due and payable within thirty (30) days of the invoice date. You shall notify Company in writing of any disputed invoice amounts within ten (10) days of receipt, specifying in reasonable detail the nature of the dispute. Undisputed amounts shall be paid in full by the due date.

(c) Late Payment. Without derogating from any other right or remedy available to Company, any amounts not paid by the due date shall accrue interest at the rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment. In addition, Company reserves the right, upon written notice and subject to a cure period of ten (10) business days, to suspend access to the Services until all overdue amounts, including accrued interest, are paid in full.

(d) Fee Modifications. Any modification to the fees or commercial terms set forth in an applicable Work Order shall require the written consent of both parties and shall be effectuated by way of a written amendment to such Work Order, duly executed by authorized representatives of both parties. No oral modification or course of conduct shall be deemed to modify the fees or payment obligations set forth herein or in any Work Order.

(e) Setoff. All payments due under these Terms or any applicable Work Order shall be made without any right of setoff, deduction, withholding, or counterclaim of any kind, unless expressly agreed otherwise in writing by Company.

Warranty Disclaimers

ALTHOUGH THE SERVICES AND RELATED CONTENT ARE DEVELOPED, CREATED AND OFFERED TO YOU HEREUNDER WITH THE BEST KNOWLEDGE AND INTENT POSSIBLE, BOTH THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ANY GUARANTEE OF THE LEVEL OF SUCCESS THAT YOU WILL BE ABLE TO REACH, GAIN OR ACHIEVE, IF ANY, BY USING THE SERVICES, WHICH WILL VARY GREATLY AND ARE BASED ON YOUR INDIVIDUAL SKILLS, TIME AND EFFORT INVESTED AND MANY OTHER FACTORS SOLELY WITHIN YOUR CONTROL. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES“) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, AVAILABILITY, RELIABILITY, SECURITY, ERROR-FREE OPERATION, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT.

COMPANY MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE REGARDING:

• THE LEVEL OF REVENUE, PROFIT, COST SAVINGS, EFFICIENCY IMPROVEMENTS, OR ANY OTHER FINANCIAL OR BUSINESS RESULTS OR OUTCOMES THAT YOU MAY ACHIEVE BY USING THE SERVICES; THE SUCCESS OF ANY BUSINESS STRATEGY, DECISION, OR ACTION TAKEN BASED ON THE SERVICES OR CONTENT; THE PERFORMANCE OF YOUR ADVERTISING INVENTORY, SUPPLY PATHS, OR PROGRAMMATIC ADVERTISING OPERATIONS; THAT ANY OPTIMIZATION, RECOMMENDATION, OR INSIGHT PROVIDED THROUGH THE SERVICES WILL RESULT IN IMPROVED BUSINESS PERFORMANCE;
• THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENTNESS, OR VALIDITY OF ANY CONTENT, ANALYTICS, INSIGHTS, RECOMMENDATIONS, REPORTS, DASHBOARDS, OR DATA PROVIDED THROUGH THE SERVICES; THE ACCURACY, COMPLETENESS, OR COMPLIANCE OF ANY THIRD-PARTY DATA SOURCES, INCLUDING ADS.TXT FILES, SELLERS.JSON FILES, SUPPLY CHAIN (SCHAIN) DATA, PROGRAMMATIC ADVERTISING DATA, OR OTHER INDUSTRY DATA; THE ABSENCE OF ERRORS, BUGS, DEFECTS, INACCURACIES, OMISSIONS, OR INCONSISTENCIES IN THE SERVICES OR CONTENT; THAT THE SERVICES WILL DETECT ALL INEFFICIENCIES, UNAUTHORIZED RESELLERS, COMPLIANCE VIOLATIONS, OR ISSUES IN ADVERTISING SUPPLY CHAINS; (
• THE SUITABILITY, APPLICABILITY, APPOPRIATENESS, OR EFFECTIVENESS OF ANY RECOMMENDATIONS, INSIGHTS, ANALYTICS, OR REPORTS FOR YOUR PARTICULAR BUSINESS, CIRCUMSTANCES, OBJECTIVES, OR INDUSTRY SECTOR; THAT ANY RECOMMENDATIONS, INSIGHTS, OR ANALYTICS WILL RESULT IN ANY PARTICULAR OUTCOME, BENEFIT, OR IMPROVEMENT; THAT IMPLEMENTATION OF ANY RECOMMENDATIONS WILL NOT CAUSE ADVERSE CONSEQUENCES, DISRUPTIONS, OR NEGATIVE IMPACTS TO YOUR BUSINESS; THE COMPLETENESS OF ANY ANALYSIS OR IDENTIFICATION OF ALL RELEVANT FACTORS, RISKS, OR OPPORTUNITIES;
• THE ACTIONS, OMISSIONS, PRACTICES, CONDUCT, PERFORMANCE, OR COMPLIANCE OF ANY THIRD PARTY, INCLUDING PUBLISHERS, AD NETWORKS, ADVERTISERS, INTERMEDIARIES, OR OTHER PARTICIPANTS IN THE PROGRAMMATIC ADVERTISING ECOSYSTEM; THE PERFORMANCE, AVAILABILITY, COMPATIBILITY, SECURITY, OR RELIABILITY OF ANY THIRD-PARTY SYSTEMS, PLATFORMS, SERVICES, OR INTEGRATIONS; THE COMPLIANCE OF THIRD-PARTY DATA, SYSTEMS, OR PARTICIPANTS WITH INDUSTRY STANDARDS, REGULATIONS, OR CONTRACTUAL OBLIGATIONS; THAT THIRD PARTIES WILL CONTINUE TO MAINTAIN OR PROVIDE ACCESS TO DATA SOURCES CURRENTLY AVAILABLE;
• THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AT ANY TIME OR FROM ANY LOCATION; THAT DEFECTS, ERRORS, OR BUGS WILL BE CORRECTED, OR THAT COMPANY WILL CORRECT ANY PARTICULAR DEFECT, ERROR, OR BUG; THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES, MALWARE, RANSOMWARE, OR OTHER HARMFUL COMPONENTS; ANY PARTICULAR LEVEL OF UPTIME, PERFORMANCE, SPEED, OR RESPONSE TIME;
• THAT THE SERVICES WILL ENSURE, FACILITATE, OR GUARANTEE COMPLIANCE WITH ANY INDUSTRY STANDARDS, INCLUDING IAB STANDARDS, ADS.TXT SPECIFICATIONS, SELLERS.JSON REQUIREMENTS, SUPPLY CHAIN OBJECT (SCHAIN) SPECIFICATIONS, OR ANY OTHER TECHNICAL OR INDUSTRY STANDARDS; THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY LAWS, REGULATIONS, ORDINANCES, OR CONTRACTUAL OBLIGATIONS APPLICABLE TO YOU, INCLUDING DATA PROTECTION LAWS, PRIVACY LAWS, ADVERTISING REGULATIONS, OR CONSUMER PROTECTION LAWS; THAT THE SERVICES WILL IDENTIFY ALL COMPLIANCE ISSUES, VIOLATIONS, OR REGULATORY RISKS;
• THE IDENTIFICATION, DETECTION, OR MAPPING OF ALL INTERMEDIARIES, RESELLERS, PARTICIPANTS, OR ENTITIES IN ANY ADVERTISING SUPPLY CHAIN; THE DETECTION OF ALL INEFFICIENCIES, UNAUTHORIZED RESELLERS, FRAUDULENT ACTIVITY, NON-COMPLIANCE, OR VIOLATIONS IN SUPPLY CHAINS; THAT REMOVAL OF INTERMEDIARIES, OPTIMIZATION OF SUPPLY PATHS, OR IMPLEMENTATION OF TRANSPARENCY MEASURES WILL RESULT IN ANY PARTICULAR FINANCIAL OUTCOME, IMPROVED PERFORMANCE, OR COMPETITIVE ADVANTAGE; THE COMPLETENESS OR ACCURACY OF SUPPLY CHAIN VISUALIZATIONS, MAPS, OR DIAGRAMS.

THE SERVICES ARE AN ANALYTICS ONLY. THE SERVICES DO NOT CONSTITUTE AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL, LEGAL, FINANCIAL, BUSINESS, STRATEGIC, TECHNICAL, REGULATORY, OR COMPLIANCE ADVICE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL AND ANALYTICAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR: (I) EVALUATING AND VERIFYING ALL CONTENT; (II) CONDUCTING YOUR OWN INDEPENDENT ANALYSIS; (III) EXERCISING YOUR OWN BUSINESS JUDGMENT; AND (IV) CONSULTING WITH QUALIFIED PROFESSIONAL ADVISORS BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS. COMPANY IS NOT YOUR ADVISOR, CONSULTANT, AGENT, OR FIDUCIARY AND OWES YOU NO DUTIES EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS.

COMPANY HAS NO CONTROL OVER AND ASSUMES NO RESPONSIBILITY FOR THE CONDUCT, ACTIONS, PRACTICES, OR COMPLIANCE OF ANY THIRD PARTIES, INCLUDING PARTICIPANTS IN THE PROGRAMMATIC ADVERTISING ECOSYSTEM, THIRD-PARTY PLATFORMS OR SYSTEMS, OR DATA SOURCES. COMPANY DOES NOT ENDORSE, VERIFY, VALIDATE, OR CERTIFY ANY THIRD PARTIES IDENTIFIED THROUGH THE SERVICES. ANY DECISIONS REGARDING THIRD-PARTY RELATIONSHIPS ARE ENTIRELY YOUR RESPONSIBILITY AND AT YOUR SOLE RISK.

COMPANY RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES OR ANY PORTION THEREOF AT ANY TIME, WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY.

YOU ACKNOWLEDGE THAT: (a) these disclaimers are fundamental elements of the basis of the bargain and are reflected in the fees charged; (b) Company would not provide the Services without these limitations; (c) you bear all risk associated with your use of and reliance on the Services; (d) you are solely responsible for independently verifying all information and exercising business judgment; and (e) you have not relied on any representation or warranty except as expressly set forth in these Terms.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

NEITHER COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DEVELOPING OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR  ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR: ANY BUSINESS DECISIONS, STRATEGIES, OR ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE SERVICES OR CONTENT, OR ANY OUTCOMES OR CONSEQUENCES THEREOF; ANY ERRORS, OMISSIONS, INACCURACIES, OR DEFECTS IN THIRD-PARTY DATA SOURCES (INCLUDING ADS.TXT, SELLERS.JSON, OR SUPPLY CHAIN DATA), OR ANY RELIANCE ON INACCURATE, INCOMPLETE, OR OUTDATED DATA; THE CONDUCT, ACTIONS, PRACTICES, OR PERFORMANCE OF ANY THIRD PARTIES, INCLUDING PUBLISHERS, AD NETWORKS, SSPS, DSPS, ADVERTISERS, OR INTERMEDIARIES; ANY DISPUTES OR CLAIMS ARISING BETWEEN YOU AND ANY THIRD PARTY; ANY TERMINATION OR MODIFICATION OF BUSINESS RELATIONSHIPS BASED ON INSIGHTS FROM THE SERVICES; ANY CHANGES, DISRUPTIONS, OR ISSUES IN THE PROGRAMMATIC ADVERTISING ECOSYSTEM; FAILURES OF ADVERTISING AUCTIONS, BIDDING PROCESSES, OR SUPPLY CHAIN MECHANISMS; PERFORMANCE ISSUES WITH ADVERTISING INVENTORY; VIOLATIONS OF INDUSTRY STANDARDS OR PLATFORM POLICIES; ANY FAILURE TO COMPLY WITH APPLICABLE LAWS, REGULATIONS, INDUSTRY STANDARDS, OR CONTRACTUAL OBLIGATIONS; ANY LEGAL, REGULATORY, OR CONTRACTUAL CLAIMS OR LIABILITIES; ANY PENALTIES, FINES, OR SANCTIONS IMPOSED BY AUTHORITIES; ANY INTERRUPTION, SUSPENSION, DELAY, TERMINATION, BUGS, ERRORS, DEFECTS, PERFORMANCE ISSUES, OR INCOMPATIBILITY WITH YOUR SYSTEMS; SECURITY BREACHES, CYBER-ATTACKS, OR UNAUTHORIZED ACCESS; FORCE MAJEURE EVENTS; ACTIONS OR OMISSIONS OF THIRD-PARTY SERVICE PROVIDERS; OR CHANGES IN TECHNOLOGY, INDUSTRY STANDARDS, OR MARKET CONDITIONS.

IN NO EVENT WILL COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY PAID TO COMPANY FOR USE OF THE SERVICES OR CONTENT, OR ONE US DOLLAR (US $1), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMPANY, AS APPLICABLE. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its parent corporation, officers, directors, employees, licensors and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services and/or the Platform; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that your Client Data caused damage to a third party; (vi) Any business decisions, strategies, or actions you take or fail to take based on the Services or Content, including claims by publishers, ad networks, SSPs, DSPs, advertisers, intermediaries, or other third parties arising from actions taken based on insights, recommendations, or analytics provided by the Services; (vii) Your breach of any representation, warranty, or covenant set forth in these Terms; (viii) Any claims arising from your advertising operations, supply chain practices, or business relationships; or (ix) Any negligent or willful misconduct by you or anyone acting on your behalf . This defense and indemnification obligation will survive these Terms and your use of the Services and/or the Platform.

Force Majeure

Without derogating from the generality of the foregoing section, the Company will not be liable for any act or omission resulting from a Force Majeure event (as defined hereinbelow), in connection with the Platform and/or the Services, including delaying the execution or non-execution of its obligations pursuant to the provisions of these Terms, in whole or in part.  For the purposes hereof, “Force Majeure” means an event that is beyond the reasonable control of the Company, which directly or indirectly prevents the Company from fulfilling its obligations hereunder and/or performing these Terms, notwithstanding what was agreed upon and includes, but not limited to, third-party acts and omissions, malfunctions stemming from infrastructure, including the Internet or electricity, strikes, acts of God, lockout, strike, riot, insurrection, civil disturbance or disruption of the public markets, natural disasters, pandemics, terrorist attacks, acts of war or other public security incidents and/or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

During any period in which Company is unable to perform its obligations due to a Force Majeure event, Company’s obligations will be suspended, and Company will be entitled to a reasonable extension of time for performance. If a Force Majeure event continues for more than thirty (30) days, either party may terminate these Terms upon written notice to the other party, and Company will provide you with a pro-rata refund of any prepaid amounts for the unused portion of the service period as set forth in the applicable Work Order.

Termination

You may terminate these Terms at any time by: (i) providing written notice to Company in accordance with the notice provisions of these Terms; or (ii) providing written notice of termination as set forth in the applicable Work Order. Termination by you shall be effective in accordance with the notice period specified in the applicable Work Order, and you shall remain responsible for all fees and amounts incurred and payable through the effective date of termination as set forth therein. Company may terminate these Terms and suspend or terminate your access to the Services immediately upon written notice to you if: (a) You breach any material term of these Terms and fail to cure such breach within ten (10) days after receiving written notice thereof (or immediately upon notice if the breach is not capable of cure); (b) You breach any representation or warranty set forth in these Terms; (c) You engage in any Prohibited Activities as set forth in these Terms; (d) You fail to pay any fees when due and fail to cure such non-payment within ten (10) days after receiving written notice; (e) You become insolvent, make an assignment for the benefit of creditors, file or have filed against you a petition in bankruptcy or similar proceeding, or cease to do business; (f) Company reasonably believes that your use of the Services poses a security risk, may adversely impact the Services or other users, or may subject Company to liability; (g) Your use of the Services is in violation of applicable law; (h) Company is required to terminate your access by law, regulation, court order, or governmental authority.

Company may terminate these Terms and discontinue providing the Services to you for any reason or no reason upon thirty (30) days’ prior written notice to you. In the event of such termination for convenience, Company will provide you with a pro-rata refund of any prepaid amounts for the unused portion of the service period as set forth in the applicable Work Order.

Upon termination or expiration of these Terms for any reason: (a) Your right to access and use the Services will immediately cease; Company may immediately deactivate or delete your account and all related information and files; Company may bar any further access to the Services; (b) You will have thirty (30) days from the effective date of termination to export your Client Data from the Services (if such functionality is available); after such 30-day period, Company may, but is not obligated to, delete all Client Data in its possession or control; Company will have no obligation to maintain or provide any Client Data after termination; you acknowledge that following termination, you may lose access to all Content, analytics, reports, and insights previously made available through the Services; (c) You will remain obligated to pay all fees and charges incurred prior to the effective date of termination; no refunds will be provided except as expressly set forth in these Terms; any outstanding amounts owed to Company will become immediately due and payable; (d) Upon Company’s request, you will immediately return or destroy all confidential information and other materials provided by Company; you will certify in writing to Company that you have complied with the foregoing; (e) Termination will not relieve you of any obligations that accrued prior to termination; the following provisions will survive: Definitions; User Representations, Warranties, and Covenants; Proprietary Rights; sections relating to Client Data and licenses; Warranty Disclaimers; Limitation of Liability; Indemnification; Effect of Termination; Dispute Resolution; and General Provisions.

In addition to Company’s termination rights, Company may immediately suspend your access to the Services without notice if: (i) Company reasonably believes there is an imminent risk of harm to Company, the Services, or other users; (ii) you are in breach of these Terms; (iii) your account shows unusual activity that may indicate a security breach; or (iv) required by law or governmental authority. Company will use commercially reasonable efforts to provide you with notice and an opportunity to remedy the issue, except where immediate suspension is required to prevent harm or comply with legal requirements.

Dispute Resolution

These Terms and any action related thereto will be governed by the laws of Israel without regard to its conflict of law’s provisions.

General

These Terms constitute the entire and exclusive understanding and agreement between us regarding the Services and Content through the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the Services and Content through such Platform. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You and Company are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on the other’s behalf.

These Terms are intended solely for the benefit of you and Company and are not intended to confer third-party beneficiary rights upon any other person or entity, except that the Company Parties are intended third-party beneficiaries of the indemnification, warranty disclaimer, and limitation of liability provisions.

You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by the Company under these Terms, including those regarding modifications to these Terms, will be given: by the Company (i) via email; or (ii) by posting to the Services and/or Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. Any such amendment or modification will be effective thirty (30) days following the posting of the modified Terms on the Platform. If you do not agree to be bound by the modified Terms, you must discontinue using the Platform.

Because our Services are evolving over time we may change or discontinue all or any part of the Services, including features or relevant Content, at any time and without notice, at our sole discretion.

Contact Us

If you have any questions or concerns regarding our Terms, please send us a detailed email message to admin@optimad.ai, and we will try to resolve your concerns.

Last Updated:  May 2026