Last Updated: January 7, 2026
Company: Three Spring Media LTD
Contact: [email protected]
1.1. Platform and Services
Welcome to LightAd DSP (the “Platform” or “DSP”). Our proprietary Platform is a demand-side platform, which is a software platform for advertisers, providing, among other services, real time bidding, audience targeting, performance analytics, and access to in-app / CTV (Connected TV) traffic for advertisers, freelancers, app owners, and others, which are Clients. We offer worldwide traffic subject to limitations by any applicable law or regulation. Our services include both a self-serve platform and managed campaigns (the “Services”). Our DSP operates on proprietary technology developed in-house and adheres to IAB protocols.
For avoidance of doubt, the Platform operates across Web, In-App, and Connected TV (CTV) environments. Certain industry frameworks, including the IAB Europe Transparency & Consent Framework (TCF), apply only to Web-based advertising and do not apply to In-App or CTV inventory.
1.2. Scope of These Terms
These General Terms govern, in conjunction with any other applicable document, as may be detailed herein below, Client’s use of the Platform and the contractual framework with the Company with respect thereto. For purposes of these Terms, “Company” means Three Spring Media LTD.
Brand and Entity Clarification.
“LightAd,” “LightAd DSP,” and related names are trade names, brands, or product names under which Three Spring Media LTD provides the Services. All rights, obligations, and liabilities under this Agreement are entered into solely with Three Spring Media LTD, which is the legal entity operating the Platform and providing the Services.
1.3. Eligible Users
The Services are meant to be utilized by advertisers, networks of publishers, network publishers, and relevant third parties, which agree to these General Terms, and have opened an Account with the Platform (the “Client”), or were refused to open an Account with the Platform.
1.4. Separate Agreements and Order Forms
Should the Company and the Client enter into a separate and/or different and/or additional agreement and/or Order Forms (a “Separate Agreement”), the terms contained therein shall govern, unless otherwise provided thereunder (a Separate Agreement, and these Terms, collectively, shall be referred to herein as the “Agreement”).
1.5. Changes
Changes to the Services, General Terms or the Agreement may be made by the Company. These Terms may be modified (including URLs referenced in these Terms, if any, and the content within such URLs) from time to time. The Company may also modify URLs referenced in an Order Form and the content within such URLs from time to time. Any modifications to these General Terms or the URLs referred to in this Agreement will be available at the relevant URL. Changes to these Terms (including changes to the content within URLs) will not apply retroactively and will become effective 5 calendar days after they are posted, except that changes to URL references will be effective immediately.
1.6. Services Provided as Intermediary (Ad-Tech Intermediary Role)
Client acknowledges and agrees that the Company provides the Services as an advertising technology intermediary and does not act as a publisher, media owner, operator, or controller of third-party inventory, applications, websites, CTV channels, or other third-party properties on which Ads may be served. Company does not own, operate, or control the editorial content, functionality, availability, placement context, or quality of any Target Properties or third-party supply (including supply provided via SSPs, exchanges, or other partners), and does not guarantee the availability, suitability, or uninterrupted delivery of any such third-party supply. Without derogating from any other limitation or disclaimer under the Agreement, Company shall not be responsible or liable for: (i) the content, legality, or operation of third-party Target Properties; (ii) the actions, omissions, bidstream integrity, or technical performance of SSPs/exchanges/supply partners; or (iii) any unavailability, latency, mismatch, or errors in third-party supply, bid requests, auction mechanics, or ad serving that are outside of Company’s reasonable control.
1.7. Auction Mechanics; OpenRTB Disclaimer
Client acknowledges that ad auctions conducted through the Platform are executed via third-party supply-side platforms, exchanges, or publishers in accordance with their respective auction rules and technical implementations (including OpenRTB or similar protocols). The company does not control auction design, bid evaluation logic, timeout thresholds, clearing price determination (including first-price, second-price, bid shading, or hybrid models), win notifications, or loss notifications. The company makes no representations or warranties regarding auction outcomes, clearing prices, win rates, or bid success, and shall have no liability for discrepancies, losses, or outcomes arising from auction mechanics or SSP-side decisioning.
1.8. Traffic Aggregation and Routing
Client acknowledges that inventory accessed through the Platform may be sourced from, routed through, or aggregated across multiple intermediaries, exchanges, resellers, or supply partners. Unless expressly stated in an Order Form, Company does not represent that inventory is direct from publishers or exclusive to Client. Company may route, optimize, or redistribute traffic through its supply integrations in accordance with availability, performance considerations, and contractual obligations. No exclusivity or direct-supply relationship is implied.
The following capitalized terms will have the associated meanings for purposes of the Agreement. Any definitions included in these Terms or any related Order Form(s) will have the same meaning throughout the Agreement.
2.1. “Account”: The Client’s account opened for the Platform.
2.2. “Ad(s)”: Advertising content.
2.3. “Affiliate” or “Affiliated Party”: With respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.
2.4. “Brand Characteristics”: Each party’s trade names, trademarks, logos and other distinctive brand features.
2.5. “Client Content”: Any content served to End Users through the Target Properties that is not provided by Company (including the content of all Ads served via the Services), or otherwise served to the Company, via the Platform or otherwise, to be reviewed in accordance with Section 5.
2.6. “Confidential Information”: Information that one party (or an Affiliate) discloses to the other party under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is lawfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
2.7. “Creatives”: Digital ad assets, such as banners, videos, or other media, that are designed and displayed as part of advertising campaigns.
2.8. “Cryptocurrency”: A digital or virtual currency that uses distributed ledger technology, independently of a central bank. Cryptocurrencies include, but are not limited to, Bitcoin (BTC), Ethereum (ETH), Tether (USDT), and other digital assets that may be accepted as a form of payment under this Agreement.
2.9. “Data”: Data derived from Client’s use of the Services.
2.10. “End User(s)”; “Personal Data”; Channel Scope Clarification
“End User(s)” means individual human end users of a Target Property.
For purposes of this Agreement, “Personal Data” means any information relating to an identified or identifiable natural person, including but not limited to IP address, email address, postal address, device identifiers, geolocation, and interaction data. The Company collects non-identifiable data (such as device ID, geo, and language) for campaign optimization, but may also process Personal Data provided by Clients, Partners, or End Users as required by law.
Company will process Personal Data only where a valid legal basis exists under applicable law, including:
a) processing necessary for the performance of Services or a contract;
b) processing based on Client or End User consent;
c) processing necessary for the Company’s legitimate interests (e.g., platform improvement, fraud prevention, analytics), provided such interests are not overridden by individual rights; or
d) processing required by applicable law or regulation.
Where Company determines the purposes and means of processing, it acts as “Controller” under applicable data protection law. Where Company processes Personal Data on behalf of Client, it acts as “Processor” and will process such data only in accordance with Client’s lawful instructions.
Personal Data may be processed or transferred outside the European Economic Area (“EEA”) or other jurisdictions. In such cases, the Company will ensure adequate safeguards, such as Standard Contractual Clauses, are in place to protect data.
The Company will retain Personal Data only as long as necessary to fulfill the purposes for which it was collected, or as required by law. Upon request, and where legally permissible, Company will delete or anonymize Personal Data within a reasonable period.
Individuals have the right to: access their Personal Data; request rectification; request erasure where legally applicable; restrict or object to processing in certain cases; request data portability; and withdraw consent at any time without affecting prior lawful processing.
Such requests may be submitted to [email protected], and will be handled in accordance with applicable law.
The Company may use cookies and similar technologies on its Website and Platform to enhance user experience, analyze usage, and improve performance. Clients must ensure their Target Properties disclose such usage in their own privacy policies.
Company implements appropriate technical, administrative, and organizational safeguards to protect Personal Data from unauthorized access, disclosure, alteration, or destruction. However, Clients acknowledge that no transmission over the Internet is entirely secure, and the Company cannot guarantee absolute security.
By registering and using the Platform, Clients and End Users may receive operational, promotional, and marketing communications. Recipients may opt out of marketing communications at any time, without affecting the receipt of operational or transactional notices.
Clients and Partners warrant that any Personal Data provided to Company has been lawfully obtained and that appropriate disclosures and consents have been secured. Clients remain solely responsible for ensuring compliance with applicable privacy and data protection laws in connection with their own activities, End Users, and Target Properties.
Channel Scope Clarification.
For Web-based advertising activities, Company may process Personal Data in reliance on consent and/or legitimate interest as declared in its registration on the IAB Europe Global Vendor List (GVL) and in accordance with the IAB Europe Transparency & Consent Framework. For In-App and Connected TV (CTV) environments, Company does not rely on browser cookies or TCF consent strings and instead processes data based on platform-specific consent and privacy mechanisms implemented by Clients, publishers, operating systems, device manufacturers, or supply-side partners.
2.11. “Intellectual Property Rights”: All copyrights, moral rights, patent rights, trademarks, rights in or relating to confidential Information and any other intellectual property or similar rights (registered or unregistered) throughout the world.
2.12. “Order Form”: An order form, insertion order, schedule or other agreement that is subject to these Terms and sets forth pricing and other terms with respect to a particular Service. All Order Forms incorporate and are governed by the terms and conditions contained herein.
2.13. “Service Fees”: The service, transaction, product and other fees set forth in the Order Form(s) or in an applicable user interface for a Service.
2.14. “Target Properties”: Properties on which an Ad is served via the Services (i.e., web sites, consent-based e-mail publications, approved software applications or other properties as approved by Company).
2.15. IAB Transparency, Consent & Privacy Signals
IAB Transparency & Consent Framework (TCF). The Company participates in the IAB Europe Transparency & Consent Framework (“TCF”) and is listed on the IAB Europe Global Vendor List (“GVL”). The Company’s Vendor ID is published in its Privacy Policy.
Scope. TCF obligations apply solely to Web inventory that uses cookies or similar browser storage technologies. TCF does not apply to In-App or Connected TV (CTV) inventory.
Privacy Signals. Client is responsible for collecting, honoring, and accurately passing applicable privacy and consent signals, including where applicable: (i) IAB TCF consent strings (TC String), (ii) IAB GPP strings, (iii) “Do Not Sell or Share” signals, (iv) Global Privacy Control (GPC), (v) Apple App Tracking Transparency (ATT) authorization, and (vi) Android privacy and advertising ID controls. Clients shall not misrepresent, suppress, falsify, or bypass such signals.
To register and access our Platform, Clients must first submit their personal and contact details. Upon receipt of this information, a member of our team will reach out to the user to discuss their needs and verify their credentials. Please note that users are not permitted to directly open an account on the platform. We prioritize vetting each user before onboarding to ensure a secure and high-quality experience for all members of our community. The Company reserves at all times the right to elect, in its sole discretion and without providing any explanation, to refuse to open an account.
3.1. Account Security and Credentials.
Client is solely responsible for maintaining the confidentiality and security of its Account credentials (including usernames, passwords, API keys, and access tokens) and for all activity that occurs under its Account, whether authorized or unauthorized. Client shall promptly notify Company of any suspected unauthorized access, security breach, or misuse of its Account. Company shall not be liable for any losses, charges, or damages arising from compromised credentials or unauthorized Account activity, except to the extent caused by Company’s proven gross negligence or willful misconduct.
4.1. Client shall:
a) At all times utilize or otherwise use the Services in full compliance with all applicable laws, regulations, and Company’s policies, as may be amended from time to time, and at all times the burden of proof in establishing such compliance remains with Client, should it be required to provide proof of such compliance by the Company;
b) Be solely responsible for their usage and implementation of the Services, their utilization of third-party data, and its providers, and the acts or omissions related thereto;
c) Obtain all rights necessary to use, and necessary to permit Client, as the case may be, to use the Data under the terms of the Agreement, including from Client’s Affiliates, partners, Target Property owners, and End Users;
d) Use the Services in compliance with all applicable privacy and export laws, rules, regulations and sanctions programs, including applicable internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance), and including without limitation GDPR, CPRA/CCPA, the EU Digital Services Act, COPPA (where applicable), and applicable IAB/NAI/DAA standards, including the IAB Transparency & Consent Framework where applicable to Web inventory; and comply with all applicable platform and device/OEM policies relevant to the Client’s campaigns and inventory, including (as applicable) Apple policies (including ATT and App Store Review Guidelines), Google/Android policies (including Google Play policies and advertising ID requirements), and CTV/OEM/OS policies and marketplace rules (including those of Roku, Samsung, LG, Amazon, and similar platforms). Company may reject, pause, or terminate campaigns or content that, in Company’s reasonable judgment, creates platform policy risk;
e) Ensure that each of its Target Properties utilizing a Service contains a privacy policy that discloses (i) the usage of third-party technology and (ii) the data collection and usage resulting from the Services, provided that those privacy policies need not expressly identify Company or any Service, unless otherwise required by law, rule or regulation; and advise its Clients and Company Partners in writing that each of their web sites and Target Properties must comply with the foregoing. Where Web inventory is used, such disclosures shall include reference to consent mechanisms and third-party advertising technologies in accordance with the IAB Transparency & Consent Framework or other applicable industry standards; and
f) The Client is solely responsible for the substantive content of each Ad. The Client warrants and represents that it shall use commercially reasonable efforts to ensure that the Ad Creatives and landing pages do not contain or link to any content that: (a) violates any applicable law, rule or regulation, (b) promotes violence, the use of firearms, or unlawful subject matter or activities (e.g. discrimination of protected classes, hate crimes, P2P sites, or copyright protection circumvention sites, etc.), (c) violates any intellectual property right or other proprietary or privacy right of any third party, and/or (d) is defamatory, libelous, deceptive, pornographic or sexually explicit.
4.2. Client shall not (and will not assist or knowingly permit any third party to):
a) pass to Company (or cause Company to receive) End User directly identifying data that Company could use to identify an individual as a named person (such as names, personal email addresses, phone numbers, precise postal addresses, government IDs, or similar identifiers), except where lawfully permitted, properly disclosed, and strictly required for the provision of Services under an Order Form; provided that this restriction does not prohibit sharing business contact data reasonably necessary for account administration, billing, support, contracting, compliance communications, or KYC/AML verification (e.g., account administrator name, business email, role, and invoicing contact details);
b) misappropriate any part of a Service or modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect to Services or any part of a Service;
c) damage or tamper with any part of a Service;
d) knowingly breach any Service security measure; or
e) provide Company any Ad that (x) when viewed or clicked on by an End User’s computer, causes such End User’s computer to download any software application, or (y) is illegal.
5.1. The Company reserves the right to review, approve, or reject any Client Content for use on the Platform. The Company may remove or reject Client Content that, in its sole discretion, is deemed to be in violation of any applicable law, regulation, or industry standard, or that may negatively impact the Platform’s and/or the Company’s reputation, user experience, or operational integrity. This includes, but is not limited to, content that is:
a) in violation of any intellectual property rights;
b) deemed inappropriate, offensive, or harmful;
c) misleading, false, or deceptive;
d) violating privacy or data protection laws; or
e) promoting illegal activities.
5.2. The Company shall notify the Client of any such removal or rejection and may provide an opportunity for the Client to modify the content to comply with the Company’s standards and requirements.
5.3. Automated Scanning; Security and QA Checks
Company may perform automated and/or manual checks of Client Content, Creatives, and associated landing pages/URLs (including redirects) for quality assurance, policy compliance, malware, suspicious code, deceptive behavior, or other security and brand safety risks. Such checks may include automated scanning tools and third-party security services.
5.4. Immediate Takedown
If Company reasonably determines that any Client Content, Creative, landing page, or redirect chain presents a security risk (including malware or suspicious behavior), violates applicable law or platform policies, or creates reputational or operational risk, Company may immediately block, remove, or disable delivery without prior notice and without liability to Client. Client remains solely responsible for ensuring that Creatives and landing pages are safe, lawful, and compliant.
5.5. Intellectual Property Complaints and Takedowns.
Company may receive complaints or notices alleging that Client Content or Creatives infringe intellectual property or other proprietary rights. Upon receipt of such notice, Company may remove, disable, or suspend delivery of the relevant content without prior notice and without liability to Client. Company is not required to adjudicate disputes between Client and third parties. Client is solely responsible for resolving any intellectual property claims and for ensuring that all Client Content complies with applicable laws and third-party rights.
We collect and process data in accordance with applicable privacy regulations and industry standards (including IAB standards), such as device identifiers, approximate location data, language, user or advertising identifiers, and performance data, for the purposes of campaign delivery, optimization, measurement, fraud prevention, and reporting. The Platform does not intentionally collect direct personal identifiers such as names or email addresses in the course of advertising delivery.
For more information, please visit our Privacy Policy at: https://lightad.com/privacy-policy/
Bidstream Logs.
In the ordinary course of providing the Services, Company may receive and process bid requests, bid responses, and related transaction logs from SSPs/exchanges and supply partners (“Bidstream Data”). Company may store Bidstream Data (including logs and associated technical identifiers) for the purposes of security monitoring, fraud/IVT prevention, troubleshooting, reporting, billing verification, forecasting, reconciliation, and compliance. Unless a longer retention period is required by law or necessary to establish, exercise, or defend legal claims, Bidstream Data may be retained for up to 24 months, consistent with Section 25.7.
We ensure compliance with GDPR, CCPA, and other relevant data protection laws using industry-standard mechanisms, by ourselves or by third party services providers. For more information, please visit our Privacy Policy at: https://lightad.com/privacy-policy/
7.1. Data Processing Addendum (DPA)
Where Company processes Personal Data on behalf of Client as a “Processor” under applicable data protection law, the parties agree that Company’s Data Processing Addendum (“DPA”) shall apply and is incorporated into this Agreement by reference. The DPA sets out the parties’ respective data protection obligations, including any required Standard Contractual Clauses or regional data transfer mechanisms. In the event of any conflict between this Agreement and the DPA with respect to Personal Data processing, the DPA shall prevail.
The DPA is available upon request or via Company’s website and applies only to the extent Company acts as a Processor.
8.1. Company owns and retains all right, title and interest in and to the Platform and any Intellectual Property Rights in connection thereto, all software, databases and other aspects and technologies related to the Platform, any enhancements, modifications or derivative works thereto, any materials made accessible to the Client by Company through the Platform, such as through the user interfaces or otherwise, and all intellectual property and proprietary rights in and to all of the foregoing. The Client shall not use the Platform except as expressly provided for in these Terms and the Agreement. The Client shall not reverse engineer, disassemble, reconstruct, prepare derivative works from, decompile, copy, or otherwise attempt to derive source code from the Platform or any aspect or portion thereof (except to the extent that such acts are permitted by applicable law), or alter or remove any identification, trademark, copyright or other notice from the Platform, nor will the Client authorize, permit or cause others to do so.
8.2. Clients must ensure their campaigns comply with intellectual property rights. Companies shall not be liable for any campaigns that infringe these rights. Except to the extent expressly stated otherwise in the Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights owned or licensed by the other party.
Company may use Client’s Brand Characteristics as necessary for Company to provide the Services (e.g., if Client makes its inventory available on a transparent basis via the Services, and Company may display Client’s Brand Characteristics to advertisers). Other than the limited license set forth in the preceding sentence, Company will not use Client’s Brand Characteristics (including for marketing and promotional purposes) without Client’s prior written approval.
The receiving party will not disclose the confidential Information of the disclosing party, except to Affiliates, employees, agents, or professional advisors of the receiving party who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The receiving party will ensure that those people and entities use the confidential information of the disclosing party only to exercise rights and fulfill obligations under the Agreement, and that they keep it confidential. The receiving party may also disclose confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. For purposes of clarification, Data and the terms and conditions of this Agreement are considered confidential Information under the Agreement.
This Section shall not apply in connection with Section 15.4, in a case where the Company is required to provide any such information for any Cryptocurrency exchange.
Each party represents and warrants that it has all necessary rights and authority to (i) enter into the Terms and each Order Form, and (ii) perform its obligations hereunder and thereunder. Client further represents and warrants that it has all necessary rights and authority to act on behalf of any Clients and Affiliated Parties.
Except as expressly provided for in the Terms and/or any other portion of the Agreement and to the maximum extent permitted by applicable law, neither party makes any warranty of any kind, whether implied, statutory, or otherwise. Each party hereby expressly disclaims, without limitation, all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, completeness, system integration, quiet enjoyment, and any warranties arising out of any course of dealing, usage, or trade.
Without limiting the generality of the foregoing, Company does not warrant that the Services or any products provided pursuant to this Agreement will meet the other party’s requirements or that the operation of the Services will be uninterrupted or error-free. Company does not make any warranty regarding the results that may be obtained from the use of the Services or any products provided pursuant to this Agreement, or that any defects in the Services or products will be corrected.
Furthermore, the Company does not warrant or guarantee that any content, Target Properties or information provided through the Services or products will be accurate, complete, reliable, current, secure, or free of viruses or other harmful components. Any reliance on or use of such content or information is at the risk of the Client or the End User.
Client acknowledges that it has not relied upon any representation or warranty made by the other party, or any other person on the Company’s behalf, except as specifically provided in the Agreement.
No advice or information, whether oral or written, obtained by Client from the Company or through or from the Services shall create any warranty not expressly stated in this Agreement.
The foregoing disclaimers will not limit either party’s IP infringement indemnification obligations set forth in these Terms. To the extent any disclaimer or limitation of liability does not apply, all express, implied, and statutory warranties shall be limited in duration to a period of thirty (30) days after the effective date of the Agreement, and no warranties shall apply after such period.
Targeting data and segments may be provided by third parties and are provided ‘as is’
The Services are provided on a commercially reasonable, best-effort basis. Company does not guarantee minimum delivery, spend, impressions, clicks, installs, conversions, pacing, fill rates, reach, inventory availability, or campaign duration, and does not provide any service level agreement (SLA) unless expressly agreed in writing in an applicable Order Form. Campaign delivery and performance depend on market conditions, third-party supply, targeting constraints, and Client inputs, and are not guaranteed.
Delivery, rendering, measurement, or visibility of Ads may be affected or prevented by ad blockers, browser restrictions, operating system controls, OEM enforcement, network conditions, or end-user device configurations. Company shall not be liable for non-delivery, partial delivery, measurement discrepancies, or reduced performance resulting from such technical or environmental factors.
The company does not guarantee alignment between Platform reporting and third-party attribution or measurement platforms.
13.1. Client (the “Indemnifying Party”) will defend and indemnify the Company and its officers, directors, employees and agents (each, an “Indemnified Party”) from all third-party claims or liabilities (including reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to the Indemnifying Party’s (i) breach or alleged breach of the Agreement or (ii) infringement of a Company’s patent, trademark, trade secret or copyright in connection with (x) with respect to Company, the software and other technology used by Company to provide the Services hereunder, and (y) with respect to Client, the creative, technology, data or other materials provided by Client to Company or otherwise provided and utilized by Client in connection with the Services hereunder (the indemnification obligation of Client described in this clause (ii), the “IP Infringement Obligation”).
13.2. In addition, Client will defend and indemnify Company and its Indemnified Parties from all third-party claims or liabilities (including reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to: (i) Client Content, Target Properties or Client’s Brand Features, (ii) any use of Service(s) by a Client’s Affiliated Parties, or (iii) any direct claims brought by Client Affiliated Parties against Company relating to Company’s provision of the Service(s) for such Client Affiliated Party.
13.3. The Indemnified Party must (i) promptly notify the Indemnifying Party in writing of the third-party claims (except that failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been damaged by the failure); (ii) reasonably cooperate with the Indemnifying Party in the defense of the matter and (iii) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement. The Indemnified Party may at its expense join in the defence with counsel of its choice. The Indemnifying Party may enter into a settlement only if it (A) involves only the payment of money damages by the Indemnifying Party and (B) includes a complete release of the Indemnified Party; any other settlement will be subject to written consent of the Indemnified Party (not to be unreasonably withheld or delayed).
13.4. If a Service becomes, or in Company’s reasonable opinion is likely to become, the subject of an intellectual property infringement claim, then Company will promptly notify Client and, at its sole option and expense, may suspend provision of the applicable Service and either: (x) procure the right to continue providing the Service as contemplated by the Terms; (y) modify the Service to render it non-infringing without adversely affecting use of such Service; or (z) replace the Service with a functionally equivalent, non-infringing service. If the above options are not commercially practicable, either party may terminate the Order Form(s) for the Services impacted.
14.1. Unless otherwise expressly limited, each party shall be liable to the other party for the breach of their obligations under the Agreement and shall compensate the other party for the damages caused by such breach.
14.2. In no event shall either party be liable to the other for any lost profits or special, punitive, incidental, consequential or other indirect damages, however caused and whether in contract, tort or under any theory of liability, and whether or not such party has been advised of the possibility of such damages. Excluding payment obligations, in no event shall Company’s aggregate liability to the other arising out of the Agreement exceed the lesser of: (a) US$ 1,000 or (b) amounts payable to Company in the period of three (3) months preceding the incident giving rise to the claim. The above limitations shall apply notwithstanding the failure of the essential purpose of any remedy.
14.3. The limitations on liability set forth in Section 14.2 shall not apply to: (a) a breach of Section 10 of the Terms (Confidentiality), (b) a claim for indemnification under Section 13, (c) a claim arising out of Client’s infringement of Intellectual Property Rights, due payments to Company, compliance with any applicable law, including without limitations, privacy regulation and financial regulation, by Client; or (d) the gross negligence; willful or intentional misconduct; dishonesty; or fraudulent, criminal or malicious conduct of the Party seeking to limit its damages.
14.4. No Liability for Campaign Performance.
Without limiting the foregoing, Company shall have no liability for campaign performance, return on ad spend (ROAS), cost per acquisition (CPA), conversion rates, delivery volume, reach, or achievement of business, marketing, or financial objectives. All campaign results are dependent on market conditions, third-party supply, targeting inputs, and Client decisions, and are not guaranteed.
15.1. All payments are prepaid. Payment terms include prepayment with a minimum initial payment as may be decided, amended or otherwise revised, in Company’s sole discretion. Wire transactions require a minimum of $500. Users bear any transaction fees for PayPal, Payoneer, or other payment methods. The Company may offer Cryptocurrency options like USDT. Negative balances are not permitted unless specified in an Order Form.
15.2. The Service Fees are exclusive of taxes. Clients will pay all taxes and other government charges related to or arising from use of the Services (except for taxes on Company’s net income).
15.3. In addition to other rights and remedies Company may have, Company may offset the Service Fees payable by Client under the Agreement against any payment obligations to Client that Company may incur under the Agreement.
15.4. Cryptocurrency Payments (Additional Terms)
Should payments to Company be made via Cryptocurrency, the following shall apply in addition to the above (and without derogating from anything under the Agreement):
a) Acceptance of Cryptocurrency Payments. The Company may accept payments in various cryptocurrencies as specified in the applicable Order Form or on the Platform. All Cryptocurrency transactions must comply with the Company’s relevant policies and applicable laws and regulations.
b) Client Responsibility for Cryptocurrency Source. The Client is solely responsible for ensuring that the Cryptocurrency used for payments is obtained through legal and legitimate means. The Client must not use funds that are derived from or related to any illegal activities, including but not limited to money laundering, terrorist financing, fraud, or any other illicit activities.
c) Indemnification. Without derogating from Section 13 hereof, the Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses, including reasonable attorney’s fees, arising out of or related to the Client’s use of non-AML compliant funds or Cryptocurrency that causes any account to be locked, frozen, or subject to investigation by an exchange or regulatory authority.
d) Notification of Account Issues. In the event that an account is locked, frozen, or otherwise restricted by a Cryptocurrency exchange due to the receipt of Cryptocurrency payments from the Client, the Company will notify the Client as soon as practicable. The Client agrees to cooperate fully with the Company and the exchange to resolve the issue.
e) Right to Refuse or Refund Payments. The Company reserves the right to refuse or refund any Cryptocurrency payments that it deems, in its sole discretion, to be associated with illegal activities or to pose a risk to the Company or its operations. In such cases, the Client will be notified, and the Company may require the Client to provide additional information.
f) Source of Funds Warranty. Client represents and warrants that all funds used in connection with the Services, including any Cryptocurrency payments, originate from lawful sources and are not derived from, linked to, or associated with money laundering, terrorist financing, sanctions violations, fraud, or any other illegal or prohibited activity under applicable law. Client acknowledges that the Company may rely on this representation for purposes of compliance with anti-money laundering, counter-terrorist financing, and sanctions laws.
15.5. Compliance Reviews; Holds; Restricted Verticals
In addition to any other rights under the Agreement, Company may, in its sole discretion, place a hold on funds, suspend spend, delay processing of refunds, credits, chargebacks handling, or payouts (if applicable), and/or require additional verification where Company reasonably suspects or is investigating: fraud or invalid traffic, money laundering, sanctions or export-control issues, chargebacks, payment disputes, policy violations, restricted/suspicious vertical activity, or any other compliance or security risk. During such review, Company may withhold refunds or credits until the review is completed to Company’s reasonable satisfaction. The Company may also require Client to provide documentation reasonably requested for KYC/AML, sanctions screening, source-of-funds verification, and/or compliance validation. If the review confirms a violation or material risk, Company may (without limitation) terminate the Account, retain amounts required to cover chargebacks, reversals, fees, taxes, penalties, investigation costs, or other exposure, and/or report the matter to relevant payment providers, exchanges, or authorities where required by law.
15.6. Payment and Refund Dispute Window
Any dispute relating to billing, charges, credits, refunds, offsets, or payments must be submitted in writing within thirty (30) days of the applicable invoice, charge, refund decision, or transaction date. Failure to raise such a dispute within this period constitutes a waiver of the claim to the maximum extent permitted by law.
15.7. Currency, Exchange Rates, and Taxes.
Unless otherwise stated, all fees and charges are calculated in the currency specified in the applicable Order Form. Currency conversions (if any) are based on Company’s or its payment provider’s exchange rates at the time of transaction and may differ from third-party rates. Client is responsible for all applicable taxes, duties, levies, or withholding obligations. Differences arising from currency conversion, tax treatment, or rounding do not constitute billing errors.
16.1. Refund Eligibility
Refunds may be requested for unspent deposit amounts in your account, subject to review and approval.
16.2. Criteria
Refund requests must meet all applicable criteria outlined by the Company’s policies and compliance requirements.
16.3. Non-Refundable Credits
Any credits received through promotional codes, special offers, or direct transfers from the DSP are non-refundable under any circumstances.
16.4. Processing Charges
Approved refunds may incur a processing fee, which will be deducted from the refundable amount.
16.5. Refund Request Procedure
To initiate a refund request, please contact our support team and provide the necessary details for verification.
16.6. Non-Refundable Amounts
For avoidance of doubt, media spend that has already been delivered (including impressions, clicks, installs, or other events), Service Fees, transaction fees, chargebacks, fraud/IVT adjustments, compliance holds, penalties, and investigation-related costs are non-refundable. Only unspent account balances may be eligible for refund, subject to Company review and Sections 15.5 and 16.
19.1. Term
The term of the Agreement is as set forth in an applicable Order Form(s), unless earlier terminated in accordance with the Agreement; and, if there is no Order Form, until terminated by either party.
19.2. Termination
a) Either party may terminate an Order Form upon notice with immediate effect if the other party is in material breach of these Terms, any Agreement, or the applicable Order Form:
i. where the breach is incapable of remedy;
ii. where the breach is capable of remedy and the party in breach fails to remedy that breach within 14 calendar days after receiving notice from the other party; or
iii. more than twice even if the previous breaches were remedied.
iv. Clients can terminate their Accounts at any time, if there are no due and unpaid Service Fees owed to the Company. Any unused funds may be refunded, subject to a written request and to a transaction fee. Violations of the Terms and/or the Agreement may result in immediate termination or suspension, and Company may hold funds, pause spend, and/or delay refunds or credits pending completion of a compliance review in accordance with Sections 15.5 and 19.4.
b) Company may terminate the Agreement immediately upon notice, for any reason.
c) If the Company is unable to provide a Service due to any changes in law or regulations, it may terminate the applicable Order Form related to such Service upon notice to Client.
d) Upon the expiration or termination of the Agreement for any reason:
i. all rights and licenses granted by each party will cease immediately; and
ii. If requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all confidential Information (excluding data) disclosed to it by the other party.
iii. Any due and unpaid Service Fees owed to Company shall be paid upon such notice unless otherwise agreed.
19.3. Suspension
If Client or a Client’s Affiliated Party is in violation (or if Company reasonably suspects a violation) of these Terms or the Agreement, then Company may immediately suspend or deactivate Client or Client’s Affiliated Party use of all or any part of the applicable Services. Such suspension’s time, length and any other detail will at all times remain at Company’s sole discretion.
19.4. Compliance Suspension; Funds Hold During Investigation
Company may suspend the Services and/or restrict Account functionality (including spending, access to reports, withdrawals, refunds, or credits) where Company reasonably suspects a breach of the Agreement, fraud/IVT, sanctions or AML risk, payment disputes/chargebacks, or other compliance or security concerns. The company may maintain any applicable holds until the investigation is completed. Client will cooperate promptly and provide information reasonably requested to resolve such matters.
The Company is not responsible for issues beyond its control, such as cloud server problems or Force Majeure. Clients will be notified of scheduled maintenance or unexpected downtime via automated emails.
21.1. Assignment
Neither party may assign any part of the Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assignor has notified the other party of the assignment. Any other attempt to assign is void.
21.2. Change of Control
If a party experiences a change of control (for example, through a stock purchase or sale, merger, by operation of law, or other form of corporate transaction): (i) that party will give written notice to the other party within 30 days after the change of control; and (ii) the other party may immediately terminate the Agreement any time between the change of control and 30 days after it receives that written notice.
21.3. Conflicting Terms
If there is a conflict between the Terms and a term of an Order Form, the term of the Order Form will govern; however, if there is no specific section regarding any aspect in the Order Form, such missing agreement which exists in these Terms shall prevail.
21.4. Entire Agreement
The Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement neither party has relied on, and neither party will have any right or remedy based on any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.
21.5. Force Majeure
Excluding payment obligations, neither party shall be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to war, armed conflict, terrorist acts (whether in physical vicinity or from distance), fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, DDOS attacks, or labor disputes or any other cyber-attack the effect of which could shut down the Platform or website.
21.6. Governing Law
All claims arising out of or relating to the Agreement or any related Services will be governed by the law of the State of Israel, excluding Israel’s conflict of laws rules, and will be litigated exclusively in the competent courts of the Tel-Aviv-Jaffa district, Israel. The parties consent to personal jurisdiction and waive all objections to proper venue in those courts.
21.7. Notices
All notices of termination or breach must be in English, in writing and addressed to the other party’s Legal Department. The address for such notices to Company’s Legal Department is Mivzah Kadesh 21 Raanana Israel 4331811. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
21.8. No Agency
The Agreement does not create any agency, partnership, or joint venture between the parties.
21.9. No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
21.10. No Third-Party Beneficiaries
The Agreement does not confer any benefits on any third party unless it expressly states that it does.
21.11. No Reselling Unless Expressly Permitted
Except as expressly set forth in an Order Form, Client may not resell any of the Services.
21.12. Severability
If any term (or part of a term) of the Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
21.13. Subcontractors; Subprocessors
Either party may subcontract any of its obligations under the Agreement, without the written consent of the other party. Each party is liable for the acts and omissions of its subcontractors.
If Client (or its clients or Affiliates) engage a subcontractor that is recommended by Company or is a Company Affiliate:
i. Client acknowledges and agrees that the products and services provided by such subcontractor are not provided by Company and Company makes no representations or warranties about such subcontractor’s performance; and
ii. Client is liable for the acts and omissions of such subcontractors.
21.13.1. Subprocessors and Vendors.
Company may engage third-party service providers, vendors, and subprocessors to support delivery of the Services, including (without limitation) cloud hosting, analytics, security, fraud/IVT detection, measurement, attribution, customer support, and payment processing. Where Company processes Personal Data as a Processor on behalf of Client, Company will impose contractual data protection obligations on such subprocessors consistent with applicable law and any applicable DPA.
21.13.2. Subprocessor List.
Company will maintain information regarding its material subprocessors (commonly in its Privacy Policy and/or upon reasonable written request) and may update such subprocessors from time to time as needed for operational purposes.
21.13.3. Flow-Down Protections.
Company will require subprocessors that process Personal Data on Company’s behalf to implement appropriate safeguards and to use Personal Data only for purposes of supporting the Services, subject to contractual confidentiality and security obligations.
21.14. Approvals
The parties agree that whenever the Agreement calls for written request or written approval to be provided by either party, unless otherwise expressly stated that e-mail is not acceptable, such request or approval may be provided via e-mail.
21.15. Equitable Relief
Nothing in the Agreement will limit a party’s ability to seek equitable relief; except that Client will not seek, in a proceeding filed during the Term or for two years after the Term, an injunction or an exclusion order of any of the Services or any portion of the Services based on patent infringement.
21.16. Survival
Notwithstanding termination or expiration of the Agreement, any provisions that by their nature are intended to survive will survive, including, without limitation: Section 8 (Intellectual Property), Section 10 (Confidentiality), Section 12 (Disclaimers), Section 13 (Indemnification), Section 14 (Limitations of Liability), Section 15 (Payments and Billing), Section 25 (Data Governance; Ownership; Processing; Retention), Section 29 (Audit & Compliance Cooperation), Section 30 (Security; Incident Response), Section 34 (Feedback License), and this Section 21 (Miscellaneous).
21.17. Communications
By accessing and using LightAd DSP, you acknowledge and agree that you may receive email communications from us, including but not limited to operational updates, account notifications, promotional offers, and other relevant information related to our services. You automatically opt in to receive these emails by registering for and using the DSP. If you no longer wish to receive such communications, you may opt out by following the unsubscribe instructions provided in each email or by contacting us directly at [email protected]. Please note that even if you opt out of promotional emails, we may still send you transactional or account-related emails necessary for the provision of our services.
21.18. Governing Language
Any translation of the Agreement is provided for convenience only. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall control.
22.1. LightAction
Description. LightAction is a proprietary feature of the Platform that converts competitor and market insights into actionable targeting strategies, including (without limitation) targeting by keywords, geographic regions, app bundles, and creatives.
Limitations of Use. Company may restrict, suspend, or terminate access to LightAction at any time if, in Company’s sole discretion, the feature is misused, overused, or used inconsistently with the Agreement.
Disclaimer. Insights generated through LightAction may incorporate third-party data sources. Company makes no representation or warranty regarding the accuracy, completeness, reliability, or legality of third-party data. Client is solely responsible for decisions and actions taken in reliance on LightAction insights.
Indemnity. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising out of Client’s use of LightAction, including reliance on competitor/market data and any third-party data issues.
22.2. LightAI
Description. LightAI is an integrated artificial intelligence assistant within the Platform that explains Platform features, recommends best practices, and generates campaign assets (including, but not limited to, ad copy and creatives) on demand.
Limitations of Use. Company may limit, suspend, or terminate access to LightAI at any time, including where Company determines, in its sole discretion, that the feature is overused, misused, or used inconsistently with the Agreement. LightAI supports decision-making and does not replace Client’s independent business judgment.
Disclaimer. LightAI outputs (content, recommendations, assets) are provided “as is” without warranties of accuracy, completeness, fitness for purpose, or legal compliance. Client acknowledges that: (i) AI outputs may contain inaccuracies or unintended bias; (ii) Company does not guarantee that outputs comply with advertising, consumer protection, or data privacy laws; and (iii) performance results may vary and are not guaranteed. Client remains solely responsible for reviewing, validating, and ensuring the legal compliance of all outputs before use.
Indemnity. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising from use of or reliance on LightAI outputs, including regulatory actions, reputational harm, intellectual property disputes, and performance outcomes.
22.3. LightStart
Description. LightStart is a smart campaign warm-up system designed to safely test, learn, and scale new campaigns by gradually introducing spend and optimizing based on early performance signals to encourage stability during initial campaign stages.
Limitations of Use. Company may restrict, suspend, or terminate access to LightStart at any time if, in Company’s sole discretion, the feature is misused, overused, or used inconsistently with the Agreement. LightStart is an optimization aid and does not guarantee performance.
Disclaimer. Client acknowledges that (i) early performance results are estimates and may not reflect long-term outcomes; (ii) LightStart does not guarantee conversions, revenue, or profitability; (iii) market conditions, third-party data, and Client actions may materially impact results; and (iv) past performance does not guarantee future results. Client remains solely responsible for monitoring, validating, and managing campaign performance and final strategic decisions.
Indemnity. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising from use of or reliance on LightStart, including business outcomes and compliance matters.
22.4. ML Prediction
Description. ML Prediction is a real-time machine-learning system that prioritizes high-performing inventory and optimizes bids to support achievement of campaign KPIs by dynamically adjusting bids based on predictive models.
Limitations of Use. Company may restrict, suspend, or terminate access to ML Prediction at any time if, in Company’s sole discretion, the feature is overused, misused, or used inconsistently with the Agreement. ML Prediction is an optimization tool and does not guarantee specific outcomes.
Disclaimer. Client acknowledges that: (i) model outputs are probabilistic and may not reflect actual results; (ii) predictions may be inaccurate due to data limitations, market changes, or unforeseen variables; (iii) ML Prediction does not guarantee KPI attainment, conversions, revenue, or profitability; (iv) past performance does not guarantee future results; and (v) the methodologies, data processing techniques, and decision logic used in ML Prediction may constitute proprietary and confidential information; Company is not obligated to disclose or explain the inner workings of its models. Client remains solely responsible for monitoring, validating, and managing campaign performance and final strategic and financial decisions.
Indemnity. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising from use of or reliance on ML Prediction, including performance outcomes, compliance issues, or reliance on predictive outputs.
23.1. Feature Availability and Changes
Company may, at its sole discretion, modify, suspend, limit, or permanently terminate the availability of any feature or functionality within the Platform at any time without prior notice or liability to Client. Continued use of the Platform following changes constitutes acceptance of the updated terms. For clarity, this Section 23.1 supplements Sections 19 and 20.
23.2. Fair Use and Overuse
The Company may meter, throttle, or otherwise limit access to any feature to prevent misuse, abuse, or overuse (including excessive volume, automated scraping, or activity that threatens Platform stability or security). Company may restrict, suspend, or revoke access with immediate effect where it determines, in its sole discretion, that Client has exceeded reasonable usage or breached the Agreement.
23.3. Third-Party Data; No Responsibility
Where the Platform or any feature provides access to, ingests, or relies upon third-party data (including data from exchanges, measurement partners, app stores, or other vendors), Company makes no representation or warranty as to the accuracy, completeness, reliability, legality, or continued availability of such data. All risk associated with the use of third-party data rests with Client. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising out of or related to third-party data, including quality issues, errors, omissions, outages, or alleged violations of law or third-party rights.
23.4. Compliance and Review
Client remains solely responsible for ensuring that all use of features complies with applicable laws, self-regulatory codes, platform policies, and contractual obligations, and for reviewing and validating any feature outputs prior to deployment (including legal compliance, IP clearance, and brand safety).
23.5. Conflicts
In the event of any conflict between this Section 23 (and Section 22) and other provisions of the Agreement, this Section 23 (and Section 22) will control with respect to the features and their outputs, usage, and governance, unless an Order Form expressly states otherwise.
24.1. Client will not, and will not permit any third party to, use the Services to distribute or promote content that:
(a) is unlawful, infringing, deceptive, harmful, harassing, defamatory, or hateful;
(b) facilitates discrimination against protected classes;
(c) promotes violence, weapons, or dangerous products;
(d) constitutes or facilitates malware, spyware, ransomware, or unauthorized access;
(e) violates app store, OEM, OEM browser, or platform policies;
(f) targets or profiles individuals based on sensitive categories prohibited by applicable law or self-regulatory codes (e.g., health conditions, precise geolocation, biometric or genetic data, sexual orientation, religious beliefs, union membership, or political opinions) without a lawful basis and explicit consents where required;
(g) is directed to or knowingly collected from children where prohibited (including under COPPA or similar laws).
Platform policy changes. Client acknowledges that platform policies may change from time to time and agrees to promptly implement required changes to creatives, SDK settings, consent flows, and targeting configurations to maintain compliance.
24.2. Prohibited practices include, without limitation: cookie syncing or ID bridging in violation of consent requirements; device fingerprinting without a lawful basis and notice/consent where required; circumvention of privacy choices (e.g., “Limit Ad Tracking,” “Do Not Sell/Share,” “Do Not Track,” Apple ATT); trafficking on unauthorized inventory; auto-redirects; forced clicks; hidden ads; use of botnets or traffic laundering; header bidding or auction tampering that violates marketplace rules.
24.3. Company may block, throttle, suspend, or remove any content, creative, placement, traffic source, or integration that violates this Section, applicable law, platform policies, or industry standards, with immediate effect and without liability to Client. Companies may also immediately disable delivery of any Creative or landing page pending security/malware scanning outcomes or incident response.
25.1. Data Categories
“Company Data” means data generated by the Services (including logs, performance metrics, fraud signals, and aggregated statistics). “Client Data” means data that Client supplies to the Services or is collected on Client’s behalf from Client creatives or properties. “Third-Party Data” means data provided by exchanges, SSPs, measurement partners, app stores, or other vendors.
25.2. Ownership & Licenses
As between the parties: (a) Client retains all rights in Client Data; (b) Company retains all rights in Company Data and the Services; and (c) Third-Party Data remains the property of its provider. Client grants Company a non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, display, and create derivative works from Client Data solely to provide and improve the Services, perform fraud detection, reporting, billing, and to comply with law.
25.3. Aggregated/De-identified Use
Company may use Client Data and Third-Party Data in aggregated and/or de-identified form to improve, train, and operate the Services, develop new features, and produce benchmarks, provided no Client (or End User) is identified.
25.4. Processing Terms
Where required by law, the parties will enter into a DPA and any region-specific modules (e.g., SCCs/UK IDTA). In case of conflict, the DPA governs processing.
For clarity, where the Company acts as a Controller, the DPA does not apply.
25.5. Consent & Signals
Client is responsible for collecting and honoring valid signals (e.g., IAB TCF/GPP, “Do Not Sell/Share,” Apple ATT authorization, Limit Ad Tracking, Global Privacy Control) and for passing such signals to Company. Clients will not transmit personal data where prohibited or without a lawful basis.
25.6. Children’s Data
Client will not use the Services to collect or process personal data from children under applicable age thresholds without verifiable parental consent and any required platform designations; Company may block such traffic.
25.7. Retention & Deletion
Unless required otherwise by law, Company may retain logs and operational data (including Bidstream Data logs, fraud/IVT signals, and reporting/reconciliation records) for up to 24 months for billing, security, fraud prevention, troubleshooting, and compliance, after which they may be deleted or archived. On written request, and where legally permissible, Company will delete Client Data from active systems within a reasonable period; backups will cycle out in the ordinary course.
25.8. Third-Party Segments; Demographic and Interest Data.
Client acknowledges that certain audience attributes, demographic data (including age ranges, gender, household, income proxies, interests, or similar characteristics), and segmentation options made available through the Platform may be sourced from third-party suppliers, including data management platforms (DMPs), SSPs, exchanges, publishers, device or operating system providers, measurement vendors, or other partners (“Third-Party Segments”).
Third-Party Segments are inherently probabilistic, may be incomplete or inaccurate, and may vary by environment (Web, In-App, or CTV), provider methodology, and time. The company does not create, control, validate, or verify Third-Party Segments and makes no representations or warranties regarding their accuracy, completeness, legality, or fitness for any particular purpose.
Client remains solely responsible for determining whether use of any Third-Party Segments is lawful, permitted under applicable law and platform policies, and supported by appropriate disclosures and consents. Company shall have no liability for campaign performance, targeting outcomes, regulatory exposure, or compliance issues arising from or related to the use of Third-Party Segments.
25.9. Signal Loss; Privacy and Platform Restrictions
Client acknowledges that privacy frameworks, platform restrictions, operating system controls, browser limitations, and user privacy choices (including Apple App Tracking Transparency, Limit Ad Tracking, Global Privacy Control, cookie restrictions, and similar mechanisms) may materially reduce the availability, accuracy, or granularity of data used for targeting, attribution, optimization, and reporting. The company shall have no liability for performance degradation, reduced optimization efficiency, attribution gaps, or reporting limitations resulting from such signal loss or restrictions.
25.10. Log Availability and Retention Limits.
Client acknowledges that certain logs, raw data, or event-level records may be unavailable due to retention limits, technical constraints, legal obligations, or third-party restrictions. Absence or deletion of logs in accordance with Company’s data retention policies does not affect the validity of Company’s reporting or billing.
26.1. Unless otherwise agreed in an Order Form, measurement will be based on Company’s reporting, using industry-standard methodologies.
26.2. If both parties use approved third-party measurement vendors, the parties will cooperate in good faith to reconcile material discrepancies.
26.3. A reporting variance of up to 10% between Company’s reporting and Client’s authorized vendor for the same metric over the same period is deemed immaterial; the parties will use Company’s reporting for billing unless otherwise stated in an Order Form.
26.4. Any claims regarding reporting must be raised within 30 days of month-end; otherwise reports are deemed accepted.
26.5. Third-Party Measurement and Verification
Where Client requests or enables third-party verification, measurement, brand safety, viewability, or fraud detection vendors (including IAS, DoubleVerify, Moat, or similar), such services may be subject to vendor limitations, coverage constraints, tagging requirements, technical dependencies, latency, or outages outside Company’s control.
26.6. No Guarantee of Third-Party Availability or Accuracy
Company will use commercially reasonable efforts to support measurement integrations made available through the Platform; however, Company does not guarantee uninterrupted availability, completeness, or accuracy of third-party measurement or verification services, and shall not be liable for vendor errors, outages, discrepancies, or methodology changes. Unless otherwise agreed in an Order Form, measurement is provided on a best-effort basis and does not create a warranty of performance or outcomes.
26.7. Best-Effort Targeting; Geographic Variance (“Traffic Leakage”)
Client acknowledges that campaign targeting parameters (including geographic targeting such as “US-only,” device type, carrier, language, app/site lists, or other criteria) operate on a best-effort basis and rely on third-party and technical signals, including IP-based location, device settings, bidstream metadata, and supply partner information, which may be incomplete, delayed, spoofed, or inaccurate.
As a result, a limited degree of delivery outside selected targeting parameters (“traffic leakage”) may occur, including delivery outside a selected country or region. Such variance does not, by itself, constitute a breach of the Agreement. Unless otherwise expressly agreed in an Order Form, Company’s reporting shall control for billing purposes in accordance with this Section 26.
26.8. Supply Transparency Limitations
Availability and granularity of reporting related to supply sources (including app names, site domains, bundle IDs, publisher identifiers, or placement-level data) are subject to limitations imposed by SSPs, exchanges, publishers, device manufacturers, and other supply partners. Certain inventory may be reported in aggregated, anonymized, bundled, or masked form, or may not be disclosed at all. The company does not guarantee full supply-chain transparency and shall not be liable for reporting limitations resulting from third-party restrictions or marketplace rules.
26.9. DSP Reporting vs. MMP Reporting
Client acknowledges that reporting available through the Platform may differ from reports generated by mobile measurement partners (“MMPs”) or other end-user attribution platforms (including, without limitation, AppsFlyer, Adjust, Singular, Branch, or similar providers). Such discrepancies may result from differences in attribution methodologies, lookback windows, event definitions, fraud filtering, privacy restrictions, platform policies (including ATT), data latency, or data loss outside Company’s control.
Unless otherwise expressly agreed in writing in an applicable Order Form, Company’s reporting shall control for billing and financial reconciliation purposes. Differences between Platform reports and MMP reports do not, by themselves, constitute a breach of the Agreement and do not entitle Client to refunds, credits, or adjustments.
26.10. Billing Authority
Unless otherwise expressly agreed in writing in an applicable Order Form, the reports, logs, and measurements generated by the Platform shall constitute the sole and authoritative source of truth for billing, invoicing, financial reconciliation, and payment obligations under the Agreement.
Reports or data generated by third parties (including MMPs, SSPs, exchanges, publishers, verification vendors, or analytics tools) are provided for informational or optimization purposes only and shall not override, replace, or supersede Company’s billing calculations. Client irrevocably agrees that Company’s reporting governs all financial obligations under the Agreement.
26.11. Dispute Process; Waiver
Any dispute relating to reporting, billing, charges, delivery, targeting, measurement, or payment obligations must:
(i) be submitted in writing;
(ii) specify the disputed campaign(s), metric(s), invoice(s), and time period(s); and
(iii) be received by Company within the applicable dispute window set forth in Sections 15.6 and 26.4.
Failure to comply with this process, or failure to raise a dispute within the applicable timeframe, shall constitute an irrevocable waiver of the claim to the maximum extent permitted by law. Clients may not offset, withhold, or delay payment of undisputed amounts while a dispute is pending.
26.12. Attribution Windows. Unless otherwise expressly agreed in an applicable Order Form, attribution windows (including click-through and view-through windows) shall be determined by Company’s default methodologies or Platform configuration. Attribution windows may differ from those used by third-party measurement partners. Changes to attribution settings apply prospectively only and do not retroactively adjust prior delivery, reporting, or billing.
27.1. The Company employs technical and operational measures to detect General and Sophisticated IVT consistent with industry frameworks (e.g., IAB/MRC).
27.2. If Company reasonably determines that impressions, clicks, installs, or other events are IVT or the result of fraud, Company may (a) exclude such activity from reports; (b) withhold, credit, or reverse charges; and (c) suspend the applicable supply or partner.
27.3. Clients must promptly cooperate in any fraud investigation (including providing placement IDs, app/site lists, click logs, and creative IDs).
27.4. Makegoods or credits (if any) are at Company’s sole discretion and are Client’s exclusive remedy for IVT.
28.1. The Company may implement blocklists/allowlists, content categories, app/site exclusions, and suitability controls.
28.2. Clients may request custom brand safety settings, which may impact scale and pricing. The company does not guarantee that brand safety or suitability controls will block all undesired content.
29.1. During the Term and for twelve (12) months thereafter, each party will maintain commercially reasonable records relating to its obligations under the Agreement.
29.2. Upon at least 15 days’ prior written notice, and no more than once per calendar year (unless for cause), Client may request that Company provide reasonable documentation demonstrating compliance with material obligations (e.g., data security policies, subprocessors list, summary SOC/ISO reports if available). No access to source code, pricing models, or other highly confidential trade secrets is required.
29.3. All audit information is confidential information.
30.1. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the Services and Company-hosted data against unauthorized access, disclosure, or loss.
30.2. If Company becomes aware of a security incident materially affecting Client Data in Company’s possession, Company will notify Client without undue delay and provide information as reasonably available to assist Client in meeting incident-related obligations. Company’s notification is not an admission of fault.
30.3. Vendor Security. The company may rely on third-party hosting and security providers and will take commercially reasonable steps to require such providers to maintain safeguards appropriate to the nature of the services they provide.
31.1. The Company may conduct KYC/AML and sanctions screening on Client and relevant beneficial owners or controllers and may request information reasonably necessary for verification.
31.2. Client represents it is not, and is not owned or controlled by, a sanctioned person or located in a comprehensively sanctioned jurisdiction and will not use the Services in violation of export controls or sanctions.
31.3. The Company may suspend or terminate Services where continued performance would violate applicable sanctions, export controls, or AML laws. (This Section complements Section 15.4 (Cryptocurrency), which continues to apply.)
Company may take any action it deems reasonably necessary to comply with applicable AML, counter-terrorist financing, and sanctions obligations, including maintaining holds on funds for the duration of any compliance review, without liability to Client.
32.1. Companies may offer features labeled alpha, beta, preview, or experimental (“Beta Features”). Beta Features are provided AS IS, may be modified or discontinued at any time, may be subject to additional usage limits, and are excluded from any uptime commitments or support SLAs.
32.2. Client’s feedback on Beta Features may be used by Company without restriction (see Section 34).
33.1. The Company may provide APIs, SDKs, pixels, tags, or macros (collectively, “Tools”). Client will implement Tools according to Company documentation and will not circumvent usage limits or security controls.
33.2. Companies may monitor use of the Tools for quality, security, and compliance and may throttle or revoke access at any time.
33.3. Client is responsible for disclosures and permissions required for deployment of tags, SDKs, or pixels on Client properties and for honoring user choices and applicable signals.
If Client provides suggestions, ideas, or feedback regarding the Services, Client grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and exploit such feedback for any purpose without restriction or attribution.
35.1. Each party will comply with applicable export control and trade sanctions laws. Client will not export, re-export, or provide the Services to prohibited end users or for prohibited end uses.
35.2. Each party represents that it has not received and will not provide any unlawful bribe, rebate, payoff, influence payment, kickback, or other improper payment, directly or indirectly, in connection with the Agreement.
36.1. Company will not use Client’s name, logo, or Brand Characteristics for marketing or publicity except as permitted in Section 9 or with Client’s written consent (email sufficient unless otherwise stated).
36.2. Upon mutual written consent, the parties may collaborate on a public case study or press release.
Description. Private Marketplace (PMP) Deals are programmatic transactions within the Platform that allow Clients to access premium inventory through invitation-only or pre-negotiated auction environments, with specific pricing, targeting, and supply conditions agreed between Client, Company, and/or supply partners.
Limitations of Use. PMP access is subject to supply availability, eligibility requirements, and Company’s approval. Companies may suspend or revoke PMP access where Client breaches deal terms, violates content standards, or fails to meet minimum spend or quality requirements. PMP terms agreed with supply partners (including floors, pacing, targeting restrictions, or priority rules) will control.
Disclaimer. The company does not guarantee the availability, volume, or performance of PMP inventory. PMP pricing may be higher than open exchange and is subject to market conditions, publisher discretion, and third-party restrictions. Client acknowledges that delivery under PMP Deals may vary from forecasts and that performance is not guaranteed.
Indemnity. Without derogating from Section 13, Client will defend, indemnify, and hold harmless Company from and against any claims, damages, liabilities, or expenses arising from Client’s use of PMP Deals, including disputes with supply partners, failure to comply with negotiated terms, or reliance on PMP delivery forecasts.
Below is a compressed, “legal-lite” glossary that keeps only terms that matter in disputes, audits, and onboarding, while removing redundancy and over-definition.
This version is safe for contracts, readable by business users, and still DSP-grade.
For purposes of these Terms, the following capitalized terms have the meanings set forth below.
By accessing or using the Platform or Services, Client acknowledges and agrees to be bound by these Terms. If Client does not agree, Client must not access or use the Platform or Services.
Your use of the Platform is subject to our Data Processing Addendum located at https://lightad.com/dpa/
Contact: [email protected]
