Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between OpenAds, Inc. (“OpenAds,” “we,” “us”) and the business entity that registers for or uses the Services (“Advertiser,” “you”). By creating an account, clicking to accept, or using the Services, you agree to these Terms on behalf of the entity you represent, and you represent that you have authority to bind that entity.

If you have entered into a signed insertion order, master services agreement, or other written agreement with OpenAds (“Order”), the terms of that Order control to the extent of any conflict with these Terms.

1. The Services

OpenAds provides a demand-side advertising platform that (a) identifies contextually relevant advertising inventory across third-party websites and applications, (b) purchases that inventory on Advertiser’s behalf through real-time bidding on third-party exchanges and supply-side platforms, and (c) generates, serves, and optimizes display advertising creative composed in real time from Advertiser Materials and the context of the page on which the ad appears (collectively, the “Services”).

Advertising inventory is supplied by third-party publishers and intermediaries that OpenAds does not own or control. OpenAds does not guarantee the availability of any particular inventory, placement, publisher, or context.

2. Accounts

You are responsible for your account credentials and for all activity under your account. You will provide accurate account and billing information and keep it current. The Services are for business use only and are not offered to consumers. You must be at least 18 years old and able to form a binding contract.

3. Campaigns

You may create campaigns through the OpenAds platform by providing campaign parameters, budgets, brand guidelines, and Advertiser Materials. You are responsible for the campaign parameters you set, including budgets, targeting instructions, and any campaign brief generated by the platform that you accept or edit. OpenAds may establish minimum daily spend levels and will disclose them in the platform.

OpenAds will use commercially reasonable efforts to deliver campaigns consistent with your parameters, but campaign delivery, pacing, pricing, and performance depend on real-time auction dynamics and third-party supply and are not guaranteed.

4. Advertiser Materials; License

“Advertiser Materials” means the content, brand assets, trademarks, logos, product information, brand guidelines, landing pages, creative components, and other materials you provide to OpenAds or make accessible to the Services (including via a URL you submit).

You grant OpenAds a non-exclusive, worldwide, royalty-free license during the term to host, reproduce, modify, adapt, and create derivative works of the Advertiser Materials solely to provide the Services, including to generate, serve, measure, and optimize advertising creative on your behalf. You retain all ownership of Advertiser Materials.

5. Generated Creatives

“Generated Creatives” means advertising creative produced by the Services using Advertiser Materials, in whole or in part.

Ownership and license. As between the parties, and subject to your payment obligations, OpenAds assigns to you all right, title, and interest it may have in the final Generated Creatives delivered for your campaigns, excluding the OpenAds Technology. “OpenAds Technology” means the Services, the models, software, templates, workflows, and techniques used to produce Generated Creatives, and any components of Generated Creatives that are not derived from your Advertiser Materials and are not unique to you. OpenAds retains all rights in the OpenAds Technology and may use similar concepts, layouts, styles, and components for other customers.

Review and approval. The platform provides tools for you to review Generated Creatives and to set and refine the brand guidelines under which creatives are generated. You are responsible for reviewing Generated Creatives and the guidelines, briefs, and parameters under which they are produced. Creatives that run under parameters you have set or approved are deemed approved by you. You may reject, pause, or require modification of any Generated Creative through the platform, and OpenAds will use commercially reasonable efforts to promptly stop serving creatives you reject.

Nature of generative output. Generated Creatives are produced by automated systems and may contain errors or inaccuracies. Similar or overlapping creative elements may be generated for other advertisers. You are responsible for ensuring that Generated Creatives running for your campaigns, and the claims they make about your products and services, are accurate, substantiated, and compliant with law, including any disclosures required for your industry or offer.

6. Performance Data; Service Improvement

OpenAds collects and processes data about the delivery and performance of campaigns, including auction, impression, engagement, and conversion data (“Performance Data”). Notwithstanding Section 12, OpenAds may use Performance Data (a) to operate, deliver, and bill for the Services, (b) to report campaign results to you, and (c) in de-identified or aggregated form, to develop, train, and improve the Services and OpenAds Technology. Reporting made available to you through the platform will be the basis for billing unless an Order states otherwise.

7. Conversion Data and Data Protection

If you connect the OpenAds conversion API or otherwise provide event or conversion data, you are responsible for ensuring you have all rights, consents, and legal bases required to disclose that data to OpenAds for the purposes described in these Terms. The parties’ processing of personal data is governed by the OpenAds Privacy Policy at openads.ai/privacy-policy and any data processing addendum the parties execute, which is incorporated into these Terms when executed. You will not provide OpenAds any sensitive personal data or data relating to children.

8. Advertiser Representations; Prohibited Content

You represent and warrant that:

1. the Advertiser Materials, your landing pages, and your products and services comply with applicable laws and regulations and do not infringe, misappropriate, or violate any third party’s intellectual property, publicity, privacy, or other rights;
2. you have all rights necessary to grant the licenses in Section 4, including with respect to any third-party content, talent, or likenesses included in Advertiser Materials, and you will make any disclosures legally required in connection with your advertising;
3. your advertising will not be false, deceptive, or misleading, and all claims will be substantiated; and
4. you will not use the Services to advertise illegal products or services or content in categories OpenAds prohibits or restricts in its published policies, as updated from time to time.

OpenAds may reject, pause, or remove any campaign or creative that it reasonably believes violates these Terms, its policies, applicable law, or the policies of its supply partners, without liability, and will notify you when it does so.

9. Fees, Billing, and Payment

Fees. You will pay the amounts for media, platform fees, and any other charges displayed in the platform or set out in an Order.

Prepayment. Unless otherwise negotiated in an Order, the Services are prepaid. You must maintain a prepaid balance or valid payment method with an authorized auto-recharge, and OpenAds may draw against your balance as spend is incurred. OpenAds may pause campaign delivery if your balance is exhausted or a payment fails. Where an Order provides for invoiced billing, invoices are due within the period stated in the Order, and late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

Taxes. Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on OpenAds’ income.

Under-delivery. OpenAds does not guarantee that any campaign will deliver any budget, flight, impression volume, or pacing target. Under-delivery does not entitle you to make-goods, credits, or refunds, unless expressly provided in an Order.

Promotional credits. OpenAds may offer promotional credits at its discretion. Unless their stated terms provide otherwise, credits are non-transferable, have no cash value, are not redeemable or refundable, may be conditioned on the launch or availability of specific features, expire twelve (12) months after issuance, and may be modified or revoked in the event of fraud or misuse.

Refunds. Except as expressly stated in these Terms or an Order, fees are non-refundable. Upon termination of your account, OpenAds will refund any unused prepaid balance, less amounts owed, excluding promotional credits.

10. Third-Party Inventory and Adjacency

Ads are served on properties operated by third parties. OpenAds does not control, and is not responsible for, the content of publisher properties or content appearing adjacent to your ads. OpenAds will use commercially reasonable efforts to apply the brand-safety and contextual controls you configure in the platform, but does not warrant that ads will never appear in contexts you consider unsuitable.

11. Intellectual Property; Feedback

OpenAds and its licensors retain all right, title, and interest in and to the Services and OpenAds Technology. No rights are granted except as expressly stated in these Terms. If you provide suggestions or feedback, OpenAds may use it without restriction or obligation.

12. Confidentiality

Each party will protect the other party’s non-public business, technical, and financial information disclosed in connection with the Services (“Confidential Information”) with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to personnel and advisors bound by confidentiality obligations, or as required by law. Campaign pricing and performance data specific to your account are your Confidential Information; the Services and OpenAds Technology are OpenAds’ Confidential Information.

13. Disclaimers

THE SERVICES, GENERATED CREATIVES, AND ALL REPORTING ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OPENADS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OPENADS DOES NOT WARRANT ANY LEVEL OF CAMPAIGN PERFORMANCE, INCLUDING IMPRESSIONS, CLICK-THROUGH RATES, CONVERSIONS, OR RETURN ON AD SPEND, AND PAST PERFORMANCE OF THE SERVICES OR OF ANY CAMPAIGN IS NOT A GUARANTEE OF FUTURE RESULTS.

14. Indemnification

You will defend and indemnify OpenAds and its officers, directors, employees, and agents against third-party claims, and resulting damages, costs, and reasonable attorneys’ fees, arising from (a) Advertiser Materials, your landing pages, or your products and services; (b) Generated Creatives run under parameters you set or approved, except to the extent the claim arises solely from OpenAds Technology unmodified by your Advertiser Materials or instructions; or (c) your breach of Section 7 or Section 8.

The indemnified party will provide prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO OPENADS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Term; Suspension; Termination

These Terms apply from the date you first accept them and continue until terminated. Either party may terminate at any time on notice (including, for you, by closing your account), subject to completion or cancellation of in-flight campaigns. You may pause or cancel campaigns through the platform; spend incurred before cancellation takes effect remains payable. OpenAds may suspend the Services immediately for suspected fraud, security risk, non-payment, or violation of these Terms or its policies. Sections that by their nature should survive termination (including Sections 5 (ownership), 6, 9 (amounts owed), 11–15, and 17) survive.

17. General

Modifications. OpenAds may update these Terms by posting a revised version with a new effective date and notifying account holders. Material changes take effect upon your acceptance or your continued use of the Services after the effective date, whichever occurs first. The version of these Terms in effect when a campaign runs governs that campaign.

Governing law; venue. These Terms are governed by the laws of the State of New York, without regard to conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

Miscellaneous. These Terms and any Orders are the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject, including any prior terms of service. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder stays in effect. Notices to OpenAds must be sent to [email protected]; notices to you may be sent to your account email. Neither party is liable for delay or failure caused by events beyond its reasonable control. The parties are independent contractors.