AdApex

    Terms of Service

    Last Updated May 26, 2025

    1. THIS SOFTWARE SERVICES AGREEMENT (“Agreement”) is entered into and effective as of the date you “AGREE” (the “Effective Date”) by and between AdApex and you or the company or entity you represent, (“Client” or “You”).

    PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING AN “AGREE” OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE SERVICES (AS DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN AdApex AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE SERVICES. BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY USING THE SOFTWARE SERVICES, YOU ACCEPT AND AGREE TO ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY AdApex AND WILL NOT BE A PART OF THIS AGREEMENT. AdApex HAS COMPLETE DISCRETION TO MODIFY THE TERMS OF THE SOFTWARE SERVICES AGREEMENT FROM TIME TO TIME AND TO CHANGE THE FUNCTIONS OR FEATURES OF THE SOFTWARE SERVICES FROM TIME TO TIME. AdApex MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SOFTWARE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.

    2. Terms of Service.

    Customer acknowledges and agrees to the following terms of service, which together with the terms of the AdApex Privacy Policy entered into between Customer and AdApex, shall govern Customer’s access and use of the Service (the “Agreement”). In addition, Customer agrees that unless explicitly stated otherwise, any new features added to or enhancing the current Service will be subject to this Agreement.

    2.1. Customer Must Have Internet Access.

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

    2.2. Client’s Obligations

    Licensee Restrictions Client will (i) be responsible for its and its Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of the Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software Services, and notify AdApex promptly of any such unauthorized access or use; (iv) not provide, permit, or authorize other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (v) not sell, resell, rent, or lease the Software Services; (vi) not modify, translate, reverse engineer, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vii) not use the Software Services or any product of AdApex for the purpose of building a product or service that would be considered a direct competitor of AdApex or its affiliated entities for the purposes of monitoring the Software Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third-party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere or interrupt with the integrity or performance of the Software Services (“Also See Compete Clause”).

    2.3. Users; Passwords, Access, And Notification.

    Customer shall authorize access to and assign unique passwords and user names for designated Users and cannot be shared or used by more than one User, but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Service. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. AdApex will send Electronic Communications to Customer through any Electronic Communications available under Customer’s potential knowledge that their username and account number will not lose or change. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify AdApex of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User’s password or name or Service account numbers.

    2.4. Customer’s Lawful Conduct.

    The Service allows Customer to send Electronic Communications directly to AdApex and to third parties. Customer shall comply with all applicable local, state, federal, and international laws, treaties, and conventions in connection with its use of the Service, including without limitation, those related to privacy, electronic communications and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry standards (“PCI DSS”). Customer shall also use the Service in compliance with the Customer’s obligations to comply with the export control laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer will not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction; (iii) Customer shall comply with all applicable laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located. Customer will not send any Electronic Communication through the Service that is unlawful, libelous, tortious, infringing, harassing, abusive, obscene, threatening, harmful, or objectionable in any means. Customer agrees not to access the Service by any means other than through the interfaces authorized by AdApex. Customer agrees not to use any “bot” or “framing” or “framing” of any part or content or information from the Service which may include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by AdApex. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement including but not limited to those Users that are contractors and agents, and Customer’s Affiliates. Any action or breach by any such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all those defenses that Customer may have as to why Customer should not be liable for Customer’s agents’ or Affiliates’ acts, omissions and noncompliance with this Agreement.

    2.5. Non Compete; Your Representations.

    You represent and warrant that you or any of your affiliate companies are not a competitor of AdApex and you are not using the Service and/or Licensed Program to engage in or permit others to engage in competitive services. Customer agrees that it will not engage in providing services that are competitive with the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by AdApex with no liability on the part of AdApex. AdApex may also seek any legal relief in its sole discretion for any offers made by Customer to any of its employees or contractors under the law. Customer understands and agrees that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by AdApex, Customer shall not, whether directly or indirectly, alone or as part of a team, distribute a “Competitive Service”. A “Competitive Service” is defined as Service or a service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that violation of this clause will be grounds for immediate termination of this Agreement without liability on the part of AdApex. No assignment or Resale: You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, AdApex may immediately terminate this Agreement without liability to AdApex.

    2.6. Transmission of Data.

    Customer understands that the recording of Customer’s Electronic Communications is fundamental and necessary to use of the Service. Customer also consents to AdApex’s interception of Customer’s Electronic Communications and consents to be entitled, or to be credited, to a credit for the service, in accordance with the terms set forth in the Service Level Commitment. The respective Service’s system logs and other records shall be used for calculating any service level events. Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by AdApex. Customer further acknowledges that Customer’s Electronic Communications may be temporarily changed to conform to the technical requirements of connecting networks or facilities. Customer’s network communications may use facilities, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data and is responsible for the for the backup, security and safety of Customer’s Electronic Communications. Customer acknowledges that AdApex may collect and track technical and related information about Customer and Customer’s use of the Software Services, including Customer’s internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation, in relation to technical support, service analytics, statistical modelling, and reporting by AdApex to assist with the Software Services’ development. In the event that AdApex is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, AdApex shall provide Client with sufficient advance notice in order to enable Client to seek a protective order or other appropriate relief. Other than as permitted by law, AdApex is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whenever across networks not owned and/or operated by AdApex, including, but not limited to, the Internet and Customer’s local network.

    2.7. Service Level.

    During the Term, the AdApex Service will meet the service level specified in the “Service Level Commitment” listed on Schedule I hereto, which is hereby incorporated by reference. If the service level is not met, Customer shall be entitled, or to be credited, to a credit for the service, in accordance with the terms set forth in the Service Level Commitment. The respective Service’s system logs and other records shall be used for calculating any service level events.

    2.8. AdApex Support.

    As part of the Service, AdApex will provide Customer with Help Documentation and online resources to assist Customer in its use of the Service. Customer acknowledges that AdApex has provided such resources for Customer’s own edification and remediation of the functionality of the Software Services, and that not following the advice of AdApex may substantially limit Customer’s ability to successfully utilize the Service or to enjoy the power and potential of the Service.

    2.9. Security.

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

    2.10. Confidentiality.

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

    2.11. Ownership of Customer Data.

    As between AdApex and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that AdApex has the authority to use Customer’s Data in an aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with the Service, AdApex as part of providing the Service, makes and retains copies of the Customer Data in Customer’s account and stores and maintains such data for a period of time consistent with AdApex standard business processes, which period shall not be less than one year.

    2.12. AdApex Intellectual Property Rights.

    The Software Services are licensed and not sold. References of the word “purchase” in conjunction with licenses of the Software Services shall not imply a transfer of ownership/Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by AdApex or its licensors. Except as provided in this Agreement, AdApex does not grant Customer any express or implied rights in the Service, and all rights in the Service not expressly granted herein are reserved by AdApex and its intellectual property rights therein. In addition, AdApex shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any feedback expressly provided herein are reserved by AdApex. AdApex service marks, logos, product and service names are property of AdApex (respectively the “AdApex Marks”). Customer agrees not to display or use the AdApex Marks in any manner without AdApex’s express prior written permission. The trademarks, service marks and logos of Third Party Applications (“Third Party Marks”) are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

    2.12. Dispute Resolution.

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

    3. General.

    3.1 Relationship of the Parties.

    The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between the parties. Customer acknowledges that AdApex provides the Software Services (including services that may use any application programming interface (API) provided by AdApex) to other entities, including, without limitation, other similar customers. Client understands and acknowledges that AdApex is free to use some or all of the ideas, concepts, know-how, technologies, forms, tools, templates, data or methods, in connection with the services provided and managed by AdApex hereinafter to providing products or services to other customers and nothing in this Agreement shall be construed to limit AdApex’s right to do so.

    3.2 Third Party Services.

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

    3.3 Compliance with Applicable Laws.

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

    3.4 Entire Agreement.

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

    3.5 Severability.

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

    4. Definitions.

    “Affiliates” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Customer; by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of Customer. “Customer Data” means all electronic data or information submitted to the Service by Customer or its Authorized Users. “Order Form” means a AdApex renewal notification including the name of the subscription plan and fee supported by the respective Order Form, as may be updated from time to time. “Service” means, including but not limited to, the AdApex Software subject to the terms of this Agreement. “Help Documentation” means the online help center documentation describing the Service features, including User Guides which may be updated from time to time. “Service” collectively, AdApex’s online business application suite (the “PixelPerfect Service”) as described in the applicable Help Documentation that is accessed by Customer from the Internet and any other access point supplied by AdApex from time to time, including all updates and upgrades thereto, but excluding Third Party Applications and implementation services. “Third Party Applications” means online, Web-based applications or services and offline software products that are identified as Third Party Applications in the applicable Help Documentation. “Authorized Users” means those individuals for whom subscriptions to a Service have been procured, and who have been supplied user identifications and passwords by Customer (or by AdApex at Customer’s request). Users may include but are not limited to Customer’s and Customer’s Affiliates’ employees, consultants, contractors and agents.