Last Modified: August 25, 2026
ADPIPE, INC.
TERMS OF SERVICE
These Terms of Service, including all Order Forms and Statements of Work that reference, incorporate, or may reasonably be considered to be issued under or pursuant to these Terms of Service, as well as any terms, policies, and schedules expressly incorporated herein (collectively, the “Terms”), apply to any access to or use of the AdPipe Platform and Services (each as defined below), as made available by AdPipe, Inc., a Delaware (US) for-profit business corporation (“AdPipe”).
For clarity, these Terms may be accepted by Customer through: (a) execution of an Order Form that references or incorporates these Terms (including via hyperlink); (b) electronic execution, clicking an “Accept” button, or checking an appropriate box; or (c) accessing or using the Platform or Services. In each case, Customer shall be deemed to have accepted and agreed to be bound by these Terms as of the date of such execution, acceptance, or first access or use (the “Effective Date”).
By accepting these Terms as described above, the subscribing entity (“Customer”) acknowledges that it shall be bound by and subject to these Terms. AdPipe and Customer may be referred to herein, each individually, as a “Party”, and collectively, as the “Parties”.
The individual executing an Order Form on behalf of Customer or electronically executing, clicking the “Accept” button, or checking the appropriate box on behalf of Customer hereby (a) represents and warrants that it is an authorized representative of Customer with the authority to bind Customer to these Terms, (b) agrees that it is accepting these Terms on Customer’s behalf, and (c) acknowledges that Customer is legally and financially responsible for all access to and use of the Platform and Services by its Users and personnel.
WHEREAS, AdPipe is an automated Graphics Interchange Format (“GIF”) and MPEG-4 (“MP4”) content creator providing imagery and animations content to its users for marketing and other related purposes; and
WHEREAS, Customer desires to engage AdPipe to provide the Services (as defined below), and AdPipe is willing to perform such Services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AdPipe and Customer agree as follows:
In addition to the terms otherwise defined in these Terms or an Order Form, the following terms have the definitions below:
“Affiliates” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding.
“Customer Content” means any Customer content, data, information, or material that is uploaded to, recorded by, submitted to, hosted on, or stored by, the Services, including, but not limited to, GIFs, MP4s, and Personal Data processed by AdPipe on behalf of Customer.
“Deliverables” means (a) any tangible or intangible work product(s) generated or created by Customer through its use of the Platform and Services, as described in an applicable Order Form; and (b) any tangible or intangible custom work product(s) specifically developed by AdPipe for Customer in connection with Professional Services performed under an applicable SOW, in each case, as applicable.
“Documentation” means documentation that is provided to Customer or Users that describes the then-current specifications, functions, and features of the Services, Platform, or Deliverables, including operating manuals, user guides, and any other documentation that AdPipe generally makes available to its customers or specifically makes available to Customer, in any form and including any subsequent modifications or updates made by AdPipe to such documentation.
“Fees” means the fees as set forth in the applicable Order Form or SOW, including any pre-approved expenses incurred by AdPipe.
“Intellectual Property” means the property of a Party that is protected in any manner by Intellectual Property Rights.
“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) integrated circuit layouts, mask works, topographies and the like; and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction throughout and in any part of the world.
“Law” means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to such Person.
“Order Form” means an applicable order form, including any such applicable ordering document, online personalized payment or pricing page provided by AdPipe to Customer, setting forth (i) the Subscription Fees, (ii) the Services, (ii) the Subscription, (iii) the Subscription Term, etc., including any addenda and supplements thereto, and the material terms related thereto.
“Person” means any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.
“Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person. This includes any information that is deemed “personal information” or “personal data” (as defined by applicable data protection Laws).
“Platform” means the content, features, functionality, tools, data, and software applications provided by AdPipe via https://www.AdPipe.com and/or such other designated websites as described in the Documentation provided by AdPipe to Customer as described in an Order Form, as updated from time to time.
“Pre-Existing Intellectual Property Rights” means any and all Intellectual Property Rights in any Intellectual Property, including, but not limited to, certain graphics, animations, and source files AdPipe may provide to or create for Customer, owned by AdPipe prior to the Effective Date.
“Professional Services” means the consulting, onboarding, implementation, training, integration, enhancement, configuration, and other services, as applicable, provided by AdPipe pursuant to an SOW.
“Services” means the Platform and accompanying services and features provided and/or offered to Customer through the Platform, as further set forth in an Order Form and these Terms.
“Third Party” means any Person who is not AdPipe, Customer, or a User.
“Updates” means repairs, enhancements, or the addition of new features to the Platform by AdPipe, including updates to the Documentation as a result of such Platform updates, at no additional cost to Customer during the Subscription Term. Updates shall not include additional new functionality or upgrades to modules or applications that Customer has not already subscribed to in an Order Form and for which AdPipe requires a separate charge from its other customers generally for such new modules or applications.
“Users” means individuals who are authorized by Customer to use the Services, for whom Subscriptions to the Services have been purchased under an Order Form, and who have created or been supplied by Customer (or by AdPipe, at Customer’s request) with a user identification and password. Users may include Customer’s employees, consultants, contractors, agents, or Third Parties with which Customer transacts business.
(a) During the Term, and as set forth in one or more Order Forms, AdPipe will provide Customer and its Users with remote access to the Platform.During the Term, and subject to compliance with these Terms, AdPipe grants to Customer a worldwide, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right and license to allow Users to remotely access the Platform for Customer’s own internal business purpose. Customer’s Affiliates may purchase and use the Services subject to the terms of these Terms by executing Order Forms hereunder that incorporate by reference the terms of these Terms, and in each such case, all references in these Terms to Customer will be deemed to refer to such Affiliate for purposes of such Order Form(s), and such Affiliate shall be fully responsible for, and shall assume, all obligations, liabilities, and indemnities set forth in these Terms as if it were the original Customer.
(b) Customer acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software Updates, feature Updates, and the addition of new applications and new modules. In most instances, the AdPipe infrastructure is designed to support Updates by the AdPipe engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact Customer’s use of the Services, AdPipe will have no obligation to provide notice to Customer regarding such maintenance activities. AdPipe will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.
(c) In accordance with the requirements set forth in the Documentation, or otherwise, Customer must have the required equipment, software, and internet access to be able to use the Services. Acquiring, installing, maintaining, and operating equipment and internet access is solely Customer’s responsibility, except as otherwise expressly provided in an Order Form. AdPipe neither represents nor warrants that the Services will be accessible through any particular internet browser or through all versions of tablets, smartphones, or other computing devices, except as expressly set forth on any applicable Order Form.
(d) AdPipe may, at its sole discretion, make certain services available to Customer on a test basis, which will be clearly designated as beta, pilot, limited release, non-production, or by similar description (“Beta Release”). Customer acknowledges and agrees that any Beta Release offered or provided by AdPipe from time to time is provided on an “as is” and “as available” basis without any AdPipespecific liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. AdPipe does not guarantee that future versions of a Beta Release will be released or that if such Beta Release is made generally available, it will be substantially similar to the then-current Beta Release. AdPipe may terminate Customer’s right to use a Beta Release at any time for any reason. If AdPipe publicly releases a Beta Release, Customer may execute, if required, a separate Order Form to procure the relevant Services (being the publicly available version of the Beta Release) at then-current applicable fees.
(a) If Customer requests and AdPipe accepts, AdPipe may provide Professional Services to Customer pursuant to the terms of one or more written or electronic statement of works (each, a “Statement of Work” or “SOW”). Each such SOW will include, at a minimum, (i) a description of the Professional Services; (ii) the fees, costs, and expenses payable to AdPipe; (iii) the payment schedule; and (iv) a signature by each Party’s respective authorized representatives. AdPipe has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all Professional Services to be performed by AdPipe hereunder unless otherwise provided in the applicable SOW.
(b) Customer agrees to cooperate with AdPipe and to provide AdPipe with, or with access to, as the case may be, complete and accurate information and data from its officers, agents, and employees; office accommodations and facilities; equipment assistance; and suitably configured technology products in a timely fashion as reasonably required by AdPipe to perform its duties hereunder (if and to the extent applicable). Customer agrees that such cooperation and performance of its responsibilities hereunder and provision of information, data, accommodations and facilities, equipment assistance, and technology products are essential to AdPipe’s ability to perform the Professional Services and that AdPipe shall be entitled to rely on Customer’s decisions and approvals in connection with the Professional Services. To the extent that the Professional Services require AdPipe to access or use any Third Party products provided by Customer, Customer represents and warrants that it shall have all rights and licenses of Third Parties necessary or appropriate for AdPipe to access or use such Third Party products and agrees to produce evidence of such rights and licenses upon the reasonable request of AdPipe and to indemnify, defend, and hold harmless AdPipe and its licensors from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from AdPipe’s access to or use of such Third Party products.
(c) If any relevant requirements, project plans, schedules, scopes, specifications, designs, Platform, hardware products, or related system environments or architecture that are either set forth in an SOW or are otherwise necessary to perform the Professional Services are changed by Customer or any other person not authorized in writing by AdPipe, Customer will hold AdPipe harmless for any disruptions or failures in the performance of the Professional Services, the completion of Professional Services within the timeframes set forth in these Terms or applicable SOWs, and any losses or liabilities incurred by Customer due to such a change unless Customer and AdPipe specifically consent to the change, scheduling, and additional charges, if any, in writing.
(d) All timelines for delivery of any Professional Services as detailed in any applicable SOW are understood to be estimates for delivery of the Professional Services indicated. Furthermore, such timelines are not additive, and some Professional Services may be delivered in tandem. AdPipe will work with Customer to establish mutually agreed, estimated timelines at the onset of any Professional Services engagement.
(e) Except with respect to any Third-Party Assets (as defined herein), upon payment of all related Fees, any Deliverables specifically developed by AdPipe for Customer in the course of providing Professional Services under an applicable SOW shall be owned by Customer. To the extent permitted by applicable Law, such Deliverables shall be deemed “works made for hire” for Customer, and to the extent not deemed works made for hire, AdPipe hereby assigns to Customer all right, title, and interest in and to such Deliverables, including all associated Intellectual Property Rights therein. If any Third Party Assets are incorporated in or necessary to use any Deliverable, AdPipe grants Customer the limited license set forth in Section 6.2 with respect to such Third Party Assets; however, such Deliverables shall remain subject to the terms, conditions, and limitations set forth in Section 6.
(f) To the extent that, in the course of performing Professional Services, AdPipe develops, conceives, authors, or reduces to practice any improvements, enhancements, modifications, derivative works, or new features, functionality, tools, workflows, or capabilities related to the Platform or Services (collectively, the “Platform Improvements”), whether or not specifically identified in an applicable Statement of Work, all right, title, and interest in and to such Platform Improvements, including all Intellectual Property Rights therein, shall be solely and exclusively owned by AdPipe. For clarity, Platform Improvements expressly exclude any Customer Content and any Deliverables or other work product that is specifically created for Customer pursuant to an applicable SOW and owned by, or otherwise assigned to, Customer under Section 2.2(e) above. For clarity, Customer’s use of or access to any Platform Improvements is not included in the Services unless expressly set forth in an applicable Order Form, and may be subject to additional Fees or other mutually agreed written terms between the Parties.
AdPipe’s standard technical support agreement is attached hereto as Schedule A (the “Technical Support Agreement”). Unless a separate support agreement is entered into by AdPipe and Customer, for additional consideration, and as reflected on an Order Form, AdPipe will provide customer support services, in accordance with the Technical Support Agreement. AdPipe’s standard help desk services are generally provided on an ‘as available’ basis, via email and telephone during its normal business hours (typically 9:00am – 5:00pm U.S. Eastern Time, Monday through Friday, excluding holidays).
Through the Services, Customer may have the ability to purchase additional AdPipe products and offerings (collectively, the “Additional Services”). The corresponding Fees for the Additional Services will be as set forth in the applicable Order Form(s) or displayed to the Customer prior to such purchase being made. Customer must have an active Subscription to the Services in the applicable Order Form to access the Additional Services. Customer agrees to pay and be responsible for the corresponding Fees for any Additional Services which Customer or its Users elect to purchase, whether or not any addendum, supplement, or amendment to the applicable Order Form is made by the Parties.
Customer acknowledges and agrees that AdPipe may engage Third Parties (“Third Party Providers”) to assist it in providing the Services to Customer. If AdPipe engages any Third Party Providers, AdPipe will be responsible for ensuring that such Third Party Providers comply with the terms of these Terms in their provision of goods and/or services (including any portion of the Services) to Customer. Notwithstanding the foregoing, AdPipe: (a) will remain responsible for the fulfillment of its obligations under these Terms and for the performance of the Services; and (b) will be further responsible for the acts and omissions of the Third Parties to the same extent as if done by AdPipe directly.
(a) Customer shall be solely and exclusively responsible for Customer Content that it utilizes in conjunction with its use of the Services, and AdPipe has no responsibility for verifying or maintaining the same (all of which shall be the sole responsibility of Customer). Accordingly, Customer is solely and exclusively responsible for ensuring that (i) it has all of the rights, licenses, and privileges that are required for all Customer Content that it uploads, posts, publishes, transmits, or otherwise makes available through the use of the Services (whether such content is utilized by/for Customer itself, by its Users, or by/for its customers or Third Parties), and (ii) no portion of the Customer Content is unlawful or infringes upon the rights of any Third Party. At no time shall AdPipe be responsible for the accuracy, availability, correctness, timeliness, or any other quality of or concerning Customer Content that the Customer uploads to, utilizes, or that is transmitted through the Services or otherwise provides to AdPipe. Further, AdPipe shall have the right, in its sole discretion, to restrict, limit, or reject the posting, publication, use, storage, or transmission of any Customer Content via the Services and to remove any Customer Content that has previously been uploaded or transmitted, if AdPipe reasonably believes that such Customer Content or the Customer’s use thereof is in violation of the terms of these Terms or the Law. AdPipe is not responsible for any changes, additions, or deletions to Customer Content made by Customer or its Users.
(b) Customer hereby grants to AdPipe a worldwide, royalty-free license, during the Term, to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit Customer Content, but only for the limited purposes of providing the Services to Customer pursuant to the terms of these Terms.
To the extent that Customer or its Users provide Personal Data to AdPipe, AdPipe’s collection, use, retention, disclosure, and data protection and security obligations of such Personal Data will be governed by AdPipe’s privacy policy, as currently set forth on AdPipe’s website, or the Platform, and as amended from time to time (the “Privacy Policy”) and AdPipe’s Data Processing Agreement (the “DPA”). The DPA shall be made available to Customer via hyperlink in the applicable Order Form (or otherwise made available by AdPipe), and is hereby incorporated into and forms part of these Terms by reference. Customer’s execution of an Order Form referencing or incorporating the DPA (including via hyperlink) shall constitute Customer’s acceptance of the DPA.
AdPipe may compile, use, reproduce, and disclose statistical information derived from or related to the use of the Services (“Statistical Information”) for product or service improvement, industry analysis, benchmarking, analytics, and other purposes consistent with AdPipe’s Privacy Policy and DPA, provided that Statistical Information is aggregated, anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any User or other identifiable individual person or entity). AdPipe retains all rights, title, and interest in and to such Statistical Information. The right to use Statistical Information will survive termination of these Terms.
Customer acknowledges that certain features and functionalities of the Services may incorporate or utilize artificial intelligence, machine learning, or similar technologies (collectively, the “AI Features”). The Parties agree that the provision and use of such AI Features shall be governed by AdPipe’s Artificial Intelligence Policy, as attached hereto as Schedule B.
Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has Confidential Information relating to Disclosing Party’s business which it has disclosed or may disclose during the Term of these Terms. AdPipe’s Confidential Information includes non-public information regarding features, functionality, and performance of the Services, as well as all user visible aspects of the Services. Customer’s Confidential Information includes information provided by Customer to AdPipe to enable the provision of the Services, as well as all Customer Content. The terms and conditions of these Terms, including all pricing and related metrics, are each Party’s Confidential Information. As used in these Terms, the term “Confidential Information” means any information about business operations and strategies, research, goods and services, customers, pricing, financials, marketing, and other information proprietary to the Disclosing Party including, but not limited to, the Disclosing Party’s inventions, processes, specifications, designs, drawings, diagrams, concepts, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by the Disclosing Party, either directly or indirectly, in any form. For clarity, Statistical Information, Feedback, risk scores, and other information and data created or compiled by AdPipe shall be deemed Confidential Information for the purposes hereof.
Receiving Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own most important confidential information. Receiving Party agrees (a) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or exercise its rights under these Terms and (b) not to disclose any Confidential Information of Receiving Party to Third Parties or to such Party's employees, officers, agents, contractors, or other representatives (the “Personnel”), except to those Personnel of Receiving Party who need to have access to such Confidential Information in order to perform works in connection with these Terms and are subject to confidentiality obligations consistent with those of these Terms.
Disclosing Party agrees that these confidentiality obligations will not apply to any information that Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from Disclosing Party; (c) was rightfully disclosed to it without restriction by a Third Party; and/or (d) was independently developed without use of any Confidential Information of Disclosing Party. Nothing in this Section 4 precludes either Party from disclosing the other Party’s Confidential Information as required by Law or a legal process, provided that such Party (i) gives the other Party prior written notice sufficient to permit the other Party to contest the disclosure or to seek a protective order (or other confidential treatment) and (ii) reasonably cooperates with the other Party in limiting the disclosure. In addition, a Party may disclose information concerning these Terms and the transactions contemplated under these Terms, including providing a copy of these Terms, to any or all of the following: (A) potential acquirers, merger partners, investors, and their personnel, attorneys, auditors, and investment bankers, solely in connection with the due diligence review of such Party by persons and provided that the disclosures are made in confidence, (B) the Party’s outside accounting firm, or (C) the Party’s outside legal counsel.
Promptly following the earlier of (a) thirty days after the expiration or earlier termination of these Terms, or (b) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or destroy all Confidential Information that is in written, electronic, or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, or computer memory, whether or not prepared by Receiving Party) to the extent containing or summarizing any portion of the Confidential Information, including, without limitation, all copies and extracts of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section 4. To the extent either Party is required by Law to maintain copies of Confidential Information or records related to disclosure or handling, that Party will be under no obligation to destroy such information, however, it will remain subject to the obligations in this Section.
Receiving Party acknowledges that in the event of a breach of this Section 4 by Receiving Party, substantial injury could result to Disclosing Party and money damages will not be a sufficient remedy for such breach. In the event that Receiving Party engages in or threatens to engage in any act which violates any provision of these Terms, Disclosing Party will be entitled, in addition to all other remedies which may be available to it under the Law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of these Terms. Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
In accordance with the requirements set forth in these Terms, Customer must have the required equipment, software, and internet access to be able to use the Services. Acquiring, installing, maintaining, and operating equipment, any Customer software, and internet access is solely the Customer’s responsibility. Internet access is not included in the Services purchased from AdPipe, and the Customer is responsible for the appropriate internet access with the service provider of its choosing. AdPipe cannot be held responsible for any malfunction of the internet, the internet browser or browser extension, or any antivirus protection system installed by the Customer.
AdPipe will provide Customer with an AdPipe account in order to use the Platform. Customer is fully responsible for all activities performed on, with, or through their account, including all activities of its Users. Customer agrees that it will, and will inform each User that it shall: (a) provide true, accurate, current, and complete information as prompted by the registration form in the Platform (the “Registration Data”), (b) maintain and promptly update the Registration Data to ensure the information is true, accurate, current, and complete, (c) promptly, and without undue delay, inform AdPipe of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and (d) endeavor to exit from the account at the end of each work session. AdPipe undertakes no obligation to verify the Registration Data provided by Customer or its Users. Without prejudice to any other remedies, and in addition to any other rights provided to AdPipe herein, if Customer breaches subsection (c) above, AdPipe may, upon reasonable notice and opportunity to cure, suspend Customer’s or any User’s account and refuse any and all current or future use of the Services (or any part of them) until such condition is remedied to AdPipe’s reasonable satisfaction.
Each User that uses the Platform must choose a password when registering. Customer will inform such Users of their obligation to maintain the confidentiality of the passwords. AdPipe does not retain the technical ability to retrieve User passwords, and Users will need to follow the steps to reset its password if lost or forgotten. Customer is fully responsible for all activities that occur using Customer’s password, and each User shall be fully responsible for all activities that occur using their password. Customer acknowledges and agrees that AdPipe shall not be liable for any loss that Customer or any User may incur as a result of someone else using a password that has been assigned to or obtained by Customer or its Users, either with or without the knowledge of Customer or the applicable User; nor shall AdPipe be liable or responsible for any unauthorized access or misuse of the Platform by Customer or any of its Users. Customer agrees that it will promptly notify AdPipe of any violation or suspected violation of these Terms or any actual or suspected data or security breach.
In relation to the Users, Customer undertakes that: (a) it will not direct or knowingly permit any User account to be used by more than one individual User concurrently, (b) when requested by AdPipe, it will produce (without undue delay) the up to date list of current Users available within the Platform; and (c) if any compliance verification procedures reveal that any password has been created or provided to any individual who is not an authorized User, then, without prejudice to AdPipe’s other rights, Customer shall promptly disable such passwords.
(a) Except as permitted under these Terms or as required by Law, Customer will not, and will not permit or encourage anyone else, to:
(i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any Third Party in any way;
(ii) modify, disassemble, or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services;
(iii) reverse engineer or access the Services to (A) build a competitive product or service, (B) build a product using similar ideas, features, functions, or graphics of the Services, or (C) copy any ideas, features, functions, or graphics of the Services;
(iv) modify, remove, or obstruct any proprietary rights statement or notice contained in the Services;
(v) use the Services in a way prohibited by applicable Law;
(vi) upload, send to, or store within the Services (A) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates Third Party privacy rights; or (B) material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
(vii) attempt to gain unauthorized access to the Services or its related systems or networks;
(viii) access the Services if Customer is a direct competitor of AdPipe, unless AdPipe agrees in writing before Customer accesses the Services;
(ix) upload, create, or post any images or any materials in association with pornographic, defamatory, or obscene images while utilizing the Services.
(x) use the Services in a way that could materially harm the functionality or performance of the Services;
(xi) use or access the Services in a manner that fails to comply with these Terms or any Documentation provided by AdPipe;
(xii) hack or break any security mechanism on the Services; or
(xiii) attempt to access the Services by any means other than through the interface that is provided by AdPipe.
(b) AdPipe reserves the right to review any Customer Content, Deliverables, or any other information uploaded to, sent to, stored on, created on, or generated within the Services by Customer or its Users to ensure that it complies with this or any other section of these Terms, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with these Terms and/or applicable Law.
Both Parties represent and warrant that they will observe and comply with all applicable Laws in connection with their performance under these Terms including data protection laws. To the extent any Users are under the age of eighteen (18), Customer represents and warrants that it is responsible for obtaining any additional consents as required by applicable Law. Customer will notify AdPipe, promptly and without any undue delay, of any discovered unauthorized use of the Services or any other breach of security that is known or reasonably suspected by Customer. Without prejudice to any other remedies and in addition to any other rights provided to AdPipe herein, AdPipe may suspend the Services, upon notice and a reasonable opportunity to cure, in the event of a material violation by Customer of any obligation contained in this Sections 5 until such violation ceases and AdPipe receives reasonable assurances that such violation will not continue. Further, and without prejudice to any other remedies and in addition to any other rights provided to AdPipe herein, any use of the Services in violation of the these Terms by Customer that, in AdPipe’s reasonable judgment, threatens the security, integrity, or availability of AdPipe’s services or that of its other customers, may result in AdPipe immediately suspending the Services; however, AdPipe will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.
Customer acknowledges and agrees that, in connection with any Services provided herein, AdPipe shall have the right to take instructions from, and rely upon information provided by, any administrative User. Such instructions may include, for example, the commissioning or decommissioning Users/User accounts or the purchase of additional Services or Subscriptions.
In the course of providing the Services, AdPipe may publish, communicate, or otherwise provide certain content or links to websites, applications, or other materials created, provided, and maintained by Third Parties (“Third Party Resources”). AdPipe has no responsibility for reviewing or verifying any Third Party Resources and is not responsible therefor. Trademarks of Third Parties displayed in conjunction with the Services are the property of their respective owners.
(a) AdPipe has developed the Platform and Services to enable customer to create, edit, and distribute video, audio, and image-based content for marketing and related purposes. In connection with the foregoing, certain features and functionalities of the Services may be made available through integrations with, or sublicenses from, Third Party vendors or licensors, including, without limitation, access to stock footage, music libraries, text-to-voice functionality, and other similar features or capabilities that may be introduced by AdPipe from time to time (collectively, “Third-Party Assets”).
(b) Customer acknowledges and agrees that such Third Party Assets and related functionalities may be made available to Customer pursuant to sublicenses or other arrangements between AdPipe and such Third Party vendors or licensors. Subject to the terms and conditions of these Terms and pursuant to an applicable Order Form, AdPipe hereby grants to Customer a limited, non-exclusive right to use such Third Party Assets and related functionalities solely as incorporated into Customer Content and Deliverables created or enhanced by Customer through the Services, and solely for Customer’s general marketing and advertising activities across standard distribution channels and internal business purposes.
Without limiting any other restrictions set forth in these Terms, Customer agrees that, with respect to any Third Party Assets (including any stock footage, music, audio assets, or other sublicensed materials) and any Customer Content or Deliverables incorporating the foregoing:
(i) Customer shall not make available, distribute, resell, sublicense, assign, transfer, or otherwise exploit any Third Party Assets on a standalone basis, separate and apart from Customer-created Customer Content or Deliverables into which such Third Party Assets have been incorporated into;
(ii) Customer shall not use any Third-Party Assets in any manner that permits such Third-Party Assets to be accessed, downloaded, extracted, or used as a separate file or asset independent of Customer Content or Deliverables in which is embedded;
(iii) Customer shall not sell, license, transfer, share, or otherwise provide access to any Third Party Assets (in whole or in part) as part of any stock library, archive, database, or similar offering, whether for consideration or otherwise;
(iv) Customer shall not use Third Party Assets made available through the Services in connection with defamatory, fraudulent, unlawful, or illegal content, or in connection with pornographic or adult-oriented materials, or in any manner that violates applicable Law;
(v) Customer shall not claim ownership of, register, or attempt to assert proprietary rights in any stock footage or music Third Party Assets, including by registering any Customer Content or Deliverables incorporating such Third Party Assets with content identification systems (including YouTube Content ID, Facebook Rights Manager, or similar systems);
(vi) Customer shall not monetize Customer Content or Deliverables incorporating stock footage or music Third Party Assets, such as through YouTube or other third party platforms that provide monetization capabilities; and
(vii) Customer shall not use any Third-Party Asset in a manner that identifies, titles, or brands such Customer Content or Deliverable using the name or title of such underlying Third-Party Asset.
Customer acknowledges and agrees that any Third Party Assets which are music, sound recordings, sound effects, or other audio content incorporated into Customer Content or Deliverables or otherwise used in connection with the Services that is licensed or obtained by AdPipe from third parties (including, without limitation, third-party music licensors, audio content providers, or digital music licensing platforms) may be subject to performance royalty obligations ( “PRO Royalties”) imposed by performing rights organizations, collecting societies, or similar entities (collectively, the “PROs”). Customer shall be solely responsible for the identification, payment, reporting, and compliance with all such PROs and shall not look to AdPipe for reimbursement, indemnification, compliance, or contribution in connection therewith. For the avoidance of doubt, AdPipe does not assume, and expressly disclaims, any obligation to pay or administer PRO Royalties on Customer’s behalf, regardless of whether any third-party license agreement purports to allocate such obligations to AdPipe or to any upstream third-party content licensor. Customer warrants that it will obtain all performing rights licenses required for the public performance of any Customer Content or Deliverables containing third-party music or audio content.
AdPipe shall have no liability whatsoever for any claims, damages, or liabilities arising out of or relating to Customer’s access to, use of, or reliance upon any Third Party Assets, including any claims of intellectual property infringement, except solely to the extent such claims arise from Customer’s authorized use of such Third Party Assets strictly in accordance with these Terms and the applicable Order Form. For the avoidance of doubt, AdPipe shall have no liability for any claims, damages, or liabilities arising from or relating to any use of Third Party Assets that exceeds, violates, or is otherwise not in compliance Section 6.2 and Section 6.4 and the restrictions set forth in Section 6.3.
Except for the limited right to access and use the Services under these Terms and the applicable Order Form during the Term, Customer acknowledges and agrees that, as between the Parties, AdPipe (or its licensors) have and will retain any and all rights, title, and interest in the Services and all derivative works made by any person or entity in or to the Services, including, but not limited to, any Intellectual Property Rights associated with the Services (expressly including the Platform). Customer will not assert or cause any other party (including, without limitation, any User) to assert any right, title, or interest in or to the Services or other portion of AdPipe’s Intellectual Property Rights. These Terms is not a sale and, except as set forth in these Terms, does not give Customer any rights of ownership in the Services, any AdPipe Platform, or the Intellectual Property Rights owned by AdPipe.
Except as set forth in these Terms, these Terms does not give AdPipe any rights of ownership in any Intellectual Property Rights owned by Customer. As between the Parties, Customer Content is deemed to be the Intellectual Property of Customer.
(a) The Parties acknowledge and agree that all Deliverables created using the Platform and/or the Services, except for AdPipe’s Pre-Existing Intellectual Property Rights or any Third Party Assets, will be the Intellectual Property of, and will be owned by, Customer, and AdPipe assigns all right, title, and interest in such Deliverables to Customer. If applicable Law prevents AdPipe from transferring ownership to Customer, AdPipe grants Customer an exclusive, fully-paid, irrevocable, perpetual, royalty-free, transferrable, worldwide license (with a right to sublicense) to reproduce, prepare derivative works from, distribute, publicly perform, publicly display, use, make, offer for sale, sell, import, export any component of, modify, transmit, and dispose of such Deliverables. If applicable Law prevents future assignments, AdPipe will assign such rights as they are created. AdPipe will disclose in writing all Deliverables to Customer, at Customer’s request. If any portion of Deliverables qualifies as a work-made-for-hire under applicable Law, Customer, or a Customer-selected designee, will exclusively own title to such portion.
(b) If any Pre-Existing Intellectual Property Rights or related rights are incorporated in or necessary to use any Deliverable, AdPipe grants to Customer and its Affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, make, use, and import such Pre-Existing Intellectual Property Rights or related rights. However, Customer shall not license, sub-license, resell, transfer, or make other commercial use of the Pre-Existing Intellectual Property Rights or any portion thereof, except as part of a Deliverable, without AdPipe’s prior written consent. Notwithstanding the foregoing, except for the limited rights expressly granted to Customer under Section 2.1, AdPipe does not grant Customer any license or other rights in or to the Platform or any third-party platforms, tools, or technologies used by AdPipe in the development, provision, or delivery of the Services, Deliverables, or any related Intellectual Property
(c) If any Third Party Assets are incorporated in or necessary to use any Deliverable, AdPipe grants Customer the limited license set forth in Section 6.2 with respect to such Third Party Assets.
Customer may, but is not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback to AdPipe relating to AdPipe’s Platform, the Services, or business operations (“Feedback”). To the extent Customer provides Feedback, AdPipe may use the Feedback without obligation to Customer, including, but not limited to, incorporation of such Feedback into its Platform, the Services, or its business operations, and Customer irrevocably assigns to AdPipe all right, title, and interest in and to the Feedback.
Some of the Services are offered and provided to Customer on a subscription basis (the “Subscription”). Each Subscription purchased by Customer may include certain parameters, including, but not limited to, the number of Deliverables, custom graphics, custom animations, and storage capacity. Each Subscription purchased by the Customer shall commence on the start date set forth in the corresponding Order Form (the “Subscription Start Date”) and shall continue in effect for the period of time prescribed in the corresponding Order Form (the “Subscription Period”), unless earlier terminated in accordance herewith.
AdPipe will invoice Customer for Fees that correspond to Customer’s Subscription to the Services as set forth in the corresponding Order Form, and for Professional Services as set forth in any applicable SOW. All Fees are payable in U.S. dollars unless otherwise set forth in the applicable Order Form or SOW.
Customer agrees to reimburse AdPipe for all reasonable expenses incurred by AdPipe in accordance with the applicable Order Form or SOW, only if such expenses have been pre-approved in writing by Customer or are set forth in the applicable Order Form or SOW.
Timing for Customer’s payment of Fees (the “Billing Cycle”) will be set forth in the corresponding Order Form or SOW. Unless otherwise set forth in the Order Form, Fees in connection with Customer’s Subscription will initially be due and payable on or before the beginning of the Subscription Period and subsequently, on the same day of the following month, quarter, or year, as applicable, in accordance with Customer’s Billing Cycle, and Fees for Professional Services under an applicable SOW will be due and payable in accordance with the Billing cycle or payment schedule set forth in such SOW, or absent any specified payment terms, within thirty (30) days after the applicable date of the invoice (each respectively, the “Billing Date”). All Fees must be paid by Customer before AdPipe shall be obligated to provide Customer with access to the Services or to perform any Professional Services under an applicable SOW.
Customer agrees to notify AdPipe within fifteen (15) days after receipt of an invoice (the “Dispute Period”) if it believes in good faith that there is a discrepancy in the amount of the Fees or any other amounts invoiced by AdPipe. The Parties will endeavor in good faith to resolve any dispute within fifteen (15) days of the date of notice of such dispute. Customer agrees that it will pay all amounts not subject to the dispute hereunder. If Customer does not provide AdPipe with notice of dispute during the Dispute Period, all Fees and other amounts shall be deemed accepted by Customer.
All amounts due hereunder (except for those that are subject to a bona fide dispute pursuant to Section 8.5) not paid within five (5) days following the Billing Date shall be deemed past due (“Past Due Amounts”). The outstanding balance of Past Due Amounts will be charged a fee of one and one-half percent (1.5%) of the outstanding balance per month, or the highest amount allowed by Law, whichever is lower.
Upon the commencement of each Renewal Subscription Term, the Fees payable under the applicable Order Form shall automatically increase by seven percent (7%) over the Fees payable during the immediately preceding Subscription Term. The adjusted Fees shall apply for the entirety of the applicable Renewal Subscription Term and shall be reflected in Customer’s invoices during such Renewal Subscription Term.
The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms and any Order Form or SOW. If AdPipe has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 8, including for Fees previously invoiced, AdPipe will invoice Customer for the Taxes and Customer agrees to and will pay that amount (unless Customer provides AdPipe with a valid tax exemption certificate authorized by the appropriate taxing authority). AdPipe is solely responsible for taxes assessable against AdPipe based on its income, property, and employees.
If any amount owing by Customer under these Terms or any other agreement with AdPipe that is not subject to a good faith dispute is sixty (60) or more days overdue, AdPipe may, without limiting its other rights and remedies, accelerate Customer’s unpaid Fee obligations under such Order Form so that all such obligations become immediately due and payable, and suspend any and all Services and Professional Services until such amounts are paid in full. Customer will continue to be charged Fees during any period of suspension. AdPipe reserves the right to impose a Service reconnection fee in the event Customer’s account is suspended and Customer later requests access to the Services.
These Terms will commence on its Effective Date and will remain in full force and effect for so long as any individual Order Form or Subscription or SOW remains in effect and for a period of six (6) months thereafter (the “Term”).
Each Subscription shall commence on the Subscription Start Date and shall continue in effect for the duration of the Subscription Period, as set forth in the corresponding Order Form, unless earlier terminated in accordance with these Terms (the “Initial Subscription Term”). Upon the expiration of the Initial Subscription Term of a Subscription, that Subscription shall be renewed automatically for a subsequent period equal to the Initial Subscription Term, unless a different renewal period is set forth in the Order Form or any amendments thereto (each, a “Renewal Subscription Term” and together with the Initial Subscription Term, the “Subscription Term”).
Without prejudice to any other remedies and in addition to any other termination rights herein, the Parties shall have the right to terminate these Terms as provided below:
(a) By either Party if the other Party commits a material breach of these Terms and such breach (i) is incapable of cure, or (ii) is capable of cure but remains uncured thirty (30) days after written notice of such breach is delivered to such other Party. For the avoidance of doubt, if the material breach relates to a specific Order Form or SOW, any other Order Forms or SOWs shall remain active and subject to the terms of these Terms;
(b) By Adpipe if the Customer makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium, or similar laws;
(c) By AdPipe, if AdPipe reasonably determines that further provision of the Services would be (or would present a substantial risk) in contravention of any applicable Law or rule of any governmental unit or self-regulatory organization;
(d) By AdPipe if any amounts hereunder which are due and owing and not reasonably in dispute remain unpaid for more than sixty (60) days following written notice of such unpaid amounts being delivered to Customer; or
(e) Upon termination or non-renewal of all Subscriptions and active Order Forms and SOWs.
(a) Either Party may terminate a Subscription by providing the other Party with sixty (60) days advance written notice of intent not to renew prior to the conclusion of the Subscription Term then in effect.
(b) If an Order Form stipulates for the provision of Services that are of an ongoing nature (expressly excluding Subscriptions), then, unless otherwise set forth in such Order Form, either Party may terminate that Order Form by providing the other Party with at least thirty (30) days advance written notice prior to the Party’s intended termination date.
(c) Electing not to renew a Subscription or to terminate an Order Form in accordance with this Section shall not terminate any other Subscription, Order Form, or these Terms, all of which shall remain in effect.
(d) All Subscriptions and Order Forms and SOWs shall automatically terminate upon termination of these Terms pursuant to Section 9.3 hereof; provided, however, as applicable, if the termination is pursuant to Section 9.3(a) and relates solely to a specific Order Form or SOW, then only such Order Form (and any Subscriptions thereunder) or SOW shall terminate, and all other active Order Forms and SOWs shall remain in full force and effect.
(a) Upon expiration or termination of these Terms for any reason, AdPipe will immediately terminate the Services and Customer will immediately cease all use of and access to the same. Furthermore, upon the termination of these Terms, AdPipe will have no obligation to maintain or provide any Customer Content or Deliverables and may thereafter, unless prohibited by Law, delete all Customer Content and Deliverables in its systems or otherwise in its possession or under its control. The foregoing shall not apply to the extent that AdPipe has Customer Content or Deliverables archived on its back-up systems, in which case AdPipe will securely isolate and protect such Customer Content and Deliverables from any further processing and destroy/delete such Customer Content in accordance with its deletion practices.
(b) Upon expiration or termination of these Terms, an Order Form, or an SOW by either Party for any reason, except for Customer’s termination pursuant to Section 9.3(a) for an uncured (or uncurable) material breach by AdPipe, Customer will be obligated to pay all Fees due pursuant to, or as otherwise reflected in, each Order Form or SOW issued hereunder.
Sections 1, 3, 4, 5.5, 5.6, 6, 7, 8.6, 8.9, 9, 10.4, and 11 through 15 will survive any termination or expiration of these Terms. Termination of these Terms will not relieve either Party from any liability arising from any breach of these Terms. Furthermore, termination of these Terms by a Party will be without prejudice to any other right or remedy of a Party under these Terms or applicable Law.
Each Party represents and warrants that it has the legal power and authority to enter into these Terms.
AdPipe represents and warrants that: (a) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (b) it has all rights, licenses, consents, and authorizations necessary to grant the rights and licenses granted in these Terms; (c) the Platform will operate substantially in conformity with its Documentation under normal use and circumstances; and (d) the functionality of the Platform at the effective date of the Order Form shall not materially decrease during the Subscription Term. Customer’s sole and exclusive remedy and AdPipe’ sole obligation for a breach of the warranties in this Section will be the correction or re-performance of the nonconforming Services by AdPipe. If, after reasonable efforts, neither remedy is commercially available, AdPipe may cancel these Terms and refund to Customer a pro-rata portion of the Fees (i.e., all Fees that have been paid but not used by Customer from the date of notice by Customer of such breach).
Customer represents and warrants that: (a) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of Customer Content that is placed on, transmitted via, or submitted to the Services; and (b) the provision and use of Customer Content as contemplated by these Terms and the Services does not and will not violate any agreement to which Customer is a party or any Law or regulation to which Customer is subject.
OTHER THAN AS EXPRESSLY SET FORTH IN SECTIONS 10.1 AND 10.2, NEITHER ADPIPE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES, PLATFORM, UPDATES, DOCUMENTATION, OR OTHERWISE REGARDING THESE TERMS, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES OR PLATFORM WILL BE TIMELY, ERROR-FREE, OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED, THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH HARDWARE, PLATFORM, SYSTEMS, OR DATA NOT PROVIDED OR RECOMMENDED BY ADPIPE, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS.
(a) AdPipe will defend, indemnify, and hold harmless Customer, its Affiliates, and its and their respective directors, officers, employees, representatives, and agents (collectively, the “Customer Indemnified Parties”) from and against any and all claims, losses, damages, suits, fees, judgments, compromises, or settlements, costs, and expenses (“Losses”) to the extent such Losses are based upon or arise directly from a Third Party claim (collectively, “Third-Party Claims”) alleging (i) unlawful or fraudulent misconduct by AdPipe or its agents; (ii) a claim that the Services or Customer’s use thereof infringes or violates any patent, copyright, or trademark right of a Third Party or misappropriates any trade secret of any Third Party; or (iii) a breach of its confidentiality obligations under these Terms.
(b) AdPipe will pay all Losses incurred by and damages against Customer Indemnified Parties as set forth in Section 11.1 above, but will not be responsible for any compromise or settlement made without its express prior written consent which will be provided in its sole discretion. Such indemnity pursuant to Section 11.1(a)(ii), however, is specifically exclusive of any such claims to the extent they arise or result, directly or indirectly, from Customer’s (i) unauthorized alteration of the Services; (ii) use of the Services in combination with apparatus, hardware, software, or services not provided or authorized by AdPipe; (iii) any use of the Services by Customer that violates any Law (including any regulation of any governmental authority or self-regulatory agency or authority applicable to Customer); or (iv) use of the Services in a manner that violates Sections 5.4, 5.5, 5.6, 6.3, or 6.4 of these Terms. In order to resolve any such Third-Party Claim relating to Section 11.1(a)(ii), AdPipe may, but is not obligated to, (A) modify or replace the Services to make them non-infringing; (B) procure any rights from a Third Party necessary to provide the Services; or (C) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to AdPipe on commercially reasonable terms, AdPipe may terminate these Terms without penalty and AdPipe will refund to Customer a prorated portion of any prepaid Fees allocable to the period after such termination. THIS SECTION 11.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND ADPIPE’S SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
Customer will defend, indemnify, and hold harmless AdPipe and its respective directors, officers, employees, representatives, and agents (the “AdPipe Indemnified Parties”) from and against any and all Third-Party Claims: (a) for gross negligence or willful, unlawful, or fraudulent misconduct of Customer or its agents; (b) resulting from a breach by Customer or its agents of Customer’s obligations under Section 4 (Confidentiality), Section 5.4 (User Accounts), Section 5.5 (Use Restrictions), or Section 5.6 (Suspension for Compliance and Security Concerns); or (c) alleging that AdPipe’s use or handling of the Customer Content (in accordance with the terms of these Terms and the Law) (i) infringes or violates any patent, copyright, or trademark right of a Third Party, (ii) misappropriates any trade secret of any Third Party, or (iii) is in violation of the Law.
As a condition to a Party’s obligations under Sections 11.1 or 11.2, the Party being indemnified (the “Indemnified Party”) will provide the Party providing the indemnification (the “Indemnifying Party”) with: (a) prompt written notice of the Third-Party Claim (provided that the failure to provide such notice will not relieve a Party of its obligations unless such failure prejudices its ability to defend the Third-Party Claim); (b) sole control of the defense and settlement of the Third-Party Claim (except that the Indemnified Party’s prior written approval will be required for any settlement that requires any action, inaction, or admission by the Indemnified Party, requires the payment of any amount that will not be fully satisfied by the Indemnifying Party, or does not include a complete release of claims against the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed); and (c) cooperation as reasonably requested by the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense of the Third-Party Claim. The Indemnified Party may participate in any indemnified matter with counsel of its choosing at its own expense.
AdPipe will, at its own cost and expense, procure and maintain in full force and effect during the Term of these Terms, insurance policies, of the types and in the minimum amounts set forth in Schedule C of these Terms.
(a) TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, LICENSORS, OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY, FOR ANY INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR ACCURACY OF RESULTS, (I) UNDER OR IN ANY WAY RELATING TO THESE TERMS OR RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY SERVICES OR THE USE OF OR INABILITY TO USE THE DELIVERABLES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, OR (II) ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE.
(b) EXCEPT AS PROVIDED IN SECTION 12(c) AND SECTION 12(d), EACH PARTY AGREES THAT A PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, NO MATTER THE THEORY OF LIABILITY, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT) (THE “GENERAL LIABILITY CAP”).
(c) NOTWITHSTANDING THE ABOVE, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY PURSUANT TO THIS SECTION 12 WILL NOT, IN THE AGGREGATE AND TOGETHER WITH SUCH PARTY’S OTHER LIABILITIES ARISING OUT OF OR RELATED TO THESE TERNS, EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE GENERAL LIABILITY CAP FOR DAMAGES ARISING AS A RESULT OF: (I) BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS; OR (II) BREACHES OF A PARTY’S DATA SECURITY OBLIGATIONS.
(d) EACH PARTY’S LIABILITY FOR DAMAGES ARISING AS A RESULT OF THE FOLLOWNG SHALL BE UNCAPPED: (I) WILLFUL MISCONDUCT OF A PARTY; (II) FRAUDULENT MISREPRESENTATION BY A PARTY; (III) LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE GROSS NEGLIGENCE OF A PARTY; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1(a)(II) AND SECTION 11.2(c).
Except as specifically set forth in these Terms, an Order Form, or an SOW, all notices, demands, or consents required or permitted under these Terms will be in writing. Notice will be considered delivered and effective when (a) personally delivered; (b) one (1) day after posting when sent by a reputable private overnight carrier; (c) five (5) days after posting when sent by certified United States mail, or (d) one (1) day after sending via email; provided that any notice sent via email must be followed by a written notice in accordance with one of the other methods of notification. AdPipe may deliver any notice required or permitted hereunder to the Customer’s contact information which is either (i) provided by the Customer/its authorized representative (x) when executing an Order Form that references or incorporates these Terms (including via hyperlink) or (y) when electronically executing, clicking the “Accept” button, or checking the appropriate box to accept these Terms or (ii) on record with the AdPipe. AdPipe’s current mailing and email address are:
AdPipe, Inc.
Attn: Terms of Service Notices
235 Mitchel Street, Suite 235A
Atlanta, GA 30303
Email: admin@adpipe.com
Either Party may update their mailing and email address by providing notice to the other Party in accordance with this Section.
Each Party agrees that it will not assign these Terms without the prior written consent of the other Party, which will not be unreasonably withheld or delayed, provided that either Party may assign these Terms without prior written consent to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of the stock or assets of such Party, or (c) a successor by merger. Any attempted assignment or transfer in violation of this Section 14 will be void.
Customer expressly grants AdPipe the right to identify Customer as its customer as well as display its Customer Content on AdPipe’s website and in AdPipe’s advertising and promotional materials; however, upon notice by Customer, AdPipe will remove Customer’s name, logo, and Customer Content from, and will refrain from future use of such on, AdPipe’s website and any AdPipe advertising and promotion materials (unless such materials have already been produced/printed). In connection with the foregoing, Customer grants AdPipe, during the Term, a non-exclusive, non-transferrable, limited right and license to use Customer’s name, logo, and Customer Content.
These Terms will be binding upon and inure solely to the benefit of the Parties. The Parties intend that there will be no Third Party beneficiaries under these Terms, and that no person or entity, except the Parties, will have any rights or remedies under these Terms, including the right to bring any action on account of its breach or in any relation to it, whether in contract, in tort, or otherwise.
Customer agrees that it will comply with all laws, administrative regulations, and executive orders, including but not limited to those relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of these Terms that may apply in the United States or in any other jurisdiction in which the Services will be located or from which the Services will be accessed under these Terms, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. Customer will not, without prior written consent, if required of the office of Export Administration of the U.S. Department of Commerce, or other applicable U.S. governmental agency or department, export, re-export, allow the re-export, transship, download, or transmit any part of the Services or Confidential Information to any country (“Restricted Nation”), person or entity to which such transmission is restricted by applicable regulations or statutes, including to any individual, group or organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons, as each may be amended from time to time.
The relationship between the Parties created by these Terms is that of independent contractors and not partners, joint venturers, or agents. Except as expressly agreed by the Parties, neither Party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.
Nothing in these Terms restricts a Party's right to contract with any Third Party to provide products and/or services similar to or identical to the Services provided under these Terms.
These Terms, including all Order Forms and SOWs which reference these Terms or may reasonably be considered to be issued under or pursuant to the these Terms as well as any terms, policies, and schedules expressly incorporated herein, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing agreements relating to the subject matter hereof. To the extent there is any conflict among the terms of these Terms and the applicable Order Form, such conflict will be governed in the following order: (a) the terms of the Order Form; and then, (b) these Terms and any applicable schedules, the terms of which are incorporated into such applicable Order Form by reference. To the extent there is any conflict among the terms of this Agreement and the applicable SOW, such conflict will be governed in the following order: (a) the terms of the SOW; and then, (b) this Agreement and any applicable schedules, the terms of which are incorporated into such applicable SOW by reference.
No amendment to or modification of these Terms is effective unless it is in writing, identified as an amendment to or modification of these Terms, and signed by an authorized representative of each Party. Notwithstanding the foregoing, AdPipe reserves the right, in its sole discretion, to make any changes to the Services, the Platform, or any ancillary items or materials that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of the Services, (ii) the competitive strength of or market for the Services, (iii) the Services’ cost efficiency or performance; or (iv) comply with applicable Law; provided that no such changes have the effect of materially degrading the functionality of the Services.
No failure or delay by a Party to exercise any right or remedy provided under these Terms or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Neither Party will be liable for any failure or delay in the performance of any of their respective obligations (other than confidentiality obligations and payment obligations) if prevented from doing so by a cause or causes beyond its reasonable control (a “Force Majeure Event”). Without limiting the generality of the foregoing, Force Majeure Events include fires, floods, terrorism, strikes, blackouts, war, restraints of government, utility or communications failures or interruptions, pandemics, failures of Third Party vendors, internet slow-downs or failures, computer hackers or other causes that are beyond a Party’s reasonable control. Failure to meet due dates or time schedules resulting from a Force Majeure Event will extend the due dates or time schedules for reasonable periods of time as determined by the Parties in good faith.
The illegality, invalidity, or unenforceability of any provision of these Terms will not in any manner affect or render illegal, invalid, or unenforceable any other provision of these Terms, and that provision, and these Terms generally, will be reformed, construed, and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in these Terms.
Section headings are for convenience of reference only and will not affect the interpretation of these Terms.
These Terms is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware and without regard to the U.N. Convention on the International Sale of Goods (CISG).
Any dispute, controversy, or claim arising out of or in connection with, or relating to, these Terms or any breach or alleged breach hereof, upon the request of any Party involved, shall be submitted to, and settled by, arbitration pursuant to the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) by Arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Atlanta, Georgia, or as agreed upon by the Parties, and judgment on the award rendered by the Arbitrators may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The arbitration shall be conducted by three (3) neutral and impartial arbitrators (the “Arbitrators”). Each Party shall appoint a neutral and impartial Arbitrator of its choosing, and those Arbitrators shall agree upon and appoint the third neutral and impartial Arbitrator. The Arbitrators shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. Notwithstanding the foregoing, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of these Terms, that Party will be entitled to equitable relief (including an injunction or preservation of evidence) in any court of law having proper jurisdiction, in addition to all other available remedies. The Parties agree that the prevailing Party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such Party in conducting the arbitration, including reasonable attorneys’ fees and expenses, and arbitration costs. In addition to and not in limitation of the foregoing mandatory arbitration requirements, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of these Terms, that Party will be entitled to equitable relief – including an injunction or preservation of evidence – in any court of law having proper jurisdiction, in addition to all other available remedies.
[End of Terms of Service]
[Schedules Continued Below]
Technical Support Agreement
This Technical Support Agreement describes the technical support services (“Technical Support”) that AdPipe shall provide for the support level purchased by Customer (“Support Level”) as stated in the applicable Order Form. This Technical Support Agreement may be updated by AdPipe from time to time, however, for each Order Form, the terms effective as of Customer’s agreement to such specific Order Form shall apply for the duration of the applicable Subscription Term. Capitalized terms not otherwise defined in this support policy shall have the meanings given in the Terms of Service.
The purpose of Technical Support is to address defects in the Platform that prevent the Platform from performing in substantial conformance with the applicable Documentation. A resolution to such a defect may consist of a fix, workaround, or other relief reasonably determined by AdPipe’s Technical Support staff.
Each support ticket shall be categorized by Customer into one of the following severity levels:
| Severity | Definition |
|---|---|
| Severity Level 1 | Severe error that results in the Platform experiencing complete unavailability and halting transactions with no workaround. |
| Severity Level 2 | Serious error that results in a major function of the Platform suffering a reproducible problem causing either major inconvenience to Users or consistent failure in a common functionality. |
| Severity Level 3 | Error that results in a common functionality experiencing an intermittent problem or a consistent failure in a less common functionality. |
| Severity Level 4 | Service requests such as sandbox refreshes, SSO setups, and other how-to type of questions. |
Technical Support staff will respond to and update each support ticket in accordance with the following timelines:
| Support Level | ||
|---|---|---|
| Online Ticket Submission, Phone Support | Severity Level 1: 24x7 Severity Levels 2-4: Mon-Fri, 8am-6pm EST |
|
| Designated Support Contacts | Maximum of 3 | |
| Response Times | Update Frequency | |
| Severity Level 1 | 2 hour | 4 hours |
| Severity Level 2 | 1 business day | 2 business day |
| Severity Level 3 | 3 business days | 4 business days |
| Severity Level 4 | 7 business days | 7 business days |
Customer shall designate no more than the number of Customer Users (“Designated Support Contacts”) set forth above who may contact and interact with AdPipe in connection with Technical Support requests. Customer’s Designated Support Contacts shall answer questions and resolve issues as needed when they arise from other Users of the Platform. Customer’s Designated Support Contacts enter support request tickets, work through Technical Support issues with AdPipe, and take action as needed to implement the resolution to the issue. Customer agrees that AdPipe may communicate and follow instructions to make changes to Customer Content and/or Customer’s instances with its Designated Support Contacts via email, over the phone, or through the Support Portal.
Customer shall ensure that Customer’s Designated Support Contacts are trained on the use and administration of the Platform. Customer shall ensure that the name, contact, and other information for these Designated Support Contacts are current in the Support Portal. Customer may replace Designated Support Contacts by updating the applicable information in the Support Portal, provided that at no time may Customer have more than the number of Designated Support Contacts permitted based on its Support Level.
AdPipe is not required to provide resolutions for immaterial defects or defects due to modifications of the Platform made by anyone other than: (a) AdPipe; or (b) anyone acting at AdPipe’s direction. Technical Support does not include professional services for implementation, configuration, integration, or customization of a Platform or custom Platform development, training, or assistance with administrative functions.
AdPipe shall use commercially reasonable efforts to (i) monitor the Platform and related infrastructure for opportunities to address performance, availability, and security issues; and (ii) at AdPipe’s discretion, deliver functionality enhancements to address customer and market requirements to improve such Platform based on AdPipe innovation.
AdPipe’s Availability target (the “Availability Target”) is 99.9%. AdPipe’s failure to make the Services Available at least 99.9% of the time in any consecutive given two-month period during the Subscription Term, excluding the Support Exclusions under Section 5, regular maintenance, and any failures by Customer to meet its obligations under Section 4, shall be deemed a service level default (a "Service Level Default") and the Customer may obtain the exclusive remedies set forth below. For purposes of these Terms, "Available" and its derivatives means that the Services are performing without any Severity Level 1 issues.
(i) Above 99.9%: No Service Level Credit.
(ii) For each 0.25% percentage points below the Availability Target, AdPipe will provide one (1) additional twenty-four hour day (a "Credit Day") to the end of the then-current Subscription Term in the applicable Order Form. For example, if Service Availability is 97.9% for a given two-month period, the Customer would be entitled to eight (8) additional Credit Days of Services.
Within thirty (30) days after the end of any month in which Customer believes that it is due a Service Level Credit, Customer will provide AdPipe with notice, (i) indicating that it is due a Service Level Credit, (ii) the amount of Credit Days requested, and (iii) requesting that AdPipe provide an analysis of the length of time the Services were Available during the prior two-month period and the Service Level Credit due to Customer, along with any reasonable information to substantiate the period of Availability. If Customer disputes the Service Level Credit, Customer and AdPipe will meet and in good faith determine the amount of such Service Level Credit. If Customer does not request a Service Level Credit within such thirty (30) day period, Customer may not request a Service Level Credit for such period.
AdPipe maintains commercially reasonable disaster recovery processes designed to restore Customer Content and Deliverables following a Qualifying Data Loss Event within a target recovery time objective (“RTO”) of twelve (12) hours from the time such event is identified by AdPipe. For purposes of this Section 8, a “Qualifying Data Loss Event” means an unplanned event resulting in the loss, corruption, or inaccessibility of Customer Content and Deliverables stored within the Platform. The RTO reflects the targeted time required to restore Customer Content and Deliverables from the most recent available backup or system snapshot and applies solely to the recovery of Customer Content, and not to the restoration of full Service functionality or availability.
AdPipe maintains data backup and replication processes designed to support a target recovery point objective (“RPO”) of twenty-four (24) hours, representing the maximum targeted period of potential loss of Customer Content and Deliverables based on the most recent available backup, replication point, or system snapshot preceding a Qualifying Data Loss Event. Customer acknowledges that the RPO relates to the frequency at which instances or snapshots of Customer Content and Deliverables are created and retained, and that recovery will be to the most recent such available instance. Accordingly, the RPO does not guarantee recovery of the most current version, iteration, or state of Customer Content and Deliverables existing immediately prior to the Qualifying Data Loss Event.
Customer acknowledges that (a) the RTO and RPO set forth herein apply solely to Customer Content and Deliverables and do not address overall Service availability or performance, which is covered in Section 7 above (Technical Support Agreement); (b) the RTO and RPO are target objectives, and actual recovery times and recovery points may vary depending on the nature and scope of the applicable Qualifying Data Loss Event; (c) the Services are not intended to serve as Customer’s sole backup or archival solution, and Customer is responsible for maintaining its own backup copies of Customer Content and Deliverables as appropriate; and (d) restoration of Customer Content and Deliverables pursuant to the RTO does not ensure that all Service functionality will be restored within the same timeframe.
[End of Technical Support Agreement]
Artificial Intelligence Policy
This Artificial Intelligence Policy (this “AI Policy”) is incorporated into and forms part of the Terms of Service (the “Terms”) by and between AdPipe and the Customer. This AI Policy governs the use of artificial intelligence and machine learning functionalities made available by AdPipe as part of the Services (the “AI Features”). Except as expressly set forth herein, AI Features constitute part of the Services and remain subject to all terms, conditions, exclusions, disclaimers, and limitations of liability and damages set forth in the Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Terms. In the event of any conflict between this AI Policy and the Terms, this AI Policy shall govern solely with respect to the subject matter hereof, and the Terms shall govern in all other respects.
For purposes of this AI Policy, the following terms have the definitions below:
“AI Features” means functionality within the Platform utilizing AI Models to process, analyze, index, organize, and retrieve Customer Content and such other features and capabilities, as further detailed in Section 2 below, and each as subscribed to/purchased by the Customer under an applicable Order Form.
“AI Performance Data” means operational and performance data (which, with respect to Personal Data, shall be aggregated, anonymized, or de-identified) relating to the use of AI Features, including usage metrics, system telemetry, and derived insights, and, to the extent generated in connection with any applicable AI Features or functionality subscribed to by Customer pursuant to an Order Form, including, without limitation, data, analyses, and insights generated by or through the Services from the analysis of Customer Content and associated performance or analytics data, such as correlation patterns, models, scoring methodologies, attribute-level mappings, optimization logic, and other similar analytical outputs, which does not include Customer Content, Input, or Output.
“AI Models” means the machine learning models, algorithms, and associated systems used to power AI Features, including any updates, improvements, or modifications thereto.
“Input” means any Customer Content, prompt, query, instruction, or data submitted by or on behalf of Customer to the AI Features.
“Output” means any result generated by AI Features in response to Input, excluding AI Performance Data.
“Training” means the use of data to develop, improve, fine-tune, retrain, or otherwise modify AI Models beyond generating Output in response to a specific Input, and excludes processing strictly necessary to generate Output in response to such Input. For the avoidance of doubt, and as further set forth below, AdPipe does not use Customer Content, Inputs, or Outputs for Training purposes.
AdPipe provides a media intelligence and content workflow platform designed to enable the efficient organization, search, and utilization of video, audio, and image content. In connection therewith, these AI Features utilize non-generative machine learning technologies, including computer vision and audio analysis models, to identify and classify visual elements, scenes, objects, and actions within Customer Content, to identify and index audio segments and patterns within video content for purposes of search and organization, and to enable natural language-based search and retrieval of Customer Content. AdPipe may also make available certain additional AI Features through the Services that may incorporate or rely upon third-party artificial intelligence, AI Models, or similar technologies provided by Third Party suppliers, such, by way of example and without limitation, text-to-speech, voice synthesis, or similar capabilities.
The Customer acknowledges that the AI Features are not designed to replace human judgment or decision-making. The Customer shall not, and shall not permit any User or Third Party to, (i) use the AI Features in violation of applicable Laws or in a manner that infringes or misappropriates any third-party rights, (ii) to use the AI Features outside the scope of the Terms or applicable Documentation, (iii) to reverse engineer, decompile, extract, or otherwise attempt to discover any AI Models, system prompts, safeguards, or underlying methodologies, except to the extent such restriction is prohibited by applicable Law, or (iv) to represent that Output was human generated, as applicable, when it was not. The Customer is solely responsible for all Inputs, for evaluating Outputs for accuracy, completeness, and suitability prior to use, for determining the appropriate level of human oversight, and for all decisions, actions, or omissions based on Outputs.
AdPipe agrees that Customer Content and Deliverables, including all Inputs and Outputs (collectively, “Customer Data”), shall be deemed a component of the Customer’s Confidential Information, and all right, title, and interest in and to such Customer Data shall be retained by the Customer, subject to the limited license set forth herein and in the Terms. The Customer hereby grants to AdPipe a non-exclusive, worldwide, non-transferable (except as permitted under the Terms), non-sublicensable (except to authorized Sub-processors and other Third Party suppliers), limited license, during the Term, to access, use, process, host, copy, transmit, and display Customer Data solely as necessary to provide and operate the Services and AI Features for the Customer, in each case in accordance with the Terms. For the avoidance of doubt, Customer Data shall remain subject to all confidentiality, use, and destruction obligations set forth in the Terms.
AdPipe shall not, and shall not permit any Third Party, to use Customer Data, including Inputs or Outputs, for Training or to develop, improve, or provide any products or services for Third Parties. AdPipe shall not incorporate Customer Data into any shared or generalized models or otherwise use Customer Data in any AI Models or AI Features in a manner that results in such data being shared with, exposed to, or used in connection with any other customer’s data or outputs.
AdPipe may engage authorized Sub-processors and other Third Party suppliers, in accordance with the Terms, to assist with the provision of AI Features, provided that such parties are bound by written obligations regarding confidentiality, data protection, and restrictions on use of Customer Data that are no less protective than those set forth in the Terms, including prohibitions on Training on/utilizing Customer Data.
AdPipe may collect and use AI Performance Data to operate, maintain, secure, improve, and provide the Services, AI Features, and related offerings.
As between the Parties, AdPipe retains all right, title, and interest in and to the AI Features, AI Models, AI Performance Data, and all related technology, improvements, and derivative works, including all intellectual property rights therein. Except for the limited rights expressly granted to the Customer under the Terms, no rights or licenses are granted to the Customer in or to the foregoing. The Customer retains all right, title, and interest in and to Customer Data, including all Inputs and Outputs.
The Customer acknowledges and agrees that (i) Outputs may be inaccurate, incomplete, inconsistent, or otherwise unsuitable for the Customer’s intended purposes, (ii) that similar Inputs may yield different Outputs, (iii) that Outputs may not reflect real-time information or subsequent developments, and (iv) that the AI Features operate using probabilistic methods and are not guaranteed to produce consistent or error-free results. AdPipe does not independently verify Outputs for factual accuracy, legal or regulatory compliance, or intellectual property clearance.
The Customer Data processed through the AI Features shall constitute Confidential Information under the Terms and shall be protected in accordance with AdPipe’s confidentiality and security obligations set forth therein. AdPipe shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data from unauthorized access, use, or disclosure.
AdPipe retains the right to update, improve and enhance the AI Features over time. These updates may be applied automatically without requiring additional consent from the Customer; provided, however, that any new or expanded functionality that is not included within the scope of the Services or applicable Order Form and that requires additional Fees shall be subject to the Customer’s prior agreement pursuant to a mutually executed Order Form or amendment thereto.
AdPipe represents and warrants that (a) it will provide the AI Features in a manner consistent with applicable Laws and in accordance with the Terms, (b) it has the necessary rights, licenses, and authorizations to provide the AI Features as contemplated herein, and (c) the AI Features are non-generative in nature. Without limiting the foregoing, AdPipe further represents and warrants that, as of the Effective Date and throughout the Term, (i) AdPipe maintains commercially reasonable practices designed to monitor the operation of AI Features so as to mitigate unintended bias or discriminatory outcomes, (ii) to AdPipe’s knowledge the AI Features have been developed, trained (to the extent applicable), and are utilized in material compliance with applicable Laws, (iii) AdPipe has obtained and shall maintain all material rights, licenses, consents, and authorizations required to use any data, content, or materials used by AdPipe in the development and operation of the AI Features (excluding Customer Data), (iv) to AdPipe’s knowledge there are no pending or threatened claims that would reasonably be expected to materially impair AdPipe’s ability to provide the AI Features in accordance with this AI Policy, (v) AdPipe maintains commercially reasonable practices aligned with generally accepted industry standards relating to the responsible and ethical use of artificial intelligence technologies, (vi) AdPipe does not and will not use Customer Data, Inputs, or Outputs for Training or otherwise to develop or improve any AI Models or other technology for use in providing services to any Third Party, (vii) AdPipe does not and will not input or use Customer Data or Customer Confidential Information in connection with the development, modification, or customization of any AI Models or AI Features except solely as necessary to provide the Services in accordance with the Terms, (viii) AdPipe does not and will not share Customer Data or Outputs with any Third Party except as permitted under the Terms or as necessary to provide the Services, (ix) AdPipe implements and maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data and Outputs, and (x) to AdPipe’s knowledge, and taking into account the non-generative nature of the AI Features and their intended functionality of identifying and surfacing Customer Content, the AI Features do not intentionally create Outputs that incorporate third-party intellectual property other than as may be included within Customer Data or Inputs provided by the Customer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, THE AI FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ADPIPE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING OR ANY DISCLAIMERS SET FORTH IN THE TERMS, ADPIPE MAKES NO REPRESENTATION OR WARRANTY AS TO ANY OUTPUT OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AI FEATURES OR THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE AI FEATURES. THE CUSTOMER ACKNOWLEDGES THAT ADPIPE DOES NOT ATTEMPT TO VERIFY THE ACCURACY OR LEGAL COMPLIANCE OF ANY OUTPUT AND THAT THE CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF ANY OUTPUT. THE CUSTOMER SHALL HAVE FULL CONTROL OVER THE USE OF OUTPUTS AND SHALL EVALUATE AND VERIFY SUCH OUTPUTS PRIOR TO RELIANCE, AS OUTPUT THAT APPEARS ACCURATE MAY CONTAIN MATERIAL ERRORS OR INACCURACIES. NO INFORMATION OR ADVICE PROVIDED BY ADPIPE OR THROUGH THE AI FEATURES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THE TERMS.
Notwithstanding anything to the contrary in the Terms, and in addition to any indemnification obligations in the Terms, AdPipe will defend, indemnify, and hold harmless the Customer Indemnified Parties from and against any and all Losses to the extent such Losses are based upon or arise directly from a Third-Party Claim alleging a breach of AdPipe’s representations, warranties, or obligations set forth in this AI Policy.
For the avoidance of doubt, the AI Features constitute part of the Services and, as such, the AI Features and, specifically, this AI Policy, including, but not limited to, AdPipe’s indemnification obligations in Section 11 above, are subject to all limitations of liability and exclusions of damages set forth in the Terms.
[End of Artificial Intelligence Policy]
Insurance Coverage
AdPipe will, at its own cost and expense, procure and maintain in full force and effect during the Term, insurance policies of the types and in the minimum amounts stated herein.
| Coverage Type | Limits |
|---|---|
| Commercial General Liability | $1,000,000 per occurrence / $2,000,000 aggregate |
| Cyber Liability | $5,000,000 aggregate |
| Automobile Liability | $1,000,000 combined single limit |
| Umbrella Liability | $1,000,000 per occurrence / $1,000,000 aggregate |
[End of Insurance Coverage]
