Terms Of Service
Effective From: May 1, 2018
We’re happy to have you onboard of SmartyAds Self-serve RTB platform!
We are glad you’ve selected us as your trusted ad tech partner. From now on, SmartyAds, office address 31W 34th Street 8035, New York, NY, 10001, will provide you with software for serving programmatic advertising campaigns.
Standard conditions are integral parts of advertising service contracts. A prerequisite for the provision of the below-mentioned services comes customer agreement. Thus, by using our services you automatically agree to these terms of service. Thereafter, you need to thoroughly read through these terms in order to be aware of all obligations bestowed upon you.
1) Service definition
The notion of “service” in this document encompasses all provided services by SmartyAds which include access to SmartyAds self-serve RTB platform, open ad marketplace, and other programmatic functionalities related to self-serve RTB platform functioning.
SmartyAds provides you with all necessary platform functions and revocable access to the platform features necessary for advertising campaign delivery:
- taking part in online auctions, finding suitable ad slots, bidding, purchasing and displaying ads on publisher’s inventory.
- storing the creatives at ad servers.
- measurement and attribution of the performance results with system analytics.
When you receive access to the platform, you gain the rights of the user who may apply all available internal functionality at their own discretion. The role of the user doesn’t extend to any of the rights related to patenting, trademarking, or intellectual ownership.
SmartyAds prohibits using a platform for the purposes that may be qualified as a violation of laws, intellectual property rights, and requirements stated here.
Strictly prohibited: making a copy of the platform or its separate parts, functionality, etc., performing reverse engineering, or trying to fetch the source code or API of the system, creating any derivative products based on the functional parts of the platform.
SmartyAds reserves the right to update the Standard Terms from time to time at its sole discretion at any time. As well, it applies to all platform modifications, augmentations, change in design, etc.
4) Prohibited activities
The following list that we put here includes but is not limited to activities that are prohibited at our self-serve platform. In case you didn’t find your case in the list or have additional questions considering the appropriateness of certain actions, you need to contact representatives of SmartyAds to clear the issue and receive a permit to execution.
The following actions are strictly prohibited:
- Applying an unauthorized credit card for paying commissions or funding your account.
- Trying to access other SmartyAds services that don’t belong to the self-serve platform without authorization.
- Advertising of illegal service or products (a full list is featured at demand policies).
- Taking part in the fraud traffic generation and other actions that can be potentially harmful to the company’s image, or image of its affiliates.
- Being the part of the entity that spawns malware and dangerous software that can stand in the way of normal user experience in all possible ways.
- Engaging in actions that cause copyright infringement, patent, trademark, or corporate secrets violation, including publicity or privacy rights.
- Making licensing or sublicensing, reselling the platform or particular features of it, performing other actions related to commercial exploiting of given services.
- Applying frame technologies in order to enfold SmartyAds trademarks, logos and other corporate information (images, text, page forms and layouts).
- Copying parts of website content and monitoring on-site changes using crawlers, bots, spiders and other computer software.
- Using scraping techniques or automated software for data gathering with an intent to scrape the ad units served via platform or gathering the information that can be directly or indirectly related to served ad units.
- Spreading of service-related information retrieved from the platform: in the market research form, competitive intelligence or else.
- Doing something that can be potentially harmful to SmartyAds and its partners, servers, technology, and overall operation (e.g denial-of-service attack).
5) Personal account
By entering this agreement your guarantee to SmartyAds that you’re eligible to do so. If you are creating a personal account on behalf of a different company, you also guarantee to SmartyAds that: you hold a legal capacity to close this deal on behalf of the company you represent, and binding an obligation of any entity that you may represent.
6) Data confirmation
Additional information may be required in case we need to confirm certain data: email ownership or copies of documents that confirm your identity. You entitle SmartyAds, or a third party entity, to:
- Make any requests in order to validate the data considering your identity or other information in case of necessity, and,
- Fetch additional information considering your identity, corporation or other entity you represent in case of necessity.
7) Information update
It is your own responsibility to keep your personal data valid and relevant to SmartyAds. In case important information or any piece of it is no longer correct, you need to inform SmartyAds as soon as possible and provide the new, relevant one.
8) Necessary requirements for ads
Since the legal framework is changing advertising industry, after some time certain regulations here may be substituted with different ones. In this regard, we recommend you to regularly review these requirements for ads in order to stay compliant.
All ads you submit to SmartyAds self-serve RTB platform need to correspond to the following rules:
- Technical specifications. These rules will be automatically updated and delivered to you within SmartyAds self-serve RTB platform.
- Rules that are valid for the publisher’s website you want to show your ads on. These rules determine characteristics of advertising that publishers consider acceptable for their inventory. Over a particular time span, they can be modified. In case if you are not sure whether your ad meets the publisher’s recommendations, you get in touch with a representative of SmartyAds before you load the ads and start a campaign. By doing this you may prevent possible account suspension, fines or other undesirable consequences.
- Policy regulations and requirements. The content of policies is valid not only for ads you submit to SmartyAds RTB platform but also to the landing webpage that ad links to. Please, keep track of possible changes and updates on the demand policy page.
By using SmartyAds services continually you accept these rules and applicable regulations in the U.S, CA, UK, the country of your residence, and country where the ads are broadcasted.
9) Advertising liability
The ads you make, upload, and serve using SmartyAds services are the matter of your responsibility. Thus, any loss or harm that they may cause to others is also a matter of your personal concern. The moment you started using SmartyAds services, you represented yourself as an eligible party for delivering digital advertising. In case your ads affect the operation of our vendor, we leave ourselves the right to transfer your contact info to this party for further proceedings.
10) Ad quality approval
You need to get approval from SmartyAds before you are allowed to start running the ad on SmartyAds RTB platform. SmartyAds feature integrations with traffic safety providers that monitor the traffic purity 24/7 and prevent advertising fraud and any kind of other malicious content. In order to increase the chances for successful ad approval, you should make sure it strictly corresponds to the parameters specified for it, and that it meets necessary requirements and comply with basic policies of IAB (www.iab.com).
11) Compliance violation
Form time to time SmartyAds will monitor the ads and verify if they meet current submission requirements. It applies to the newly submitted ads and the ads that already running on the platform (those that have been approved before).
This procedure exists solely for the sake of ongoing compliance with eligibility standards. In case we reveal the ads that don’t comply or violate regulations in any possible way, we reserve the right to remove it and suspend/delete your account altogether.
12) Limitations in CPM for ad units
Please note the following details:
Allowed CPM floor for the banner ad units is $0.50. For native ad units $0.70, for pre-roll videos in small payer is $3.00, for pre-roll videos in medium payer is $5.00, and for pre-roll videos in large payer is $7.00.
SmartyAds self-serve RTB platform allows you to bid per impression. This means that when you make a bid, a programmatic algorithm offers the supply side to purchase inventory. When the offer is accepted at the supply side, it means inventory purchase was successful. Once a bid is accepted by the supply side, inventory purchase can’t be reversed. In order to investigate purchases for a certain period, you can generate reports in real-time right in the SmartyAds platform dashboard. Statistics represented within the platform is a trustworthy source of information and will prevail in relevance over all other outer sources of statistics.
14) Methods of payment
The recommended payment for the platform usage should be at least of $1 000.00 for your first campaign. (First Deposit)
The amount of the First Deposit should be deemed a non-refundable Guarantee deposit, which serves as a monetary guarantee for the safe and proper usage of the platform on your side, covering the maintenance and SmartyAds efforts regarding your launch on the platform.
The Guarantee deposit is non- refundable in any case and you accept and agree that in the case of the requested refund for any reason, of whatsoever nature, such First Deposit in the amount of $1 000.00 shall be excluded from the amount of the requested refund.
After, you need to deposit at least $500.00 every time your account gets refilled. Accepted form of payment - U.S dollars. You are in charge of providing correct and valid information each time you make payments. Please always thoroughly verify and double-check such information as payment sum, credit card number, expiry date, as well as wire information).
Third-party providers are responsible for payment execution between you and SmartyAds. In this regard, no guarantees can be made considering the time it takes for the funds to be transmitted to your account. For the credit card holders, the funds usually transmitted immediately to the account. For PayPal or wire users processing may take longer (up to a few days).
For the period of inactivity more than 6 months (no ad purchasing took place, no account refills were made, or no logins to your account were detected), your account will be closed and your balance will be set to $0, which is called ‘inactive fee.’ Notice, that SmartyAds is not obliged to notify you about the inactive fee and the account deletion.
For the period of inactivity more than 3 months (after you deposited your first payment) your account also will be closed and your balance will be set to $0, due ‘inactive fee’ application.
15) Responsibility for your account
It is your own responsibility to ensure correct information when you access platform services like entering bid prices, criteria, or destination URL. As soon as delivery filters are configured you are solely responsible for campaign running.
It is your responsibility to pay the taxes, tariffs, and duties that are related to the use of SmartyAds services except for income taxes which are paid by SmartyAds.
17) Refund politics
In case you want to delete your SmartyAds account, you need to send us a written notice about such a decision. In this case, the remaining account balance will be refunded by SmartyAds (minus administrative fee - 15%, and minus the Guarantee deposit (if applicable) which is extracted from the remaining account balance in 30 days).
Refunds might be requested not later than within 45 (forty – five) days as of the date of the allocation of the funds to your SmartyAds accounts.
Refunds request should be made in written, providing the details of the payment source that was used to execute the payment, written notice should be sent to the representative of SmartyAds and will be processed within 30 (thirty) days as of the date of receipt of the written request. The refund requested with incorrect payment details are not subject to processing and will be returned to you without an execution.
Refunds are made strictly to the payment source that was used to execute the payment. This way, for instance, in case you used a credit card before, SmartyAds will transfer refunds to this credit card. Sometimes, for safety reasons, you may be asked to provide additional documentation or data that will help SmartyAds verify your identity. After this, the refund can be executed.
No refunds are provided to the demand parties whose account is terminated due to malicious, fraudulent or inappropriate content, including but not limited to auto direct links, deceptive advertising, adult thematics, prohibited products and services, dating, etc.) which may be detected by SmartyAds or vendor. In such cases, your account can be also terminated for an indefinite time (until you provide appropriate advertising material).
By using SmartyAds services you agree to indemnify SmartyAds, SmartyAds representatives, offices, head staff, employees, and consultant specialists from harm or loss that potentially could be caused by your use of SmartyAds services or by this agreement violation. This also includes losses that may be caused by copyright infringement or intellectual property violation and so on.
19) Intellectual Property
The license for the ad unit. SmartyAds needs the right to process your ad on the platform in order to execute advertising campaigns on your behalf and deliver to you related services in the short and long-run perspective.
When using SmartyAds services you automatically agree to:
Provide to SmartyAds and its vendors, a non-exclusive, royalty-free right to apply, deliver, publish, distribute, adapt, reproduce and transfigure the ad units exclusively for the purposes of which the platform is intended to be used, plus,
The same rights you provide to SmartyAds and its vendors to aggregate, use and transfigure the data accompanying your ads. This also applies to your name, logo, which can be used on each of their respective web sources and promo materials.
Grant to SmartyAds legitimate rights to display ads through their services, and that by doing so you don’t trespass any terms and conditions of this agreement or any other agreement or personal/corporate rights.
The logo of SmartyAds, domain ‘SmartyAds.com,’ affiliated licensors/vendors, and related trademarks are possessions of SmartyAds and you can’t copy or reuse them without taking written consent from SmartyAds. This also applies to SmartyAds custom graphic elements, icons, page headers, scripts, styling, and/or the same components of its licensors.
This means that listed above items are exclusive belongings of SmartyAds and its vendors and licensors. These are protected by copyright and intellectual property rights. In order to execute your customer rights, SmartyAds and its affiliates will have to use your name and trademark (if necessary) for featuring your business on the website or in marketing materials.
20) Damage disclaimer
In connection with the fact that communication channels, protocols, and rendering services are owned by third parties, SmartyAds as a contractor can not be liable for providing any guarantees. The service is provided ‘as is’ which means problems with connection, interruptions in power are not the fault of SmartyAds.
As a contractor SmartyAds guarantees the prompt application of all possible measures and activities that ensure high-quality and uninterrupted provision of services. Nevertheless, the services are provided “as is” with all probabilities for the interruptions and without any direct or indirect guarantees of stable functioning. SmartyAds does not guarantee that the platform will meet the requirements or expectations of the customer or, if it meets, that such results will be the same in the future.
Also, SmartyAds cannot be kept liable for your personal account and possible unauthorized access to it. By using the self-serve RTB platform you agree to take the possible risk for self-serve RTB platform usage. In case for a certain period, the ad server is down, SmartyAds will refund you money for the ads that were not served within this period. SmartyAds is not responsible and does not compensate any losses that exceed the amount of loss (money paid for undelivered ads), including those related to lost business opportunities, profits, and all direct and indirect consequential losses.
21) Service disclaimer
Media-trading outcomes.To the extent permitted by laws, SmartyAds refuses to provide any guarantees considering levels, positioning, timing and other characteristics of CTR, cost per impression, availability, volumes of impressions, reaction of users on your ads and related to it actions, conversions volume, data relevance, your ad positioning and adjacency to other ads.
SmartyAds isn’t responsible for the outcome of your advertising campaign in any regards: revenue, engagement, anticipated benefits, etc.
Availability. Interruptions in the service provision are possible due to the necessary maintenance, repair, software update, as well as accidental issues with equipment failure, network attacks and other cases that stay beyond SmartyAds’ control.
Threats of the Internet. The data is constantly being transmitted through the Internet, which is not a secure environment by default. This may potentially cause some parts of it to go missing. This is why SmartyAds doesn’t hold any responsibility for the information losses or alteration of it after transmission over the Internet. Nevertheless, SmartyAds takes all possible privacy measures to keep your information intact according to our Privacy Policies.
Liability boundaries. The outcomes that stem from your inability to access services, that come as a result of the transmission of confidential information via Internet, informational negligence, breaches and other causes of direct or indirect losses, are not subjected to SmartyAds responsibility or responsibility of its affiliates, agents, third-party providers, employees, and directors.
22) Governing Law
This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without reference to conflict of law principles. Jurisdiction and venue for all disputes hereunder shall be in New York City, and the parties hereby agree to such jurisdiction and venue.
Account deletion or suspension. SmartyAds has the right to temporarily suspend the provision of services for technical, administrative or other reasons that impede the provision of services while eliminating such reasons. In this case, SmartyAds is not obliged to inform you about the reasons that caused account termination or suspension. In this case, SmartyAds will restore the balance that was stored on your account within the 30-day period from obtaining instruction from you as to where the balance should be restored. This restoring will be active for all cases except ones caused by malware ads.
Agreement violation. SmartyAds reserves the right to delete or suspend your account in case you violate or breach this agreement. The remaining amount of money on your account will be restored with the extraction of the sum that equals the harm caused by violation which is 50% of the total remaining balance. The refund will be available within a 30-day period from obtaining instruction from you as to where the balance should be restored. In order to execute refunds in full accordance with procedures and safety rules, SmartyAds may require from you the additional information that helps to confirm your identity.
Opening new accounts. In case SmartyAds terminates or suspends your account the execution of it comes immediately. It means that from this moment you will not be able to access services, neither will you be able to create a new account on the platform. If it comes to SmartyAds attention that you run another account on SmartyAds platform (information based on personal data, content type, etc.), SmartyAds may terminate this related account instantly too.
Account suspension effects. If your account has been terminated, you need to instantly delete all downloadables that you derived from SmartyAds and stop accessing SmartyAds services.
Confidentiality. All the information you derive from SmartyAds platform, including information about publishers, website stats, agreement conditions, etc., you should keep confidential and do not disclose or share it for any purpose.
Suggestions. For the sake of service improvement, you may share with SmartyAds your ideas considering platform improvement and updates that require our attention. However, such suggestions you give voluntarily and out of your own will. This means that such suggestions along with any other ideas and marketing matters are free and SmartyAds is not obliged to provide you any compensation for them. By sending suggestions to SmartyAds, you agree for royalty-free, irrevocable, and unrestricted usage of them by SmartyAds (for free publishing, modification, sublicensing, transmission, and display for commercial purposes).
Joint ventures are prohibited. Please note, your agreement with SmartyAds doesn’t extend to the joint venture, agency relationship, partnership creation between you and SmartyAds or its affiliates.
Transferring assignment. The rights and obligations that you are responsible for under this agreement can’t be transferred without obtaining prior consent from SmartyAds. SmartyAds can transfer its rights and obligations under this agreement at any time without providing you with prior notification. When such an assignment is executed, SmartyAds is released from all assigned obligations and the assignee starts to handle these obligations instead.
Validity. In case any provision of this agreement is regarded as invalid or unenforceable it is considered to be severable and will not affect other provisions of this agreement.
Force majeure. As a supplementary part to service disclaimer stated above, SmartyAds gives no operational guarantees in case of delay caused by force-majeure. To force-majeure can be attributed various events that stay beyond the control of SmartyAds, such as emergencies (flood, fire, earthquake, terrorism, power failure, etc.), disruptive social events, industrial or labor disputes, and third-party inflicted interruptions.
Subpoenas. In the state of emergency SmartyAds like any other entity may be subpoenaed by governmental entities. In such a case, if it’s required to provide information about your account, SmartyAds will do this according to subpoena requirements. SmartyAds isn’t responsible for providing you with information about subpoena or warning you what kind of information is being disclosed in this regard.
Notices. Any notice which is required can be provided by SmartyAds in the following way: posting it in the services, sending a personal email to the account indicated in your personal account, sending the mail to the street address indicated in your personal account. The notice is regarded as received once it was posted at SmartyAds website or it was sent to your email (apart from cases when we receive a notification about the undelivered message).
Agreement modifications. SmartyAds retains the rights to change or modify the conditions of this agreement. In regard to this, you need to revise the conditions of this agreement to stay updated because changes reflected on this web page will be valid as soon as they are posted. In case you don’t agree with some of the changes, you must refrain from using services instantly and let us know by sending a notification to SmartyAds using email: firstname.lastname@example.org
Agreement conditions. This agreement with all the changes and future modifications represents the entire agreement set between you and SmartyAds. It outweighs all agreements that existed before it, with respect to the same subject matter. Neither you nor SmartyAds sales representative is in power to change the conditions of this agreement
Jury trial waiver. The parties agree and realize that any controversial matters that can be caused by the conditions of this agreement may be complicated issues. In this regard, the court proceeding which is caused by this controversy must be handled in the competent jurisdiction court by a judge accompanied by no jury.