Standard Terms and Conditions

Version 1.0 - 3 July 2018 (Download PDF)

Who is A Million Ads?

We are a private limited company called A Million Ads Limited and our registered office is  136 High Holborn, London WC1V 6PX United Kingdom. Our company number is 10291931 and our VAT number is 251431047. Throughout these Terms we shall refer to ourselves as “A Million Ads”, “we”, “us”, or “our”.

We are the owner and operator of the website amillionads.com, and any other domain, sub-domain or mobile application through which we make the A Million Ads tools available to you from time to time (“Our Platform”). 

Our Platform enables you to build data-driven advertising, set up advertiser campaigns, write scripts as per the advertiser’s brief, upload media files, assemble the media together in a script, assign elements of the script to data, create multiple variants of ads, audition the finished script according to different input data, share it with third parties via a URL link, publish the advertisement to prepare it for delivery to an audience and track and analyse that delivery with analytics and reporting (CTR, impressions, breakdown of creative variant combinations). Each data-driven advertisement is called a “Script”.

These Terms

In order to protect both you and us, these Terms explain the relationship between you, as a “Studio User”, and us, and the rights and obligations each of us may have to each other in relation to Our Platform.  

You warrant to A Million Ads that you are a business (and not a consumer) and have the authority, capacity and ability to enter into these Terms, and to perform your obligations under these Terms.

The following additional terms will also apply to your use of Our Platform:

  • Our Privacy Policy (amillionads.com/privacy-policy) which sets out how we collect, store and process personal information on Our Platform. See further information under section 14.
  • The terms of the Statement of Work, Master Service Agreement or similar separate commercial agreement entered into between you and us (“Statement of Work”),

and any reference to “these Terms” shall be deemed to include each of the above additional documents.

If you are using Our Platform on behalf of an organisation, you agree to these Terms on behalf of that organisation and you confirm to us that you have the authority to do so (in which case the references to “you” and “your” in these Terms will also refer to that organisation).

By signing up for and/or using Our Platform you are deemed to have accepted these Terms, which will bind you and your organisation. If you do not accept these Terms, you should not, and are not permitted to, use Our Platform.

You are also responsible for ensuring that all persons who access Our Platform through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

1.      Your rights to use Our Platform

Thank you for using Our Platform. We provide you (and your Authorised Users) with a limited, revocable, non-exclusive, non-transferable, personal and terminable licence to access and use Our Platform but only on the limited terms and conditions of these Terms for your internal business purposes. This licence may be revoked at any time by us and without notice to you.

Your “Authorised Users” are any person (natural or otherwise) who is authorised by you to access and use Our Platform or any functionality of the same or for whom you create an account for the sole purpose of sharing any content created on the Platform.  You shall be responsible for ensuring that your Authorised Users comply with these Terms and you be liable for the acts and omission of the Authorised Users as though they were your acts or omissions. You agree and acknowledge that A Million Ads shall have no liability with respect to any such act or omission of any of your Authorised Users.

2.      What we ask you not to do

To make sure we provide the best possible service, there are a few things that we ask you not to do. As a result the following “Content Standards” apply. You agree (unless where permitted by applicable law or approved by us in advance in writing) not to:

  • allow any third party who is not your Authorised User to use Our Platform or allow an Authorised User to use Our Platform on behalf of or for the benefit of any third party;
  • knowingly withhold information which may affect our ability to provide Our Platform to you or others, or the security or integrity of Our Platform;
  • use or attempt to use any automated program (including, without limitation, any spider or other web crawler) to access Our Platform, or to search, display or obtain links to any part of Our Platform. Any such use or attempted use of an automated program shall be a misuse of Our Platform. Obtaining access to any part of Our Platform by means of any such automated programs is strictly unauthorised;
  • use Our Platform to impersonate any person, or to misrepresent your identity or your organisation's identity, or your or your organisation's affiliation with any person;
  • share the login name and password issued to you by A Million Ads for your Studio Account (as defined in section 4) with any other person, including other Studio Users, and we ask you to keep such login name and password secure and confidential;
  • create, transmit or introduce into Our Platform any programs, trojans, worms, logic bombs, viruses, malware, or other type of malicious software or other material which is technologically harmful, or links to such software, that could disrupt or harm the proper operation of Our Platform or incite another to do so;
  • attempt to gain unauthorised access to Our Platform, the server on which Our Platform is stored or any server, computer or database connected to Our Platform;
  • engage in sending unsolicited messages to any number of Studio Users on or via the internet on Our Platform;
  • upload, store or download any material that is, or appears to be, unlawful, illegal or in any way harmful (for example, offensive, threatening, abusive or obscene), defamatory, or which infringes a person’s right to privacy or third party copyright, trade marks, or any other third party intellectual property rights (together, “Prohibited Material”) or use Our Platform to serve an ad or promote campaigns which in any way can be considered to contain Prohibited Material;
  • use Our Platform for any purposes which would be prohibited under applicable law;
  • attempt to copy, cut and paste, email, reproduce, publish, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of Our Platform (as applicable) in any form or media or by any means;
  • misuse Our Platform by interfering with its normal operation, or attempting to access it using a method other than through the interfaces and instructions that we provide;
  • circumvent, or attempt to circumvent, any limitations that A Million Ads imposes on your Studio Account;
  • unless authorised by A Million Ads in writing, probe, scan, or test the vulnerability of any A Million Ads system or network;
  • engage in abusive or excessive usage of Our Platform, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of Our Platform for other users;
  • use Our Platform to infringe the Intellectual Property Rights (as defined in section 8 below) of others, or to commit an unlawful activity;
  • represent, resell or lease Our Platform without the express written consent of A Million Ads;
  • attempt to reverse compile, disassemble, reverse engineer, decompile, modify, adapt or make error correction tools or otherwise reduce to human-perceivable form all or any part of Our Platform;
  • create, using any information made available by or on our Platform, any product, software or service where its expression or functionality is similar to that of, or competes with, Our Platform (or any part of it);
  • license, sell, rent, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make Our Platform available to any third party; or
  • attempt to obtain, or assist third parties in obtaining, access to Our Platform, other than as permitted in these Terms.

You warrant that any contribution you make on or via Our Platform and/or using Our Platform does not breach the Content Standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

If you breach these Terms and such an act constitutes a criminal offence under the Computer Misuse Act 1990 or any other applicable law, we will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Our Platform will cease immediately.

Protecting the security of our Studio Users is of paramount important to us. We therefore reserve the right to take any steps we deem necessary to protect the security of our Studio Users and take measures to ensure they are not misled by Scripts that are used for fraudulent or other unlawful purposes.

We reserve the right to remove any Scripts that attempt to collect any personal data that can be used for fraudulent activity including, but not limited to, credit card numbers, passwords, or other similar types of sensitive information. We also reserve the right to remove any Scripts that publish (or attempt to publish) a person’s personal data against their wishes.

We reserve the right to remove any Scripts that are intended to deceive or mislead, including by linking to websites with malicious software such as malware.

3.      What to do if you notice something that you think should not be on Our Platform or communicated to you?

If you become aware that any material uploaded to, stored in or transmitted via Our Platform which you think may constitute Prohibited Material, we ask you to notify us immediately by email to support@amillionads.com of the existence of such Prohibited Material. Please be aware that A Million Ads may disable and/or remove any Prohibited Material from Our Platform without notice to you.

If you wish to make a complaint or report any matters arising out of these Terms, please contact us at support@amillionads.com.

4.      Your Studio Account and security

In order to use Our Platform, you will be required to create an account with us (a “Studio Account”). We ask you to keep your email address and, where applicable, your contact details associated with your Studio Account current, up-to-date and accurate. Studio Accounts are controlled by the entity whose email address is registered with the Studio Account.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

In order to protect you, A Million Ads and other Studio Users, if A Million Ads suspects, or Our Platform detects, an attempt to access your Studio Account by someone else other than you, your Studio Account will be suspended immediately. In such circumstances, A Million Ads reserves the right to determine, at its sole discretion and without liability, whether to:

  • reinstate your Studio Account; or
  • permanently disable your Studio Account and terminate these Terms immediately on written notice to you.

You must notify A Million Ads immediately by email to support@amillionads.com, if you become aware of any unauthorised access to Our Platform or your Studio Account.

To ensure the integrity of Our Platform we reserve the right, at our sole discretion, and without liability, to:

  • temporarily prevent access to your Studio Account;
  • remove your Scripts or any Content (or any portion thereof) submitted by you to Our Platform, where “Content” shall mean any data, material, information, text, image, media and/or branding that you upload to Our Platform in order to create a Script;
  • permanently disable your Studio Account and terminate these Terms immediately on written notice;
  • take measures to prevent the further use of Our Platform by you, including blocking your IP address; and/or
  • terminate these Terms,
  • and to do so without any further liability to you or providing you with a refund of any fees paid by you in accordance with these Terms, if you are found to be in breach of any of these Terms.

A Million Ads may suspend or terminate your Studio Account, and delete any Content contained in it, if there is no account activity (such as a log in event or ad serving request) for over 12 consecutive months. However, we will attempt to warn you by email before doing so, to provide you with the opportunity to log in to your Studio Account so that it remains active.

5.      How you use Our Platform

When using Our Platform, you must:

  • provide the media assets (such as video clips, voice over, sound effects, music) and you agree that any associated costs (such as talent fees, studio time, music licence fees) shall be borne by you; and
  • choose and engage third party advertisers, manage the third-party advertiser relationship, operate Our Platform in order to deliver advertising campaigns for third party advertisers, all communications, and billing of third party advertisers.

You are solely responsible for securing and backing up your Content. To the extent permitted by applicable law, A Million Ads will not be liable for any failure to store, or for loss or corruption of, your Scripts.

You are responsible for configuring your information technology, computer programs and site to access Our Platform. You should use your own virus protection software. We do not guarantee that Our Platform will be secure or free from bugs or viruses.

If your use of Our Platform requires you to comply with industry-specific regulations applicable to such use, you acknowledge that you will be solely responsible for such compliance, unless A Million Ads has agreed in writing with you otherwise. You may not use Our Platform in a way that would subject A Million Ads to those industry-specific regulations without obtaining our prior written agreement.

Whenever you make use of any features of Our Platform, including those that allow you to create Scripts, upload Content, publish and/or share Scripts, and analyse delivery of Scripts, the following terms will apply:

  • we are under no obligation to oversee, monitor or moderate any interactive feature or service that we provide on Our Platform (including Content and Scripts, and any part of the same), and we expressly exclude our liability for any loss or damage arising from the use of any interactive feature or service by a Studio User in contravention of these Terms, whether the feature or service is moderated or not. However, you acknowledge that, to ensure compliance with legal obligations, A Million Ads may be required to review certain content submitted to Our Platform to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates applicable law or these Terms;
  • where required by law, we may be required to invoke the right to disclose your identity to any third party who is claiming that any of your Content constitutes a violation of their Intellectual Property Rights (as defined in section 8 below), constitutes Prohibited Material or in some way breaches the Content Standards;
  • we will not be responsible, or liable to you or any third party, for any of your Content or your Scripts (including the accuracy, completeness, reliability and fitness for purpose of such Scripts) and we exclude all warranties (whether express or implied) in relation to the content of the Scripts to the maximum extent permitted by applicable law;
  • we will not be responsible, or liable to you, for any Scripts posted or shared by you or any other Studio User. You will remain responsible for the accuracy and completeness of your Scripts, and for any errors in such Scripts. You must ensure that you have all the rights and permissions needed to use, publish and share your Content. Please do not use, publish or share Content on or via Our Platform unless you have first obtained the permission of its owner, or are otherwise authorised by law to do so; and
  • we have the right to remove any of your Content if, in our opinion, it does not comply with these Terms.

Please note that the views expressed by Studio Users are those of users of Our Platform and do not necessarily represent our views or values.

Any and all of your Content, and any contribution you make to any interactive features or services associated with it, must:

  • be accurate (where they state facts);
  • be genuinely held (where they state opinions); and
  • comply with applicable law and our Content Standards.

6.      Availability of Our Platform

We will endeavour to keep Our Platform available, but Our Platform may be unavailable from time to time for various reasons. Our Platform is made available to you on an “as is” and “as available” basis.

A Million Ads will not be liable to you for any failure or inability to provide continuous, error free, uninterrupted services via Our Platform caused by any circumstances beyond our control.

7.      Fees for using Our Platform

Our Platform is made available free of charge.  Fees are only charged as advertisements are served and impressions logged. The terms of payment in such circumstances are governed by the Statement of Work .

We may suspend access to Our Platforms if fees are unpaid or are not paid in accordance with the Statement of Work.

If you do not believe that you are responsible for payment for any resulting advertisements served or impressions logged, you warrant that you are only using Our Platform in such a way which causes content to be served and impressions logged on behalf of a third party who has agreed a Statement of Work and who is responsible for payment in respect of the same.  You will be liable to us and must indemnify us for any breach of this warranty. This means you will be responsible for our fees and any loss or damage that we suffer as a result of your breach of warranty.

8.      Intellectual property rights

You warrant that:

  • you own or have permissions to use all Intellectual Property Rights in the Content;
  • the possession and use by A Million Ads of the Content for the purpose of providing Our Platform will not infringe the Intellectual Property Rights of any third party or contravene applicable law; and
  • any Content that is uploaded to, stored in or transmitted to or by Our Platform will not be Prohibited Material,

and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss, expense, costs or damage that we suffer as a result of your breach of warranty.

A Million Ads respects the Intellectual Property Rights of others, and we respectfully ask you to do the same. If you believe a Studio User is infringing upon your Intellectual Property Rights, you may report it by email to support@amillionads.com, as may be updated from time to time.

You acknowledge and agree that all copyright, trade mark, patent, database, design and other intellectual property rights that subsist anywhere in the world (“Intellectual Property Rights”) in Our Platform and Our Platform (along with any amendment, modification, fix or update to the same) shall belong to A Million Ads and its third party licensors and that you have no rights in, or to, Our Platform or the content you access through the same other than the right to access and use Our Platform in accordance with the terms and conditions of these Terms.

 A Million Ads is a trade mark of A Million Ads Ltd. You are not permitted to use it without our approval.  These Terms do not grant you any right to use the trade mark or other brand elements of A Million Ads, so please do not use them without our express permission (which may, in our sole discretion, only be granted subject to the payment of a licence fee).

You retain ownership of all your Intellectual Property Rights in your Content and Scripts, except for any A Million Ads Intellectual Property Rights embedded therein. A Million Ads does not claim ownership over any of your Scripts, and will not re-publish them in full without seeking your prior consent.  HOWEVER, you hereby grant to A Million Ads a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide licence (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit, host, and distribute the Content and any Scripts you upload to or share via Our Platform for any purposes in connection with Our Platform, including (without limitation) publishing and making your Scripts available, including (but not limited to) serving content to third parties via URL links and serving your Scripts onto third party services (ie. serving ads) in any form, medium or distribution method now known or hereafter existing, known or developed. This licence also extends to any trusted third parties we work with to the extent necessary to provide Our Platform to you.

If you are an organisation, you hereby grant to A Million Ads a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sub-licensable, worldwide licence to use, reproduce, display, publish, transmit, host, and distribute your organisation's name, trade marks (whether registered or unregistered), logos and other branding (together, "Branding"), and all Intellectual Property Rights subsisting therein, for our marketing and promotional purposes. If you are using Our Platform in your personal capacity, we will not use your name or Branding without your prior written consent.

9.      Confidentiality: your obligations to us

You acknowledge that, during your use of Our Platform, you may receive or have access to Confidential Information. “Confidential Information” means any information in any form (whether written, electronic, graphic, oral or otherwise) relating to A Million Ads or a Studio User, or the customers, finances, sales, marketing, products, suppliers business, employees, business operations, projections, forecasts, management, prospective business, operations, strategies, technical processes, software, computer systems, source code, design documents, API, staff, Intellectual Property Rights or finances of A Million Ads, or a Studio User which comes into a party's possession by virtue of these Terms and which has been marked (or provided a similar designation) to be confidential at the time of disclosure, or could reasonably be expected to be regarded confidential or proprietary to A Million Ads, or a Studio User.

You will keep all Confidential Information strictly confidential.

During your use of Our Platform and for an indefinite period following the end of your use of Our Platform, you will not use or disclose to any third party (and will use your best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

  • any use or disclosure authorised by us or required by applicable law; or
  • any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

10. Confidentiality: our obligations to you

We will treat your Content, Scripts and any data derived from their delivery (“Delivery Data”) as Confidential Information and only use and disclose the same in accordance with these Terms and our Privacy Policy. However, your Content, Scripts or Delivery Data shall not be regarded as Confidential Information if such Content, Script or Data or any element of the same:

  • is or becomes public (other than through breach of these Terms by A Million Ads);
  • was lawfully known to A Million Ads before receiving it from you;
  • is received by A Million Ads from a third party without knowledge of breach of any obligation owed to you; or
  • was independently developed by A Million Ads without reference to your Scripts or Data.

11. Indemnity

In order to protect us, you will indemnify and undertake to keep A Million Ads, its officers, servants and agents indemnified against any costs or expenses (including reasonable legal costs and the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against A Million Ads arising out of or as a consequence of a breach of these Terms by you, or an unlawful or negligent act or omission by you, or an infringement of any third party rights (including, without limitation, Intellectual Property Rights) which arise out of or are connected in any way with these Terms.

12. Limitation of liability

You acknowledge that Our Platform has not been developed to meet your individual requirements. You acknowledge that Our Platform is provided on an “as is” and “as available” basis. A Million Ads gives no condition, warranty, undertaking or representation to you, whether express or implied, in respect of the suitability, or fitness for purpose, of Our Platform. This does not affect any statutory or other rights available to you.

Nothing in these Terms excludes or limits the liability of A Million Ads for death or personal injury caused by negligence of A Million Ads or for fraudulent misrepresentation or other liability that cannot be excluded or limited by applicable law.

The total liability of A Million Ads to you in contract, tort, (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of our obligations under these Terms shall be limited to the lesser of: (i) the aggregate of the total amounts paid by you to A Million Ads during the 3 months prior to the event giving rise to the liability or (ii) £10,000.

A Million Ads shall not be liable for defects resulting from the improper use of Our Platform by you, other Studio Users, or by any other third party.

A Million Ads shall not be liable to you whether arising under these Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall for these purposes mean: pure economic loss; loss of profits (whether categorised as direct or indirect, actual or anticipated); losses arising from business interruption; loss of business revenue, loss of income, loss of goodwill or reputation, anticipated savings; losses whether or not occurring in the normal course of business, wasted management or staff time; and loss or corruption of data.

These Terms set out the full extent of our obligations and liabilities in respect of your access to Our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of Our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by applicable law.

We make no undertakings, promises, guarantees or representations about the success or reach of any advertisement, promotion or campaign made used using Our Platform.

13. Termination

A Million Ads may terminate these Terms immediately on written notice to you (which includes by email) at any time if you breach any of these Terms including any terms of the Statement of Work.

Upon termination for any reason:

  • all rights and licences granted to you under these Terms shall cease;
  • you must cease all activities authorised by these Terms;
  • you shall have no right to use, reproduce, perform, display, distribute, install or test Our Platform, or any other items provided by A Million Ads to you in relation to the use of Our Platform.

The following sections will survive termination of these Terms together with any other terms of these Terms  which contemplate performance or obligations after termination: 8 (INTELLECTUAL PROPERTY RIGHTS), 10 (CONFIDENTIAL INFORMATION), 11 (INDEMNITY), 12 (LIMITATION OF LIABILITY) and 17 (OTHER IMPORTANT TERMS).

14. Data protection

Both A Million Ads and You (and your Authorised Users) each represent and warrant that it will at all times comply in full with the requirements of any applicable Privacy Rules and will refrain from engaging in any behaviour that renders or is likely to render the other party in breach of any applicable Privacy Rules.

To the extent that we processes personal data about any natural person (“Personal Data”, which may be referred to as “personally identifiable information” in the Privacy Rules of some countries) supplied or collected by or your behalf (“Customer Personal Data”) in the course of providing access to our Platform, it will do so as a data processor acting on your behalf (as data controller) and in accordance with the requirements of these Terms. The terms “data processor,” “data controller,” “process” and their derivatives will have the meanings ascribed to them under the Privacy Rules enforceable in the geographic territories where such processing occurs, or if not defined in any territory, they will have their plain language meanings in that territory.

We will process any Customer Personal Data in accordance with your lawful instructions under applicable Privacy Rules and we will not: (a) assume any responsibility for determining the purposes for which or the manner in which Customer Personal Data is processed; or (b) other than certain Non-Proprietary Data that may be Personal Data under the Privacy Rules, process any Customer Personal Data for its own purposes.

You will process and disclose Customer Personal Data in accordance with the provisions of any applicable privacy policy and the applicable Privacy Rules, and if we are instructed by you to collect any Customer Personal Data through any of our services, you will use such Customer Personal Data solely for the purposes identified, including within any applicable privacy policy in order to provide the individual who provides such Customer Personal Data with the requested goods, services or information requested from you; provided, that you agree not to, and to require your clients and any third parties with whom you share Customer Personal Data not to: (a) merge or attempt to merge user data obtained via the Platform with any existing Customer Personal Data; or (b) re-identify any individual with any Customer Personal Data, in each case without first obtaining the express, opt-in consent of such individual to such merger or re-identification; further provided, that this requirement does not apply where such Customer Personal Data is your lawfully-obtained proprietary information.

We have in place and maintain throughout the application of these Terms appropriate technical and organizational measures to prevent accidental or unauthorized destruction, loss, alteration or disclosure of Customer Personal Data. You acknowledge that we have the right to delete Customer Personal Data in accordance with our data retention policies and to disclose, modify or delete Customer Personal Data in accordance with these Terms or as required by Privacy Rules.

You authorise us to subcontract the processing of Customer Personal Data under these Terms to one or more third parties provided that we: (a) comply with the Privacy Rules; (b) flow down our obligations to protect the Customer Personal Data to any subcontractor we appoints; and (c) remain responsible for any failure to comply with the Privacy Rules by any subcontractor it appoints to process Customer Personal Data.

In the course of performing the Services, certain technologies may be used by us in relation to websites or applications which you use or which your Authorised Users, their respective customers have access, as well as other websites, applications and online and mobile presences to improve, analyse and measure the success of advertising campaigns delivered using our Platform, or to research, augment or improve our own proprietary technologies in a way that does not identify you, your Authorised Users, or their respective customers. You will ensure that you (and your Authorised Users, where applicable) obtain all appropriate and necessary consents, and provide all necessary information, to enable the use of such technologies in compliance with the Privacy Rules. In particular, you will ensure that individuals are informed of their ability to refuse or opt-out of our technologies at any time by emailing A Million Ads Data Privacy Officer at privacy@amillionads.com. You agree that we have no responsibility or liability for any of your technologies or third party technologies deployed or used by you on our Platform.

Use of our Platform is also governed by A Million Ads’s privacy policy (“Privacy Policy”), which is incorporated into this Agreement by reference. The Privacy Policy can be found on our website at amillionads.com/privacy-policy. You will maintain, implement and at all times comply with a publicly-available privacy policy that in all material respects meets or exceeds the substantive provisions of our Privacy Policy.

Without limiting the application of any of this section 14 the above, where you are an owner or publisher of one or more websites, applications or other digital properties in which advertisements are heard, viewed or displayed (each, a “Site”) it will comply with the Privacy Rules and commercially reasonable industry standards and practices, including: (a) maintaining a privacy policy conspicuously on each Site that complies with the Privacy Rules and, at a minimum, includes disclosures on your interest-based advertising activities, the types of data collected from users of the  Sites, the Sites’ use of any such data and any disclosures or transfer of such data to third parties, and the types of technologies used by the Site to collect such data; (b) providing a brief explanation within your and each Site’s privacy policy explaining that it works with third party ad providers and, if applicable, allows such third party ad providers to engage in interest-based advertising activities, serve Content and use technologies on the Site to collect user data for use in connection with the delivery of advertising and content; and (c) including in your and each Site’s privacy policy, where applicable, a conspicuous link to an industry opt-out page that allows users to opt-out of the interest-based advertising activities of third party ad providers, such as the opt-out tool made available by the IAB from time to time.

You will not append any third party tags to our tags, nor will you allow any third party tracking or tagging (collectively “Third Party Tags”) through the Platform unless any provider requesting to implement Third Party Tags is in full compliance with this section 14 and the Privacy Rules, including, without limitation, by presenting users with notice and choice to opt-out of data collection and processing in connection with such Third Party Tags. You will provide A Million Ads and any client we represent, where applicable, with notice of any Third Party Tags you wish to implement on the Platform. We reserve the right to validate any Third Party Tags or provider thereof for compliance with this section and the Privacy Rules, and for authenticity, and is under no obligation to allow the implementation of Third Party Tags. We may create lists of providers of Third Party Tags who are certified to append Third Party Tags in the Platform, and reserves the right to block any providers who are not validated for compliance; and without derogating from the above, You will be solely responsible for any Third Party Tags implemented through the Platform by you, any Authorised User, any provider or any other person authorized to act on your behalf, including any damage, cost or claim resulting from appending such Third Party Tags.

In this section:

(i) “Privacy Rules” means, collectively: (i) the requirements of any privacy and data protection laws, treaties, inter-governmental agreements, and regulations to which a party is subject in the conduct of its business (ii) the following digital advertising industry rules to the extent applicable to the conduct of a party’s business in the territories where such rules apply: (a) all United States Federal Trade Commission (“FTC”) rules and guidelines regarding the collection, use and/or disclosure of information from or about a unique user of a website, application and/or mobile website and/or the device associated with such user; (b) all enacting legislation of European Union member states of directives of the European Parliament and Council related to the processing of personal data or the storage of or access to information stored on an individual person’s computing equipment, including mobile devices; and (c) any amendments, modifications, extensions, supplements or replacements of or to any of the foregoing; and

(ii) “Non-Proprietary Data” means any non-proprietary and anonymous or pseudonymous data that may be generated or obtained by A Million Ads in connection with the Services, including data included in the HTTP header or HTTP response, such as user agent strings and time stamps; IP addresses; URLs not provided by or on behalf of Customer; and persistent and non-persistent identifiers, such as session IDs, cookie IDs, cache-based IDs, mobile advertising identifiers and device IDs.

15. Acts beyond our control: force majeure

Sometimes Our Platform may be impacted by events beyond our reasonable control, known as “Force Majeure” events. “Force Majeure” means anything outside of our reasonable control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, sabotage, epidemic, labour dispute, power shortage, network failure, server crashes, deletion, corruption, loss or removal of data, including, without limitation, where you cease to be entitled to access the internet or cease to have access to the internet, for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

If A Million Ads is wholly or partially precluded from complying with its obligations under these Terms by Force Majeure, then our obligation to perform in accordance with these Terms will be suspended for the duration of the period of Force Majeure.

16. Changes to these Terms and Our Platform

A Million Ads may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Our Platform, and to account for new services or functionality. Any changes will be posted on Our Platform. Every time you wish to use Our Platform, please check these Terms to ensure you understand the terms that apply at that time.  A Million Ads may also provide notification of changes via email or on Our Platform. Changes will be effective as soon as they are publicly posted.

For certain changes to become effective, applicable law may require A Million Ads to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to these Terms, you should stop using Our Platform, because by continuing to use Our Platforms you indicate your agreement to be bound by the updated terms.

We are looking to constantly change and improve Our Platform. We may add, alter, or remove functionality from Our Platform at any time without prior notice to you.

We may remove content from Our Platform at any time in our sole discretion, although we will endeavour to notify you before we do that if it materially impacts you, and if practicable under the circumstances.

17. Other important terms

You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms, without our prior written consent.

We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms, and we may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.

If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

If a court or any other competent authority finds that any provision (or part of any provision) of these Terms is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

Nothing in these Terms is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, or constitute any party the agent of the other party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.

A person who is not a party to these Terms will not have any rights under or in connection with it.

Nothing in these Terms will render you an employee, worker, agent, joint venture or partner of A Million Ads, and you will not represent or hold yourself out as such.

These Terms (and each of the documents referred to herein) represent the entire agreement between you and us in relation to your access to and use of Our Platform. You acknowledge and agree that you have not relied on any statement, promise or representation made, or given by, or on behalf of, A Million Ads which is not set out in these Terms. Nothing in this section shall limit or exclude any pre-contractual liability for fraud.

These Terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law and you and A Million Ads irrevocably submit to the exclusive jurisdiction of the courts of England and Wales over any action, claim or matter arising pursuant to, or in connection with these Terms.

 

Last updated:  03 July 2018