Terms of Service

1. Agreement and acceptance

These Terms of Service ("Terms") are a binding agreement between you and Adferry Inc., 651 N Broad St, Middletown, Delaware 19709, United States ("Adferry"). By using the website at adferry.co you accept Part A and the General provisions. By signing an order form, creating an account, or accessing the Platform, the Customer accepts Part B, the Data Processing Addendum ("DPA") and the General provisions. The Platform is offered to businesses only; the person accepting for a Customer confirms they are at least 18 and authorised to bind it.

2. Definitions

"Platform" means the Adferry ad server, console, APIs, SDKs and documentation. "Customer" means the entity named in an order form. "Customer Content" means creatives, tags, campaign and waterfall settings, and other material the Customer provides. "Platform Data" means data about end users processed through the Platform, governed by the DPA. "Order Form" means a written order, quote or agreement referencing these Terms. "Measured Impressions" means impressions the Platform recorded as rendered and confirmed by the Platform's tracking for the billing period.

3. Part A: this website

• The website is provided for information. Content may change without notice and is not an offer or advice.
• You may not scrape, mirror, reverse engineer, probe, overload or disrupt the website, or use it to send unsolicited messages or to collect personal data.
• Third-party services embedded on the website, such as the booking widget, are governed by their own terms.
• Use of personal data on the website is described in the Privacy Policy.
• Links to third-party websites are provided for convenience; Adferry does not control and is not responsible for their content or practices.
• We aim to keep this website accessible; see the Accessibility Statement for how to report a barrier.

4. Part B: platform access and accounts

• Opening an account is subject to Adferry's approval. Submitting a request for access through this website does not create an account or any obligation on Adferry.
• Adferry grants the Customer a non-exclusive, non-transferable, revocable right during the term to access and use the Platform for its own inventory and campaigns, for the users and volumes in the Order Form.
• The Customer is responsible for its users, for keeping credentials and API keys confidential, and for all activity under its account. It must tell Adferry promptly of any unauthorised use.
• The Platform is an ad server. It runs the Customer's waterfall and direct campaigns and records what happened to each request. Adferry does not operate its own demand, does not resell the Customer's supply, and is not a party to the Customer's agreements with demand partners, SSPs or DSPs.
• Adferry may suspend access where reasonably necessary to protect the Platform, other customers or end users, or where fees are overdue by more than 15 days after notice, and will restore access once the issue is resolved.

5. Customer content, data and consents

• The Customer is the business or controller of Platform Data and is solely responsible for determining the purposes of processing, for providing the notices and honouring the consumer choices required by applicable privacy laws, and for ensuring that its instructions to Adferry are lawful.
• The Customer owns Customer Content and its reporting data and grants Adferry a licence to host, process and display them as needed to provide the Platform.
• The Customer represents that it has all rights, licences and permissions needed for the inventory, creatives and data it brings to the Platform; that its ads.txt, app-ads.txt and sellers.json entries are accurate; and that it passes valid consent and opt-out signals on each request where the law requires them.
• Platform Data is processed under the DPA, which forms part of these Terms for Customers.
• The Customer is responsible for compliance with advertising, consumer protection and privacy laws applicable to its campaigns and inventory, including children's privacy laws where content is child-directed.

6. Acceptable use

The Customer may not use the Platform to: serve malware, deceptive, unlawful or infringing advertising; serve creatives that infringe third-party copyright or trademark (Adferry will remove creatives on receipt of a credible notice and may terminate repeat infringers); misrepresent inventory or supply chain; generate, buy or monetise invalid traffic; circumvent device opt-out or consent signals; attempt to re-identify individuals from Platform Data; reverse engineer or benchmark the Platform for a competing product without consent; or exceed agreed volumes or rate limits in a way that harms the service. Adferry may remove creatives or inventory that breach this section and will notify the Customer.

7. Fees, billing and taxes

• Fees are set in the Order Form. Unless it says otherwise, Platform fees are calculated from Measured Impressions for the billing period, not from the request count.
• Invoices are built from the same per-request record the Customer can inspect in the console, and Adferry's measurement is the system of record for billing. If the Customer's own measurement differs by more than 10% for a billing period, the parties will reconcile in good faith using the per-request record; smaller differences are not grounds for dispute. A Customer disputing an invoice must notify Adferry in writing within 30 days of the invoice date, identify the disputed records, and pay the undisputed portion.
• Adferry may change fees for a renewal term by giving notice at least 30 days before the renewal date.
• Invoices are due 30 days from the invoice date unless the Order Form states otherwise. Overdue amounts may bear interest at the lower of 1% per month or the maximum rate permitted by law, plus reasonable collection costs.
• Fees exclude taxes. The Customer pays applicable sales, use, VAT, GST, withholding or similar taxes, other than taxes on Adferry's income. If withholding is required, the Customer grosses up so Adferry receives the full invoiced amount.

8. Availability, support and changes

Adferry aims to keep the Platform available continuously and to announce planned maintenance in advance. Any uptime commitment, service credits or support response times apply only if stated in the Order Form; Adferry makes no uptime promise in these Terms. Adferry may improve or modify Platform features and will give reasonable notice of changes that materially reduce core functionality. Features marked beta or preview are provided as-is and may be withdrawn.

9. Intellectual property and feedback

Adferry and its licensors own the Platform, its software, models, documentation, and the Adferry name and marks. Except for the rights expressly granted, no licence is granted, and no rights pass by implication. Customer Content remains the Customer's. The Customer grants Adferry a perpetual, royalty-free licence to use feedback and suggestions without obligation. Aggregated, de-identified usage data that does not identify the Customer or any individual may be used by Adferry to operate and improve the Platform; Adferry will not attempt to re-identify it and will not disclose it in a form that identifies the Customer.

10. Confidentiality

Each party will keep the other's Confidential Information (non-public business, technical and financial information, marked or reasonably understood as confidential) secret, use it only for this relationship, and protect it with at least reasonable care, during the term and for three years after, and for trade secrets for as long as they remain trade secrets. Customer reporting, rate cards and campaign data are the Customer's Confidential Information; Platform internals, pricing logic, roadmap and security details are Adferry's. Exceptions: information that is public through no fault of the recipient, already known, independently developed, or received from a third party without restriction. Disclosure required by law is permitted with prompt notice where lawful.

11. Warranties and disclaimers

Each party warrants that it has authority to enter these Terms. Adferry warrants that it will provide the Platform with reasonable skill and care and materially in accordance with the documentation; the Customer's sole remedy for breach of this warranty is re-performance or, if Adferry cannot re-perform within a reasonable time, termination of the affected service with a pro-rata refund of prepaid fees. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, THE WEBSITE AND THE PLATFORM ARE PROVIDED "AS IS" AND ADFERRY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Adferry does not guarantee fill rates, CPMs, revenue, the conduct of third-party demand sources, or uninterrupted or error-free operation.

12. Indemnities

By the Customer. The Customer will defend and indemnify Adferry against third-party claims arising from Customer Content, the Customer's inventory or campaigns, its breach of Sections 5 or 6, or its violation of law. By Adferry. Adferry will defend and indemnify the Customer against third-party claims that the Platform, as provided by Adferry and used as permitted, infringes a third party's intellectual property rights, excluding claims arising from Customer Content, combinations with non-Adferry materials, or use after notice to stop. If the Platform is or may be held infringing, Adferry may procure the right to continue, modify it to be non-infringing, or terminate the affected service with a pro-rata refund. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence to the indemnifying party, and must not settle without consent.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, HOWEVER CAUSED. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IN ANY 12-MONTH PERIOD IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CUSTOMER TO ADFERRY IN THAT PERIOD (OR USD 1,000 FOR PART A USERS). These limits do not apply to a party's indemnity obligations, breach of confidentiality, infringement or misappropriation of the other's intellectual property, a party's gross negligence or wilful misconduct, or liability that cannot be limited by law.

14. Term, suspension and termination

Platform terms run for the period in the Order Form and renew as stated there. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. On termination: access ends; fees for Measured Impressions through the termination date become due; Adferry returns or deletes Platform Data as set out in the DPA and Customer Content within 30 days on request, keeping only what law or invoicing requires; and Sections 7, 9 through 13, 17 and 18 survive.

15. Export and sanctions

Each party will comply with applicable export control and sanctions laws. The Customer represents that it is not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and is not a restricted party, and will not permit use of the Platform in breach of those laws.

16. Publicity

Neither party will use the other's name or logo in marketing or customer lists without prior written consent, which may be withdrawn on 30 days' notice.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days. Disputes not resolved may be brought exclusively in the state or federal courts located in Delaware, and each party submits to their jurisdiction, except that either party may seek injunctive relief in any competent court to protect intellectual property or Confidential Information. Each party waives trial by jury to the extent permitted by law. Any claim under these Terms must be brought within one year after it arises, except claims for unpaid fees. Nothing in these Terms removes protections that apply to a consumer by mandatory law.

18. General

• Notices to Adferry go to our contact page and to the postal address above; notices to a Customer go to the account contact in the Order Form. Email notices are effective on the next business day.
• Assignment. Neither party may assign these Terms without consent, except to a successor in a merger, acquisition or sale of substantially all assets, on notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Independent contractors. The parties are independent; nothing creates a partnership, agency or joint venture.
• Entire agreement. These Terms, the DPA and the Order Form are the entire agreement on their subject and supersede prior discussions. Order of precedence: the DPA for data-protection matters, then the Order Form, then these Terms.
• Changes. Adferry may update Part A at any time by posting the new version. Changes to Part B take effect for a Customer at its next renewal unless agreed sooner in writing.
• Severability, waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver.
• No third-party beneficiaries. These Terms confer no rights on anyone other than the parties, except the indemnified persons in Section 12.
• Compliance. Each party will comply with applicable anti-corruption laws and will not offer or accept improper payments in connection with these Terms.
• Electronic acceptance. Acceptance by click, by signature on an Order Form (including electronic signature), or by use of the Platform is binding.