[.heading-style-h1-small]Website Terms & Conditions[.heading-style-h1-small]
Welcome to the Adludio website. Adludio.com is a website operated by Adludio Limited ("Adludio", "we", "us" or "our"). Adludio is registered in England and Wales under company number 08227542, at 2 Underwood Row, London, England, N1 7LQ. Our VAT number is 163494394.
Agreement between you and Adludio
In these terms and conditions, User or Users means any third party that accesses the Site and is not either (i)employed by Adludio and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Adludio or accessing the Site in connection with the provision of such services.
You must be the legal age of majority in your country of residence to use this Site. Use of this Site is not permitted to those under the age of 13.
Intellectual Property and acceptable use
1. All Content included on the Site, unless uploaded by Users, is the property of Adludio, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Site. By continuing to use the Site you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission
2. You may, for your own personal, non-commercial use only, do the following: a. retrieve, display and view the Content on a computer, tablet or mobile phone screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Adludio.
4. You may not use the Site for any of the following purposes:
a. in any way which causes, or may cause, damage to the Site or interferes with any other person's use or enjoyment of the Site;
b. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
c. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
For purposes of this policy:
5. You must ensure that the details provided by you on registration or at any time are correct and complete.
6. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
7. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
8. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Site. Cancellation or suspension of your registration does not affect any statutory rights.
Links to other websites
9. This Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Adludio or that of our affiliates.
10. We assume no responsibility for the content of such Sites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
11. The inclusion of a link to another site on this Site does not imply any endorsement of the sites themselves or of those in control of them.
[.heading-style-h1-small]Advertiser Terms & Conditions[.heading-style-h1-small]
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services (Services) listed on the above Commercial Terms Schedule (the “Insertion Order” and/or “IO”) and/or described on our website www.adludio.com. This agreement is entered by and between Adludio Ltd (we), where the company number is 8227542 and the registered office is 10C Warner Street, London, EC1R 5HA. Upon mutual acceptance (by signing on paper or electronically or by acknowledging acceptance online through an email acknowledgement of services) of an Insertion Order, these Terms of Business and the terms stipulated in the IO (together, the “Contract”) shall become a binding contract between Adludio and the party identified as the “Advertiser” in the IO (the “Advertiser”). All advertisers should print a copy of these terms and conditions for future reference.
1. Definition of Terms
1.1 Adludio Network: Our network of online publishers, online applications and persons controlling the publication of content on the web
1.2 Briefs: Details of the advertising campaigns as set out in memoranda prepared by the Advertiser
1.3 Affiliates: An Online publisher, online application or person(s) controlling the publication of content on the web, who are paid a fee for placing advertisements within their online property
1.4 IO: "the Insertion Order" or email acknowledgement of acceptance of terms of service, shall mean the order form in effect at the Order Date
1.5 Campaign: Means an advertising and marketing campaign that we undertake for one or more of our Advertisers via the display of certain content
1.8 Advertiser IP: the trade marks, trading names, brand names, logos and other designs, slogans, signs or designations of origin and any literary or artistic work, images, films, illustrations, drawings, sound recordings and other works provided by the Advertiser to Adludio for the purpose of developing and building Content.
1.9 Engagement: active engagement of an end-user with Content delivered by Adludio through the Adludio Network.
1.10 Adludio IP: all IPR subsisting in or relating to the Service and the IPR in the Adludio platform on which Content is built or designed, including the structure, design and layout of the Service, the screens, interfaces, functionalities, the computer code that operates the Service, know-how and other system elements, all template games, ideas, methods, designs, design methods, rules and interfaces for games or user interactions, literary or artistic works, images, films, illustrations, drawings, sound recordings and other works, as may be developed or created by Adludio from time to time (including such things created in the course of the design and built of Content under the Contract); all data captured by the Service; the trademarks PLAYCAPTCHA, PLAYUNLOCK, FUTURE AD LABS and MAD SCIENCE DIVISION, SENSORY ADS, SENSORY ADVERTISING, LOOMIEN ADLUDIO and ADLUDIO DIRECT and any other trademarks, trading names, brand names, logos and other designs, slogans, signs or designations of origin (other than Advertiser IP) adopted or used from time to time by Adludio or with its consent in connection with the Service.
1.11 Intellectual Property Rights (or IPR): all intellectual and industrial property rights whether registered or not including rights in confidential information and know-how and any right of equivalent or similar effect anywhere in the world.
1.12 Fees: the fees payable to Adludio in connection with the Service as set out in the IO.
1.13 Content: content in digital form incorporating or using Advertiser IP, which is to be designed or built using the Adludio Studio and platform for delivery to the public through the Adludio Network.
1.14 Disclaimer – The clear and unambiguous labelling of all paid for content as sponsored
2. Information About Us
2.1 We enable and facilitate the production of advertising and/or branded creatives via our proprietary Creative Studio tools, to develop Sensory, standard rich media display, social and other advertising or brand content display formats.
2.2 We enable the advertiser or agency to submit advertising campaigns to the Adludio platform which, if we accept them, we then make available to our network of online publishers, online applications and persons controlling the publication of content on the web (Affiliates). The Affiliates can then choose to post material consistent with the advertiser or agencies advertising campaigns on their online publication or application. If they choose to post such material, you agree to pay us in accordance with these terms and conditions and we agree to pass on an agreed payment to the applicable Affiliate(s) in accordance with our General Terms and Conditions of use for Adludio Publishers
2.3 All Affiliates are registered with us and are subject to our General Terms and Conditions of Use for Adludio Affiliates, but they are not employees, agents or subcontractors of adludio – they are independent third parties.
3. Service Availability
3.1 The Adludio platform is intended for use by client resident in the target territory for an advertiser’s campaign.
3.2 An end-user is determined as visiting from within a Target Territory if we determine that (in our sole opinion) his IP address is located within that Target Territory
4. Your Status
4.1 By placing an order for our services, you warrant and represent that:
4.1.1 You are legally capable of entering into binding contracts;
4.1.2 You have authority to sign the IO;
4.1.3 You agree to these Terms and Conditions;
4.1.4 If you are an individual, you are at least 17 years old;
4.2 If any of the details provided in the io change or require updating, you agree to inform us immediately
4.3 We reserve the right to suspend or terminate your campaign and use of the Adludio platform and/or network or, if appropriate, to take legal action against you if:
4.3.1 You fail to update or inform us of any company detail that requires updating;
4.3.2 You fail to make any payment to us on the due date for payment.
5.1 The Service will commence on the date indicated in the Commercial Terms (the “IO”) until the expiry of the period indicated in the Commercial Terms for the provision of the Service or such additional periods as may be agreed from time to time in writing between Adludio and the Advertiser (the “Term”).
6. Content Design and Build Services
6.1 Subject to the Advertiser’s compliance with the Contract and payment of the Fees, Adludio shall design and build the Content using the Adludio platform including using its stock of tools, templates, user interaction methods, games, software code and other know-how.
6.2 Adludio shall design and build the Content using the Advertiser IP and in accordance with the Advertiser’s written instruction and such creative brief as may be agreed in writing between Adludio and the Advertiser.
6.3 Upon completion of the design work, Adludio shall submit the Content for the Advertiser’s approval. If any modifications or additions are reasonably required by the Advertiser, Adludio shall use reasonable efforts to complete and deliver such modifications or additions within a reasonable time and upon completion of such modifications or additions shall submit the revised Content to the Advertiser for approval. Modifications or additions exceeding the initial creative brief as agreed by the parties or which require exceptional or significant resources or time, may be subject to additional fees.
6.4 Unless any named individual is designated by the Advertiser in the Commercial Terms (or otherwise in writing) as the Advertiser’s representative for the purpose of approval of Content, the approval of Content by the Advertiser’s usual point of contact shall be deemed to be the Advertiser’s approval and shall authorise the delivery of such Content through the Adludio Network.
6.5 Following the Advertiser’s approval (paragraph 2.4 above), Adludio reserves the right to present the Content to a testing sample of users. Results of such testing may be used to make modifications to the Content. The Advertiser understands that such modifications are for the benefit of the Service (e.g. improve successful completion rate) and hereby authorises the delivery of such Content through the Adludio Network.
7. Advertiser's Responsibilities
7.1 The Advertiser shall give Adludio clear and timely briefings and all necessary cooperation and support as may be necessary to enable Adludio to carry out its obligations under the contract and shall act in a timely manner to approve content submitted by Adludio, or to indicate the required modifications or additions to content submitted by Adludio
7.2 The Advertiser shall furnish Adludio with all artwork, images or other works, in such format as Adludio may reasonably require, incorporating any Advertiser IP that the Advertiser desires to be used in content to be designed and built by Adludio.
7.3 Where inventory ID bought by the Advertiser or Agency, the Advertiser will maintain up to date SLA’s (service level agreements) with 3rd party inventory delivery mechanisms, such as managed DSP’s (demand side platforms). Adludio can not be held accountable or responsible for any delay in campaign activation due to delayed QA process at Advertiser designated DSP.
7.4 In order to fulfill the service agreement with the client, Adludio may accept to deliver a campaign to first party data segments and/or Adludio may accept to apply third party tracking tags to a creative build and/or to any ad unit delivery mechanism through a DSP/deliver platform setup It is the sole responsibility of the Advertiser or Agency to ensure any data collection, processing, use, sharing and retention by the Advertiser/Agency and/or third party supplier abides by laws and regulations in the location of the campaign delivery, including being compliant to GDPR standards if the campaign is active in the European Union (including the UK).
8. Licence to use the Advertiser IP as part of content
8.1 The Advertiser hereby grants to Adludio and its affiliates a non-exclusive, royalty-free, personal licence for the Term to use the Advertiser IP solely in the design, built and delivery of Content through the Adludio Network and to do all such things as are reasonably required to enable Adludio to fulfil its obligations under the Contract. Such licence shall be non-transferable and non-sublicensable save that Adludio and its affiliates shall be entitled to permit their consultants and subcontractors and affiliates to use such Advertiser IP in connection with the design, built and delivery of Content in accordance with the Contract.
9. Content Delivery Services
9.1 Subject to the Advertiser’s compliance with the Contract and payment of the Fees, Adludio shall, during the Term, arrange for the Content to be delivered through the Adludio Network and shall use all reasonable efforts to optimise delivery of Content through Channels and Engagement by end-users up to the maximum number of Engagements or other limits set out in the Commercial Terms.
9.2 Except where the Advertiser indicates in writing that any particular Channels should be excluded from the Service, Adludio shall have full discretion to decide which Channels are best used for delivery of Content in order to achieve optimal exposure to the Content and Engagement by end users. The Advertiser acknowledges and understands that some affiliates within the Adludio Network may have the right to refuse to deliver any particular Content and upon an affiliates request Adludio shall cause such Content not to be delivered through the affiliates Channel. The Advertiser acknowledges and understands further that the make-up of the Adludio Network may vary from time to time.
10.1 The Advertiser shall ensure that Advertiser IP and any Content incorporating or using Advertiser IP and approved by the Advertiser does not include anything that may or may be alleged as being unlawful, defamatory, infringing of third party rights (including any third party IPRs) or in breach of any duty (including confidentiality duties) to third parties, or otherwise giving rise to third party liability, offensive, misleading, obscene, discriminatory, racist or otherwise contrary to generally acceptable ethical or moral standards in the United Kingdom, or contrary to any applicable advertising code or industry code or otherwise objectionable (“Inappropriate Material”).
10.2 Adludio reserves the right at its discretion to withhold or to discontinue the delivery of any Content that contains or is alleged by any third party to contain Inappropriate Material.
10.3 Adludio shall not knowingly or deliberately incorporate any Inappropriate Material in Content designed or built by it.
10.4 Except to the extent it is in breach of an express covenant or warranty under these Terms of Business and then subject to the limitations on Adludio’s liability as set out in these Terms of Business, Adludio shall not be liable for any loss, cost or expense or any liability incurred by the Advertiser or any claim brought or threatened against it arising out of Content delivered through the Adludio Network as part of the Service including any liability arising out of the delivery of Content containing Inappropriate Materials.
10.5 The Advertiser shall indemnify Adludio, its affiliates, officers, directors, employees and agents (“Indemnified Persons”) and shall keep the Indemnified Persons indemnified on demand against any loss, liability or cost (including reasonable legal costs) arising to the Indemnified Persons as a result of any claim, demand or proceedings brought or threatened against the Indemnified Persons in connection with the delivery of Content through the Adludio Network as part of the Service (including in connection with any Inappropriate Material contained in such Content), save where such claim or allegation arises out of the breach by Adludio of an express covenant or warranty under these Terms of Business.
11. Data and Analytics obtained through the service
11.1 Adludio shall be entitled to capture and use data comprising the IP addresses and other data (including personal data) of end-users who Engage with Content via the Channels for the purpose of administering and improving the functionality of the Service, performing analytics and obtaining statistical data, including for the purpose of providing security for the Service. The data and all statistics and analysis deriving from it shall be deemed Adludio IP.
12. Intellectual Property
12.1 As between the parties, Adludio is and shall remain the sole owner of and shall have the exclusive right to exploit, use, license, sell, reproduce, modify or adapt any and all parts of the Service and the Adludio IP (including any Adludio IP created in the course of the design or built of Content under the Contract). The Advertiser agrees and acknowledges that, save as expressly provided below, it shall not acquire and it irrevocable disclaims any right, title, interest or licence in or under any of the Adludio IP.
12.2 The foregoing notwithstanding, and for the avoidance of doubt, Adludio shall not use any Advertiser IP incorporated or used in Content for any purpose other than for internal use or to fulfil its obligations under the Contract.
12.3 As between the parties, the Advertiser is and shall remain the sole owner of and shall have the exclusive right to exploit, use, license, sell, reproduce, modify or adapt any and all parts of the Advertiser IP. Adludio agrees and acknowledges that, save as expressly licensed under the Contract, it shall not acquire and it irrevocable disclaims any right, title, interest or licence in or under any of the Advertiser IP
13.1 Adludio warrants to the Advertiser as set out below:
13.1.1 it has the right to provide the Service and owns or has the right to use the Adludio IP.
13.1.2 it shall use all reasonable care, diligence and skill and sound judgment in providing the design services and Content delivery services to the Advertiser in accordance with the Contract.
13.1.3 Adludio IP used in the design of Content or incorporated in Content does not infringe any third party Copyright.
13.1.4 it shall use reasonable efforts to ensure that:
126.96.36.199 Content shall be free of computer viruses, worms, trojans, spyware or other malicious code; and
188.8.131.52 Adludio IP incorporated in Content does not include any Inappropriate Material.
13.2 The Advertiser acknowledges and agrees that the proper operation of the Service (and Adludio’s warranty in paragraph 2 above) are subject to Channels and their systems operating without disruption and in accordance with the technical specifications provided by Adludio to Channels from time to time.
13.3 Other than the warranties, covenants and representations expressly set out above, Adludio gives no warranty nor makes any representation in relation to the Service, the Content or the Adludio IP. The parties expressly disclaim to the fullest extent permitted by law any representation or warranty by Adludio relating to Service, the Content or the Adludio IP that may be implied by the Contract, by custom, or by law or otherwise and which is not expressly set out herein, including any implied warranties of quality, merchantability, title or entitlement, fitness for a particular purpose, ability to achieve a particular result or functionality, absence of computer viruses or other malicious code, or non-infringement of third party rights.
14.1 Fees shall be payable by the Advertiser in accordance with the IO. Unless otherwise specified in the IO, or where an IO is not present (programmatic campaigns), in accordance with the tracked views as recorded through the Adludio platform.
14.2 Payment is due thirty (30) calendar days from the date of invoice,
14.3 Invoices will be sent out to the address of either the advertiser or the agency as set out in the io.
14.4 Failure for Adludio to send out a timely invoice, for whatever reason, in accordance with the io, in no way effects the advertisers obligation to pay the invoice in its entirety
14.5 All invoices created by Adludio for work performed and delivered shall be in accordance with measurement and tracking performed by Adludio In addition, all payments will be based upon Adludio’s measurements and not based upon the advertiser or agencies tracking or any third party's measurements, unless expressly outlined in the IO.
14.6 The Advertiser or Agency may, at its or their cost, use a third party to track an Ad upon Adludio’s prior written consent, which shall be given or withheld at Adludio’s sole discretion
14.7 In the unlikely event that the number of engagements, impressions, clicks or other defined metric are not delivered in the timescale as defined in the IO, the advertiser agrees to pay Adludio for engagements, impressions, clicks that have been delivered as defined by the measurement and tracking performed by Adludio within the timescale as defined on the io.
14.8 When payment is being delivered for technical and creative services and delivered through an agency or advertisers 3rd party DSP (Programmatic campaigns), the payments schedule is calculated at the end of each month, based on the impressions as measured through the Adludio platform. Payment is due immediately upon receipt of invoice.
14.9 All amounts payable under this Contract shall be paid in full without any withholding or deduction on account of any taxes, duties, levies or charges, unless the party due to make the payment is required by law to make such deduction or withholding. If it is so required it shall duly deduct or withhold the amount as required by law, provided that it shall give the other party such assistance and co-operation, including the provision of documentation as may be required by any tax authority, as may be reasonably necessary to enable the other party to obtain an exemption, reduction, repayment or tax accreditation in regard to any such deduction or withholding.
14.10 Neither party shall be entitled to assert any credit, set-off or counterclaim against any payment obligations (or part thereof) under this Contract, except undisputed amounts due from the other party to the paying party, if such undisputed debts are due and payable by the due date of payment of the amount due under this Contract.
14.11 Without prejudice to any other right or remedy available to Adludio, if the Advertiser fails to pay an amount of Fees within 15 days from the due date for payment, Adludio shall be entitled to interest on the outstanding amounts at an annual rate equal to the three (3) month London Interbank Offered Rate (LIBOR) denominated in British pounds plus five per cent. (5%), calculated on a daily basis, from the date on which the payment originally fell due until the date of receipt of payment in cleared funds.
15. Limitations on Liability
15.1 In no event shall Adludio be liable to the Advertiser under this Contract or in connection with its performance or breach, or in connection with any warranties hereunder, or in connection with the provision of the Service, including for its negligence, for any indirect, incidental, consequential or special damages, including any loss of profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss or reputation, goodwill or business, even if Adludio has been advised in advance of the possibility of such damages.
15.2 Adludio shall have no liability whatsoever for any damage, liability or loss (including loss of revenue) that the Advertiser may incur, or to any other undesirable consequences, resulting from any temporary suspension or disruption of the Service, including where such temporary suspension or disruption results from Adludio’s negligence.
15.3 Adludio’s maximum aggregate liability for any single event (or a series of related events) giving rise to a claim in connection with this Contract or in relation to the Service, either for breach of contract, breach of warranty, misrepresentation or negligence shall be limited to a sum equal to the total Fees payable to Adludio.
15.4 Adludio shall not be in breach of the Contract, nor liable for any failure or delay in performance of any of its obligations under the Contract where such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power cuts electronic or communication network breakdowns including any disruption, suspension or breakdown of any ‘cloud’, hosting or network services (“Force Majeure Events”). If a Force Majeure Event prevents the proper performance of Adludio’s obligations under the Contract and such disruption continues for a continuous period of more than 30 days, either Adludio or the Advertiser may terminate the Contract by giving the other 15 days’ prior written notice which shall take effect on the expiry of such notice period unless by that date Adludio can resume the proper performance of its obligations.
15.5 Notwithstanding anything to the contrary in the Contract, nothing herein shall be deemed to limit a party’s liability for death or personal injury caused by that party’s negligence or for that party’s fraud or fraudulent misrepresentation or for any other liability that cannot be limited or excluded by law.
16.1 Each party (the “Receiving Party”) shall, for the duration of the Terms and for an unlimited period of time thereafter, keep confidential all information (whether or not marked as confidential) received from the other party (the “Disclosing Party”) or otherwise obtained by the Receiving Party in connection with the Service relating to the Disclosing Party’s business (“Confidential Information”) and shall not use or disclose such information to any third parties other than as permitted by the Disclosing Party.
16.2 Adludio shall be deemed to be the Disclosing Party in relation to any information relating to the Service or the Adludio IP, or Adludio’s business or financial affairs and business plans. The Advertiser shall be deemed to be the Disclosing Party in relation to any information relating to the Advertiser IP, the Advertiser’s business or financial affairs and business plans.
16.3 The financial details of this Contract and other details set out in the Commercial Terms shall be deemed to be Confidential Information of both parties and each party shall treat such information as a Receiving Party.
16.4 The requirements of this section shall not apply: (i) to any information to the extent that it is or becomes (not as a result of a breach of this section) generally available to the public; or (ii) to any disclosure of information required by operation of law or any stock exchange regulations or any binding judgment or order of a court of law, or by any requirement of any competent authority, governmental regulatory agency or stock exchange, subject where possible to reasonable prior consultation with the Disclosing Party and provided that in the event that such disclosure is required, the Receiving Party shall take reasonable steps to protect the confidentiality of the information and to limit the disclosure as much as possible
17.1 A party (the “Terminating Party”) shall be entitled to terminate the Contract by written notice with immediate effect to the other party (the “Breaching Party”) in the event that:
17.1.1 The Breaching Party commits a material breach of its obligations, representations or warranties under this Contract; provided, however, where such breach is capable of cure, that the Breaching Party shall have 15 days from the date of receipt of a notice from the Terminating Party to cure such breach, following which time, unless such breach is materially cured, the Terminating Party shall be entitled to serve notice terminating this Contract with immediate effect; or
17.1.2 The Breaching Party is unable to pay its debts as they become due or bankruptcy proceedings are initiated against it or an order for its winding up is made against it (except voluntary winding up for the purpose of reorganisation).
17.2 Adludio shall be entitled to terminate this Contract by written notice with immediate effect to the Advertiser in the event that
17.2.1 The Advertiser challenges, opposes or seeks to invalidate or revoke any of the Adludio IP or makes any claims relating to Adludio’s title or entitlement or licensed rights to the Adludio IP, or if the Advertiser assists another person to do any of those things, or
17.3 The Advertiser fails to pay the Fees within 7 days of the due date for payment.The termination or expiry of this Contract shall not affect any accrued rights or liabilities of any party and shall not affect any provision of this Contract intended to have effect after termination or necessary for its interpretation and in particular it shall not affect the confidentiality or intellectual property provisions hereunder or the general provisions below
18. Public Announcements
18.1 Neither party shall make or send a public announcement, communication or circular concerning the Contract unless it has first obtained the other party’s written consent, which may not be unreasonably withheld or delayed.
19. Display of Final Product or Services
19.1 Adludio reserves the right to use and share a final creative production (the “Ad”) for promotional activity, including displaying it on our website and demo platform(s) which can be publicly accessed.
19.2 In addition to the ad’s visual and interactive forms, Adludio also reserves the right to use brief and performance results in promotional and research material which may include case studies, white papers, articles, award submission, to be publicly distributed.
20.1 The Contract is personal to the parties and neither party shall be entitled to assign or transfer its rights or obligations without the other’s prior written consent.
20.2 Nothing in this Contract shall create, or be deemed to create, a partnership or joint venture and shall not be construed as giving rise to the relationship of principal and agent between the parties.
20.3 If any provision of this Contract is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction or any other jurisdiction of any other provision of these Terms.
20.4 A person who is not a party to this Contract shall have no rights to enforce the provisions of this Contract under the Contracts (Rights of Third Parties) Act 1999.
20.5 No modification, alteration or waiver of any of the provisions of this Contract shall be effective unless in writing and signed on behalf of each of the parties.
20.6 No omission or delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law.
20.7 These Terms of Business together with the Commercial Terms constitute the entire agreement between the parties and supersede all other agreements, statements, letters and other arrangements between the parties in relation to the subject matter hereof. Each party acknowledges that it has not relied on or been induced to enter this Contract by a representation other than those expressly set out in this Contract. This clause does not affect a party’s liability in respect of a fraudulent misrepresentation.
20.8 This Contract and any dispute between the parties arising out of the subject matter of this Contract including as to its formation, interpretation and effect and including claims based on non-contractual grounds shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England.
Adludio Limited (“Adludio”, “we”, “us” or “our”) provides a creative solution for digital branded content (including video and non-video), facilitating the development, serving and distribution of digital ads on mobile environments, and other digital devices and connected environments including computers.
Adludio offers a creative as a service via our creative platform Adludio Direct (“Platform” or “Adludio Direct”), and a full stack advertising solution which includes the development, serving and distribution of advertising content online.
The information we collect depends on what products or services you use and how you use them. This policy applies to:
• “Visitors”: Visitors of the Adludio website, all associated sites by Adludio, its subsidiaries, and affiliates, including Adludio sites around the world, and our creative platform, Adludio Direct (collectively, the “Site(s)”), who view only publicly available content.
• “Platform Users”: Users of our creative platform Adludio Direct, creative as a service, provided through our Sites.
• “End Users”: End users of our digital advertisements created through and/or trafficked by Adludio products or services.
• It explains how we use your information, as a Visitor, Platform User and End User.
• It aims to explain clearly what information we collect with your permission, what we do with it and, and what we do not do with that information.
• It holds us accountable for protecting your rights and privacy under this policy.
It also lays out in detail the ways in which you are consenting your information to be collected, processed and used including:
• The transfer of your information outside your country of residence.
• The transfer of your non-personal information between trusted partners and third-party entities as described in this policy, in order to fulfil a service as agreed by you, Adludio and/or such entities.
• The collection, processing, use, disclosure and retention of your information by all entities as described in this policy, including Adludio as Data Controller and Data Processor (as applicable).
Glossary of terms
For purposes of this policy:
• “Personal Information" for non-residents of the European Economic Area means any information that can be used to identify, contact, or precisely locate a person, including name, email, address, and telephone number.
• “Personal Information" for residents of the European Economic Area means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. This includes IP address and advertising ID (IDFA/AAID).
• “Non-Personal Information" means information not included in the definition of Personal Information, such as pages or ads visited, time spent on pages, browser and device type, and referring and exit pages. For non-residents of the European Economic Area, IP address and advertising IDs (IDFA/AAID) are Non-Personal Information.
A list of additional terms for reference:
• “Ad(s)” -- a digital advertisement or “adunit”
• “Sensory ads” -- Adludio's user-engagement ad product, Sensory Ads are served on the premise that a user must voluntarily and actively participate with an ad experience by fullfiling a digital “gesture-based” (using the computer cursor, mobile touch-screen or mobile gyroscope type command) interaction. This means that a user must view and opt-in by engaging in order to benefit from the ad experience, as opposed to the traditional industry model of view-only.
• “RTB” -- Real-time bidding refers to the buying and selling of online ad impressions through real time auctions that occur in the time it takes a webpage to load.
• “Bidder” -- Adludio is using Beeswax to buy inventory required for serving adunits. Beeswax is New York based company that offers the first “Bidder-as-a-Service” solution for programmatic RTB media buying.
• “HTTPS” -- (HTTP Secure) is an adaptation of the Hypertext Transfer Protocol (HTTP) for secure communication over a computer network, and is widely used on the Internet.
• “Cookie” -- An HTTP cookie is a small piece of data sent from a website and stored on the user's computer by the user's web browser while the user is browsing. “Beacons, Pixels” -- A Web beacon is an often-transparent graphic image, usually no larger than 1 pixel x 1 pixel, that is placed on a Web site or in an email that is used to monitor the behavior of the user visiting the Web site or sending the email. It is often used in combination with cookies.
• “AWS” -- Amazon Web Services (AWS) is a subsidiary of Amazon.com that provides on-demand cloud computing platforms to individuals, companies and governments. “Amazon VPC” -- Amazon VPC lets you provision a logically isolated section of the Amazon Web Services (AWS) cloud where you can launch AWS resources in a virtual network defined by the client (Adludio).
• “Amazon S3” -- Amazon Simple Storage Service is a web service offered by Amazon Web Services (AWS). Amazon S3 is extremely durable, highly available and secure object storage built to store and retrieve any amount of data on the Internet.
• “AWS Kinesis” -- Amazon Kinesis Data Streams enables you to build custom applications that process or analyze streaming data for specialized needs.
1. What information we collect, how we do it and how we use it
In general, there are three categories of information we collect:
• Information that you opt to share so we can use it to provide additional features and improve your experience.
• Information that we must have for you to use the Adludio Sites and Services.
• Information collected from your interaction with Adludio Products or Services as an End User of an ad.
The kind of information we collect, and how we do it depends on which kind of user category you fall into.
Contact information. When you request information about Adludio, via our Site's contact forms or through other means, register to use our Platform, or sign-up to our Platform or other services, you will be asked to provide certain Personal Information which may include your name, email, mailing address, phone number, job title, name of your organization.
When you voluntarily share Personal Information with us, this information is used by Adludio in a manner consistent with the permissions communicated to us. We may use this information to:
• Respond to you regarding your specific query or request.
• Communicate with you for marketing, research and promotional purposes.
• Inform you of any training sessions or events.
• Conduct communication relating to the service or project you signed-up for.
• Inform you of product and service updates.
You always have the option to opt-out of such communication by unsubscribing, changing your user/profile settings or emailing us. You can also request that we delete your information at any time by contacting us directly at email@example.com or firstname.lastname@example.org.
We collect information from our Visitors via cookies or similar technologies, as laid out in our Cookies Policy.
In order to ensure the best user experience on our Sites, we may collect certain Visitor and browsing information from visitors to our Sites (“Visitor Analytics”). This may include IP address, browser and device type and language, referring and exit pages and URLs, date and time, amount of time spend on pages, what sections of the Site Visitors visit, and other, similar aggregate user data concerning your use of the Sites.
We may use this data to manage and improve our Site. In some areas of the world, certain Visitor Analytics may be Personal Information. Where this is the case, we comply with applicable laws regarding our use and processing of Personal Information.
When you register or sign-up for our Platform or services, we may request you to provide payment or invoicing information that may include invoicing contact (name, email, mailing address, phone number, etc.), credit card details (number, expiration date, security code), billing address, unique invoice identifier number, activation code, and similar information (“Billing Information”).
Adludio uses this information for the purpose of invoicing and processing payments for services provided. We may use reliable third-party service providers to manage credit card processing, they are not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing. We may also use reliable third-party service providers to issue, manage and execute billing and payment events, they are not permitted to store, retain, or use Billing Information except for the sole purpose of executing the billing and payment service, and are required to comply with applicable laws regarding our use and processing of Personal Information.
When you register or sign-up to our Platform, we request you to define a Platform User Profile that may include a username, contact email and user photo/avatar. This information will be visible to members of your project team to enable communication and execution of the project.
You can edit and manage this information on your Platform account settings or by contacting us directly on email@example.com or firstname.lastname@example.org.
Adludio collects, processes, uses, discloses or retains information about End Users in the context of their exposure or interaction with an ad. We may also collect information on behalf of our customers which may be an brand/advertiser, publisher, advertising agency and/or their agents, in the context of fulfilling our service to them.
Ad Serving Data includes standard digital advertising metrics as defined by industry bodies such as the Internet Advertising Bureau (IAB), including number of ads viewed, time spent viewing an ad, page views, video views, number of ads clicked, IP address, device ID, GPS coordinates, advertising identifiers (IDFA/AAID). It may also include Personal Information that you actively choose to share with us through text field forms, and other information about your interaction with the ads.
End User information may be used for lawful advertising purposes to provide you with a more tailored online advertising experience. It may also be used by Adludio to improve the functionality of our services.
In this context, Adludio may collect, process, uses, disclose or retain information about End Users in the following manners:
Adludio serves as a “Data Processor” in the context of user targeting and media buying in a programmatic environment, whereas the Bidder makes available information that is covered by consent passed on by the Bidder or Bidder suppliers.
Adludio may use Ad Serving Data to optimize the performance of the ad campaigns we are bidding for using a Real-Time Bidding Platform. For every relevant auction we receive a bid request. This request is sent over HTTPS and is processed by our servers inside protected AWS VPC. After we reply to the bid request, we delete the request data.
When we buy inventory using a Bidder, we receive logs with details about auctions we won. This data is sent to us using secure channels using tools like AWS S3 and AWS Kinesis. This data contains End User IP addresses, locations, browser details, websites name, app name, and all bid-related details, and we may use it for campaign optimization and reporting purposes. You can read more about the Bidder Data we receive at https://docs.beeswax.com/docs/data-feeds.
In addition to standard digital advertising metrics, Adludio also tracks “user engagements” that form the core offering of Sensory Ads.
Every time an ad is loaded in the user browser or app environment, Adludio tracks a set of events triggered by the engagement (including engagement gesture, clicks, skips, etc.). We send this data with actinoid back to our servers over the HTTPS channel.
Adludio may implement third-party performance tracking mechanism, such as click-through links and tracking pixels, per the request of our clients who receive and may share with us daily aggregated reports, used to monitor the performance of the campaigns.
These mechanisms may store user IP address, store a cookie in the user browser and get information about the browser.
Adludio doesn't stream any cookies in End User browsers in the context of Ad serving. However, the Bidder (used to buy ad inventory) and its supplies may store cookies in the End User browser to profile inventory, to fulfill targeting requirements. For this use, Adludio does not target individual (identifiable) users, we only focus on the environmental variables like type of device, domain name and geographical location of the user.
Third party tools may also store cookies in the End User browser to help measure and monitor the ad campaign performance accurately. These cookies are governed by the third party and/or domain (publisher) terms.
In order to fulfill our service proposition, Adludio aggregates raw Bidder Data and Adludio Engagement Data for monitoring, optimization and reporting purposes. Aggregation is usually executed in the form of daily sums and/or campaign lifecycle totals.
Aggregated reports are used to track performance and delivery of campaigns and are shared with our clients (the advertiser) as part of our contractual obligations.
Storage of Ad Serving Data
Ad Serving Data is stored in AWS data centers in AWS North Virginia (USA) and the Republic of Ireland. There are two types of Ad Serving Data:
• Raw Data -- Information we collect via the Bidder (containing IP address, locations and details about the user browser) and tracking logs we store in encrypted S3 buckets with appropriate access control policies. We keep Raw Data for 90 days. This allows us to check and ensure that the relevant and subsequent aggregations are correct.
• Opt-out: Adludio adheres to the DAA's Self-Regulatory Principles for Online Behavioral Advertising. To learn more about interest based or online behavioral advertising, and other advertising companies' privacy practices and opt-out from each or any of them (including Adludio), you may also go directly to the DAA website at http://www.aboutads.info/choices/.
Sharing and disclosure of Personal Information
• Adludio will only share Personal Information as agreed by the User at the time of collection, or in the following events.
• We may share Ad Serving Data per the terms described in the above section.
• We may share your information with reliable Third-Party Service Providers that support us in fulfilling our service obligations.
• We may also share information with third parties that help us operate and market our services, per the situations described in section 1. We ensure that such third parties are contractually obligated to protect your Personal Information, as required by law.
• Compliance with the Law. Adludio may disclose your information to courts, law enforcement, or government authorities, or authorized third parties, if and to the extent we are required to do so by law or in a good-faith belief that such action is necessary or advisable in order to comply with any laws of any country or region which may assert jurisdiction) or in order to respond to a judicial or other governmental action, order, subpoena, request, demand or warrant. We may make such disclosures without providing notice to you.
• Against Liability or Fraud. We reserve the right to disclose one or more clients' and/or individual users' information if it is appropriate or necessary in Adludio's discretion in order to: take precautions against liability; protect against fraudulent, abusive, or unlawful uses; investigate or defend against any third-party actions or allegations (including assisting a client or third party to do so); assist government enforcement agencies; or protect the security, integrity, rights, property, or personal safety of Adludio, its systems and services, as well as its employees, clients or others.
• Adludio may also disclose your information under circumstances not mentioned above, with prior consent of the entity or third-party that submitted the information to us.
Transfer of information across regional/national borders
Adludio's servers are located in the US and in the Republic of Ireland. Any information collected and provided to us, including Personal Information, will be transferred to and processed through our servers in the US and/or the Republic of Ireland.
EU General Data Protection Regulation (GDPR)
Adludio is committed compliance with GDPR which went into effect May 2018. If you are a resident of the European Union and are subject to jurisdiction under The European Parliament, you have the following rights:
• The right to request access to, or ask us to provide you with copies of, Personal Data that we hold about you at any time, which may be subject to a fee specified by law for processing your request (but not for making a request for access). If Adludio is the Data Controller with respect to your data, we will respond to your request within a reasonable period, and if we are the Data Processor with respect to your data, we may redirect your request to our customer acting as the Data Controller with respect to your data. We may decline a request for access to Personal Data in circumstances prescribed by relevant privacy laws. If we decline a request, we will provide you with a written notice that sets out the reasons for the refusal (unless it would be unreasonable to provide those reasons) and provide you with a statement regarding the mechanisms available to you to make a complaint.
• The right to ask us to delete any Personal Data that we hold about you free of charge, unless we are required to maintain a copy of this data pursuant to applicable law.
• The right to ask us to update and correct any out-of-date or incorrect or inaccurate Personal Data that we hold about you free of charge. We will take reasonable steps to correct the information so that it is accurate, complete and up to date. If we refuse to correct your Personal Data, we will provide you with a written notice that sets out the reasons for our refusal (unless it would be unreasonable to provide those reasons) and provide you with a statement regarding the mechanisms available to you to make a complaint
• The right to opt out of any marketing communications that we (or any third-party to whom we have disclosed your Personal Data with your consent) may send you or to withdraw your prior consent or object to any further processing of your Personal Data.
• The right to request information about any automated decisions made using your Personal Data that have legal consequences for you or which significantly affect you.
• The right to lodge a complaint with your local Data Protection Authority concerning Adludio's processing of your Personal Data.
If you wish to exercise any of the above rights, send us an email at email@example.com. Before we process any request, we may ask you for certain Personal Data to verify your identity, and in situations where Adludio is the Data Processor, consult with the Data Controller of your data. Where permitted by local law, we may reject requests that are unreasonable or impractical. Please allow us a reasonable time to respond to your inquiries and requests.
Users residing in the EU who are not satisfied with our response, or believe we are processing your personal data not in accordance with the law, data subjects covered under the GDPR framework have the right to lodge a complaint with a supervisory authority in the Member State of their habitual residence, place of work, or place of the alleged infringement.
Subject Access Request as a Service (SARaaS)
We are committed to providing the information you request as part of your Subject Access Request and have procedures in place to ensure this occurs in a timely fashion.
We do not have agreements in place with any third-party platforms that offer “Subject Access Requests as a Service”. As a responsible data controller of your personal information this represents significant risks when sharing data. The right of access afforded to you, does not obligate data controllers to share data with 3rd parties. It is our policy to provide the information directly to data subjects ensuring the safety and security of the information throughout the process.
We will monitor future guidance from the Information Commissioner’s Office but currently undertake our own reasonable measures to verify the identity of data subjects. We would like to assure you that the protection of your data is our main concern and we are committed to providing information as part of any valid request.
Sharing and Social Media Features
Adludio works with social media tools, services and networks, such as LinkedIn, Facebook and Twitter. We provide users with both proprietary and branded tools to enable them to share an item of Distributed Content, solicit or refer other users to view Distributed Content, or express or broadcast their opinion about an item of Distributed Content.
In some cases, the use of these tools will require a user to provide personally-identifiable information. For example, a user may send a link for certain content to one or more recipients by email with a personal message.
Security of your Personal Data
Adludio adheres by reasonable technical and organizational security protocols to safeguard Personal Data that is submitted to us via our Site or Services, according to the voluntary principles of information sharing outlined in this document.
No method of transmission over the Internet, or method of electronic storage, is 100% secure. We cannot control the actions of third parties with whom you elect to share your Personal Data and we cannot assume responsibility or liability for disclosure of your information due to errors in transmission, unauthorized third-party access or other causes beyond Adludio's reasonable control. We cannot guarantee that only authorized persons will view your Personal Data. We cannot ensure that information you share on our Site and/or through our Services will not become publicly available.
Adludio adheres to strict protocols to safeguard children's privacy. You must be at least 13 years old to use the Site and/or our Service. We do not knowingly collect Personal Data from any child under 16 years of age without consent or authorization of the holder of parental responsibility over said child, per EU GDPR guidelines. If you are under 16 years of age, do not use our Services and do not provide any Personal Data to us. If you are a parent of a child under 16 years of age and become aware that your child has provided Personal Data to Adludio without your consent, please contact us at firstname.lastname@example.org or email@example.com and you may request access, correction, deletion, and/or objection rights.
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Environmental, Social and Governance (“ESG”) Framework
We are committed to ensuring environmental, social, and governance considerations are integrated into our business for the benefit of all stakeholders. We Think, Act, and Assess our impact as individuals, a group, and a company with a role in the online advertising industry.
Adludio built its Advertising offer with Environment in mind: more lightweight and optimized ad formats for mobile, leading to reduced energy consumption when distributing a client's campaign.
Adludio employees are always invited to keep environmental constraints in mind when carrying out their daily tasks. Our work performance is in our everyday journeys and acts of consumption on working days.
We keep optimizing the size of our ad formats for mobile, and we focus on making our engagement ratio and viewability rates the best in the industry. We measure Adludio’s carbon emissions individually and as a group and offset our emissions by supporting relevant projects worldwide
Adludio employees are required to take online training about carbon emissions and raise their level of expertise on environmental matters.
Adludio is officially a remote company: all processes are adapted to work from home or remotely. We keep “work hubs” open for occasional meetings and events in some locations. Most hubs consist of rented sharing spaces in carbon-neutral structures.
Adludio measures quarterly its carbon emissions
Adludio defines an annual target for its carbon emissions.
Targets are based on all activities and all scopes (1,2 and 3)
Adludio strives to have open conversations on all aspects of Diversity, Equity, and Inclusion. It is central to our mission as an organization to ensure that each employee has the full opportunity to thrive in our environment, for we believe that diversity is key to encouraging new ideas and perspectives.
• Diversity: We commit to increasing diversity, expressed in many forms, including race and ethnicity, gender and gender identity, sexual orientation, socioeconomic status, language, culture, national origin, religious commitments, age, (dis)ability status, and political perspective.
• Equity: We allow everyone to contribute to goals and share in the success.
• Inclusion: We commit to ensuring that everyone feels valued and welcomed within agiven setting.
Adludio prides itself on our global infrastructure, calling on employees from 17 countries and 15 nationalities (2021). With technology advancements, we appreciate the ability to work remotely across the globe, and we recognize that building a remote working culture is a significant step toward creating a more inclusive organization. Our commitment to a global working environment is highlighted through our work with 10
Academy, where we seek to bring talented data scientists from developing countries into the global workforce. We use a remote work model that mixes in-person and virtual meetings. We believe this will improve employee experience, increase workforce productivity, decrease commuting carbon footprint, and enable a more diverse and inclusive organization.
We believe people are at the heart of our business and take pride in our unique work culture.
With diversity, Adludio creates a stronger and more successful organization.
We dedicate ourselves to regular training that teaches employees to respect differences, pursue deliberate efforts to ensure that all employees are valued, and commit to ensuring that all individuals feel a sense of belonging and inclusion.
The board of Adludio encourages the integration of ESG issues into the business strategy.
Communication with all stakeholders is considered a critical factor in success.
Adludio follows the ten principles of corporate sustainability, as defined by the UN: Communication with all stakeholders is the key to success. https://www.unglobalcompact.org/what-is-gc/mission/principles
In addition to the actions mentioned in the “Environmental” and “social” chapter of our ESG policy, Adludio board of directors address the following issues:
Anti-Bribery: All Adludio directors, employees, and collaborators follow anti-bribery training, and have to pass the anti-bribery test.
The ESG policy is part of Adludio’s company handbook, which is referenced in all employment contracts of new hires.
We work at building a diverse and inclusive team.
Comprehension and application of the ESG policy are assessed together with other goals in our review process.
The ESG policy targets and results are exposed and discussed during the yearly board of director meetings, together with financial and operational results.
If you believe that any information we are holding about you is incorrect or incomplete, please email us, and we will promptly correct it.
What are 'Cookies'?
'Cookies' are a small text file sent to and stored by your browser, (Internet Explorer, Safari, Chrome) on your computer or mobile device (tablet or mobile phone).
They are unique identifiers that point to your behaviour on a website, and they allow websites to store and remember things like your preferences (ie. language, etc) and settings. Cookies are necessary to enable you to move around a site comfortably or to provide basic features. They can also help improve the performance of a website, deliver a better user experience, allow a website to recognise you when you return it and to respond appropriately.
Cookies can be "persistent" meaning that it is stored on your device until it expires or you delete the cookie. Alternatively, cookies may be temporary or "session" which are stored only in temporary memory and are not retained after the browser is closed. We do not sell, distribute or lease the information collected by cookies.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser settings (see below 'How to opt-out of cookies in your browser')
Adludio is committed to providing you with a safe and secure browsing environment in our Site. We keep your data private and have placed suitable physical, electronic and organisational safeguards to prevent the unauthorised access or disclose of your information.
How to opt-out of cookies in your browser
The browser that you use will allow you to opt-out of or switch-off cookies, and will also allow you to delete previous cookie history. You can change your permissions and and manage your history in your cookie settings, usually found under the "options", "settings" or "preferences" section of the browser.
Here are a few useful links for cookie settings in each of the following browsers:
• Google Chrome
• Internet Explorer
• MacOS Safari
• Mozilla Firefox
• Opera Browser
How to opt-out from Advertiser cookies
You can opt-out specifically from third party cookies generated for advertising purposes.
If you are in the EU, can learn more about how to opt-out on the European Interactive Digital Advertising Alliance. If you are in North America, you can visit the Network Advertising Initiative. The Digital Advertising Alliance is also a helpful site.
Links to other websites