AD-ID Client Terms of Use

Updated and Effective as of January 24, 2024.

Welcome to the AD-ID Platform, home to the products and services provided by Advertising Digital Identification, LLC (“AD-ID”). Please read these AD-ID Terms of Use (“Terms of Use”) carefully before accessing or using the AD-ID Platform. By accessing and using AD-ID Products and Services, Client  agrees that it has, and all Authorized Users thereof have, read and understand, and agree to be bound by, these Terms of Use. If Client does not agree to these Terms of Use, Client must immediately notify AD-ID and Client agrees that its access to and use of the AD-ID Products and Services will immediately cease. These Terms of Use have the same force and effect as an agreement in writing.

YOU UNDERSTAND AND AGREE THAT BY CHECKING THE BOX AND CLICKING THE “ACCEPT” OR “I AGREE” BUTTON, AND/OR DOWNLOADING OR USING ANY PART OF THE AD-ID PRODUCTS AND SERVICES (DEFINED BELOW) PROVIDED BY AD-ID, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE AD-ID PRODUCTS AND SERVICES AND YOU WILL HAVE NO LICENSE TO USE THE AD-ID PRODUCTS AND SERVICES.

IF YOU ARE NOT AUTHORIZED BY YOUR ORGANIZATION TO BIND IT TO THIS AGREEMENT OR IF YOU ARE UNSURE WHETHER YOU ARE AUTHORIZED, DO NOT ENTER YOUR EMAIL ADDRESS, CLICK “ACCEPT” OR “I AGREE,” OR ACCESS OR USE THE AD-ID PRODUCTS AND SERVICES.

In consideration of the mutual covenants herein, the parties agree as follows:

1.      DEFINITIONS

“AD-ID Codes” means AD-ID’s standardized numeric or alphanumeric unique identifier of an advertising asset in video, audio, image, text or encoded form, used for advertising or marketing in any media, platform or device type which is assigned to an advertising asset using the AD-ID Platform. AD-ID serves as a central registration and provides AD-ID Codes to be assigned to advertising assets through the AD-ID Platform.

“AD-ID Data” means AD-ID Codes and AD-ID Metadata generated or made available to Client by AD-ID.

“AD-ID Platform” means AD-ID’s web-based software application which enables Client to search for, create, edit, and void AD-ID Codes and AD-ID Metadata for which the Client has authorization.

“AD-ID Products and Services” means AD-ID Data provided via the AD-ID Platform, in accordance with the terms of this Agreement.

“AD-ID Metadata” means the underlying designation, description, content, taxonomy, hierarchy, reports and mapping of the data associated with AD-ID Codes that AD-ID creates and generates other than AD-ID Codes and which may be text, video, image, audio-based or in other formats.

“Advertiser” for a Subscription Client who is an agency, means the Advertiser identified in the Subscription Agreement, or for a Non-Subscription Client, means the entity for whose benefit Client will use AD-ID Products and Services and for whose advertising assets Client will generate the AD-ID Code.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement”, for a Subscription Client, means the Subscription Agreement and these Terms of Use, including any and all schedules and amendments that are mutually agreed to add herein at a later date.  For a Non-Subscription Client, “Agreement” refers to these Terms of Use, including any and all schedules and amendments that are mutually agreed to add herein at a later date.

“Applicable Law” means all applicable laws and regulations of any governmental authority in any country or jurisdiction, as may be amended or otherwise revised from time to time and all applicable, then-current industry self-regulatory principles.

“Authorized Users” means any  users who have been granted permission by Client to use the AD-ID Products and Services. For the avoidance of doubt, only Client that is an entity may have Authorized Users. Any individual Authorized User of Client shall not share their credentials or assign their rights to others unless otherwise expressly permitted herein.

“Client” or “You” means the user who is entering into these Terms of Use in order to access the AD-ID Platform.

“Client Data” means information in relation to advertising assets that Client enters into the AD-ID Platform in order to access and use AD-ID Products and Services.

“Fee” for a Subscription Client, means the Fee as defined in the AD-ID Subscription Agreement, or for a Non-Subscription Client, the standard fee as indicated by AD-ID for AD-ID Products and Services that Client will use.

“Feedback” means all current and future suggestions, comments or other feedback regarding any part of AD-ID Products and Services provided by or on behalf of Client, Client’s representatives, or Client’s agents.

“Intellectual Property” means all intellectual property rights throughout the world, including: (a) patent rights, (b) trademarks, service marks, corporate names, trade names, internet identifiers, logos, slogans, trade dress, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and intellectual property rights in copyrightable and other works, moral rights, design rights and other sui generis rights, (d) trade secrets or other proprietary rights in technical, scientific, and other information, inventions (whether or not patentable), discoveries, designs, results, techniques, database rights, data, databases, data collections and other know-how, including plans, processes, practices, methods, trade secrets, instructions, specifications, protocols, analytical and quality control information and procedures, test data and results, reports, studies, and marketing, pricing, distribution, cost and sales information, (e) intellectual property rights in software and (f) applications and registrations and renewals for, and all associated rights with respect to, any of the foregoing in any jurisdiction.

“Prefix” means a four alpha-character string that is uniquely assigned to a Client or brand that may be shown as the first four (4) characters in the Client’s or brand’s AD-ID Codes. For clarity, each Prefix is the Intellectual Property of AD-ID.

“Registration Information” means the information Client submits to AD-ID in order to access the AD-ID Platform. Registration Information shall include all revisions and updates hereto that Client provides from time to time.

“Subscription Agreement” means the AD-ID Client Subscription Agreement made by and between AD-ID and the Client who signs up for a subscription to use AD-ID Products and Services.

“Subscription Client” means a Client who has an active Subscription Agreement or Client who will sign a Subscription Agreement simultaneously with these Terms of Use.

“Non-Subscription Client” is a Client who is not a Subscription Client.

“Term” for a Subscription Client means the Term as defined in the Subscription Agreement, or for a Non-Subscription Client, the term as indicated by AD-ID for AD-ID Products and Services that Client is paying for.

“Terms of Use” means these AD-ID Client Terms of Use as set forth herein.

2.      RESPONSIBILITIES

2.1    License and Termination.

2.1.1             Subject to Client’s compliance with this Agreement, AD-ID hereby grants to Client and its Authorized Users a non-exclusive, non-transferable, limited, royalty-free, revocable license to use the AD-ID Products and Services in the United States in accordance with this Agreement.

2.1.2             With respect to the Clients who will not sign the Subscription Agreement, AD-ID shall have a right to terminate this Agreement and cancel Client’s and its Authorized Users’ access to the AD-ID Products and Services at any time for any suspected breach of these Terms of Use. In addition, AD-ID may terminate this Agreement at any time without cause upon written notice to Client and will refund to Client the pre-paid Fee in proportion to the unused AD-ID Codes in such event. Client may terminate this Agreement if AD-ID fails to cure (if curable) a breach of this Agreement within thirty (30) days of AD-ID’s receipt of a written notice of such breach. If AD-ID terminates due to Client’s breach (reasonably suspected or uncured), AD-ID shall be entitled to retain the full Fee.  For the avoidance of doubt, termination rights set forth in the applicable Subscription Agreement shall apply to Subscription Clients (it being understood that if no such rights are set forth therein, the terms of this paragraph shall apply).

2.1.3             Upon termination or expiration of this Agreement for any reason, all rights granted under this Agreement shall cease, except those that by nature will survive the expiration or termination of this Agreement, unless otherwise mutually agreed by parties

2.2      Authorized Users. Client shall ensure that all Authorized Users use and access AD-ID Products and Services in accordance with this Agreement and shall be liable for any uses in breach of this Agreement as if such uses were conducted by Client itself. Client shall notify AD-ID immediately in writing upon becoming aware of any unpermitted use, noncompliant use, and / or when Client’s credentials are lost, stolen, or in any way compromised. For the avoidance of doubt, and to the extent applicable, other agencies (i.e. agencies other than Client) and the personnel thereof who use AD-ID Products and Services through permission of the Advertiser shall constitute Authorized Users, to the extent such agencies or agency personnel’s use is authorized by Client.

2.3      Modifications to AD-ID Products and Services. AD-ID may modify, enhance, or discontinue the AD-ID Products and Services, or any element of or functionality therein at its sole discretion, provided that for Subscription Clients, AD-ID shall provide Subscription Client with not less than sixty (60) days’ written notice of discontinuation or modification of any material element or functionality of AD-ID Products and Services as applicable. To the extent applicable, in the event that AD-ID discontinues the AD-ID Products and Services, Subscription Client may request a pro-rata refund of the pre-paid Fees during the applicable year of the Term based upon the number of AD-ID Codes created during the relevant year of the Term prior to the date of the discontinuation or modification.

2.4      Suspension. AD-ID may suspend services upon prior written notice to Client if: (a) any invoice becomes overdue for thirty (30) days; or (b) Client’s use of AD-ID Products and Services creates an imminent or material threat to (i) another customer’s use of AD-ID Products and Services; or (ii) the AD-ID Products and Services.

2.5      Registration Information.  AD-ID may collect and use Registration Information for purposes of account management and communication with Clients and Authorized Users. AD-ID will not disclose Registration Information to third parties unless otherwise permitted by Client in writing or required by Applicable Law.

3.      PERMITTED AND PROHIBITED USES

 Client shall:

3.1      use and ensure its Authorized Users will use AD-ID Products and Services only for Client’s internal management, organization, tracking and identification of Client’s creative assets trafficked across various media platform;

3.2      require that each of its Authorized Users register within the AD-ID Platform to receive unique username, password and if applicable, tokenized access (collectively “Credentials”); and

3.3      make reasonable effort to prevent the introduction of any virus or vulnerability into AD-ID’s network and information systems, via Client’s (or Authorized User’s) use of the AD-ID Products and Services or otherwise.

Client shall not:

3.4      modify AD-ID Codes or AD-ID Metadata or create derivative works thereof, including the creation of a mapping table, taxonomy or other reference database using either the AD-ID Codes or AD-ID Metadata for the use or benefit of a third-party other than Advertiser, if applicable;

3.5      use any or all of AD-ID Data in any manner or for any purpose that violates the terms of this Agreement, Applicable Laws, or other reasonable instructions provided by AD-ID in writing from time-to-time;

3.6      provide any personal data or personally identifiable information other than Registration Information to AD-ID or enter any personally identifiable information in the AD-ID Platform unless pre-approved in writing by AD-ID;

3.7      allow access to the AD-ID Products and Services to any third party (except to Authorized Users in accordance with this Agreement) or share Credentials with anyone else, including any other Authorized User;

3.8      combine or integrate the AD-ID Products and Services with any software, technology, services, or materials not approved in advance by AD-ID;

3.9      alter, remove, tamper AD-ID’s trademarks, logos, any copyright or other legal or proprietary notices placed by AD-ID on the AD-ID Products and Services;

3.10    access all or any part of the AD-ID Products and Services in order to build a product and/or service which competes with any or all part of the AD-ID Products and Services, or commercially exploit, sell, license or distribute the AD-ID Products and Services or any products and / or services incorporating the results retrieved using the AD-ID Products and Services; or

3.11    extract, reutilise, exploit, redistribute, disseminate, transmit, copy, store, adapt, reverse engineer, decompile, disassemble, decode, modify, adapt, make error corrections to, create derivative works or data derived from, that relied on or made any use of, the AD-ID Platform in whole or in part (except where expressly permitted in accordance with the terms hereof).

4.      FEEDBACK

         Client may, in its discretion, provide Feedback to AD-ID, but AD-ID shall not be obliged to take any action in response to the Feedback. Feedback, even if marked confidential, will not create any confidentiality obligations on AD-ID unless otherwise agreed in writing and signed by an authorized signatory of AD-ID. Without prejudice to its other rights and remedies available, AD-ID will be free to use, disclose, reproduce, distribute, implement in any AD-ID Product, data or solution and otherwise commercialize all Feedback provided by Client, and Client hereby waives all rights and interest in the Feedback, including any right to seek compensation for the Feedback and AD-ID shall be able to use, disclose, reproduce, distribute, implement and commercialize any and all Feedback, including derivative works or other results thereof in any form without restriction; provided, however, that in no event will AD-ID’s use disclose any of Client’s Confidential Information as may be embodied in the Feedback.

5.      CONFIDENTIALITY

5.1    Each party (including its Affiliates and, in the case of Client, its Authorized Users) (“receiving party”) shall, during the Term and thereafter, keep Confidential Information confidential including restricting access to all Confidential Information received from the disclosing party to those representatives, agents, officers, directors and employees (including without limitation attorneys, accountants and consultants) who have a “need to know” the Confidential Information and who are made aware of and agree to be bound by the obligations of confidentiality contained herein; and shall not use for its own purposes or disclose to any third party without the prior written consent of the other party (“disclosing party”) any Confidential Information which may be provided to or become available to the receiving party from the disclosing party, relating to the disclosing party including, but not limited to: (i) information relating to research and development, discoveries, improvements, processes, know-how, specifications, samples, prototypes, notes, patents, copyrights, trademarks, trade names, trade secrets, and applications related to a patent, trademark or copyright; (ii) business strategies and development plans, financial information, computer hardware or software, information systems, source code, methods, processes, products, services, systems, costs, contracts, sources of supply, records, advertising and marketing plans, research and development plans or marketing techniques, customer and/or client information and lists, supplier information, sales, profits, pricing methods, project proposals, employee information, and business relationships; (iii) all information concerning or protected as a trade secret; (iv) the specific terms of this Agreement; and (v) third party confidential information that is disclosed to the receiving party (“Confidential Information”). Notwithstanding anything to the contrary contained herein, to the extent applicable, AD-ID may disclose information regarding the Fee to a referring third party solely for the limited purpose of calculating any referral fees, provided that the referring third party is bound by obligations of confidentiality with respect to the information disclosed. For the avoidance of doubt the AD-ID Data, AD-ID Platform, and Feedback (and data derived from any of the foregoing) shall be considered Confidential Information of AD-ID for the purposes of this Agreement. Confidential Information does not include any information which: (i) was verifiably already known to the receiving party prior to the time of disclosure by the disclosing party; (ii) is available or becomes generally available to the public other than through a breach of this Agreement by the receiving party; (iii) is acquired or received rightfully and without confidential limitation by the receiving party from a third party; or (iv) is independently developed by the receiving party without breach of this Agreement. Both parties agree that the Confidential Information is and will remain the property of the disclosing party. No use of such Confidential Information is permitted except as provided in this Agreement. The receiving party shall not duplicate or incorporate the Confidential Information into its own records or database except as necessary to perform its obligations hereunder. The receiving party shall be fully responsible for any breach of this Section (including a breach by its Affiliates or, in the case of Client, its Authorized Users).

5.2    Neither party shall reverse-engineer, decompile, or disassemble any products, prototypes, software, algorithms or any tangible objects that embody the Confidential Information nor shall either party remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the other party. 

5.3    The receiving party’s obligations regarding the Confidential Information shall not apply to Confidential Information that is required to be disclosed by Applicable Laws, valid subpoena, or court order. If the receiving party becomes legally required to disclose Confidential Information, if permissible, it will give the disclosing party prompt advance notice of such requirement and a reasonable opportunity to seek a protective order or other appropriate remedy. If the disclosing party is unable to obtain a protective order or other appropriate remedy with respect to such disclosure of Confidential Information, then the receiving party will disclose only that portion of the Confidential Information necessary to ensure compliance with such legal requirement.

5.4    Upon expiration or termination of these Term of Use or upon request by the disclosing party, the receiving party shall return or destroy all Confidential Information, and, if requested by Disclosing Party, the disclosing party shall certify in writing that such destruction or return has been accomplished. Notwithstanding the foregoing, the disclosing party will not be required to return or destroy archival copies of the Confidential Information retained systemically as a function of the disclosing party’s disaster recovery process. The disclosing party will destroy such copies of Confidential Information upon normal expiration of those backup files and, until their destruction, The disclosing party is obligated to maintain such copies of Confidential Information in confidence even if this Agreement has been terminated or expired.

6.      PUBLICITY

AD-ID may reference and use Client’s corporate name, tradename, or trademarks solely for purpose of showcasing its experience and expertise to potential clients, provided that no such reference may disclose terms of this Agreement unless otherwise approved by Client in writing.

7.      WARRANTIES

7.1    AD-ID represents and warrants that, to the extent applicable, it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.2    Client accepts responsibility for the selection and use of the AD-ID Products and Services.  Client accordingly acknowledges that the AD-ID Products and Services have not been developed to meet the individual requirements of the Client.

7.3    This Agreement shall not prevent AD-ID from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.4    Client represents and warrants that it: (i) has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement; and (ii) the performance of this Agreement does not and will not violate or result in a breach of any provision of any other contract or agreement to which it may be bound or any Applicable Laws.

8.      LIMITATION OF LIABILITY

8.1    SAVE AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PURPOSE, ACCURACY, THE USE OF REASONABLE SKILL AND CARE, TITLE AND NON-INFRINGEMENT. SAVE AS PROVIDED HEREIN, THE AD-ID PRODUCTS AND SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE RESULTS OF USING THE AD-ID PRODUCTS AND SERVICES, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE AD-ID PLATFORM, THE AD-ID PRODUCTS AND SERVICES AND THE AD-ID DATA, AND FOR CONCLUSIONS DRAWN FROM SUCH USE, ARE ASSUMED BY CLIENT. AD-ID DOES NOT WARRANT THAT THE USE OF THE AD-ID PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT AD-ID DATA OBTAINED BY CLIENT THROUGH THE AD-ID PLATFORM WILL MEET CLIENT’S REQUIREMENTS; OR THAT USE OF THE AD-ID PRODUCTS AND SERVICES WILL BE FREE FROM VULNERABILITIES OR VIRUSES, PROVIDED THAT THE AD-ID PRODUCTS AND SERVICES, TO THE BEST OF AD-ID’S KNOWLEDGE, WILL NOT CONTAIN ANY VIRUSES, TROJAN HORSES, WORMS, AND/OR OTHER FORMS OF MALWARE AND AD-ID SHALL USE COMMERCIALLY REASONABLE EFFORTS TO AVOID THE SAME. AD-ID IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND CLIENT ACKNOWLEDGES THAT THE AD-ID PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

8.2    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL IN ANY CIRCUMSTANCES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE (EVEN IF SUCH PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH LOSS OR DAMAGE COULD ARISE), OR ANY BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, LOSS OF PRIVACY, PERSONAL INJURY, OR LOSS OR CORRUPTION OF DATA.

8.3    IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL MATTERS ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEED THE GREATER OF $50,000.00 OR THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9.      INDEMNITIES

9.1    EACH PARTY (THE “INDEMNIFYING PARTY”) SHALL, AT THE OTHER PARTY’S (THE “INDEMNIFIED PARTY”) REQUEST ON DEMAND, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTY, ITS OFFICERS, DIRECTORS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEY FEES, ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF THIS AGREEMENT; (B) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL ACT IN CONNECTION WITH THE NATURE OF THIS AGREEMENT; AND (C) IN THE EVENT CLIENT IS THE INDEMNIFYING PARTY, ANY THIRD-PARTY CLAIM ALLEGING THAT THE USE OF THE AD-ID PLATFORM, THE AD-ID PRODUCTS AND SERVICES, OR THE AD-ID DATA BY CLIENT IN BREACH OF THIS AGREEMENT, OR THE AD-ID PRODUCT OR THE AD-ID DATA HAS HARMED OR VIOLATED THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF THE THIRD PARTY.

9.2      The Indemnified Party shall      provide the Indemnifying Party with prompt written notice of any claim and reasonable assistance that the Indemnifying Party may request in connection with the defense or settlement of such claim. The Indemnifying Party shall have the sole authority to defend  or settle such claims, provided that any settlement which would impact the Indemnified Party in any capacity must be approved by the Indemnified Party.

10.      INTELLECTUAL PROPERTY RIGHTS

10.1    Client acknowledges that all rights in AD-ID Products and Services, the AD-ID Data, AD-ID’s existing Intellectual Property, and derivative works and data derived thereon (collectively “AD-ID Intellectual Property”), are the sole and exclusive property of AD-ID. Client is the sole owner of Client Data. Client shall have no rights in or to the AD-ID Intellectual Property other than the right to use AD-ID Products and Services in accordance with the terms of this Agreement. AD-ID reserves all rights not expressly granted by it herein, and no rights or licenses are granted by implication or estoppel.

10.2    Client grants to AD-ID the non-exclusive, fully paid-up, royalty-free license to use Client Data in connection with providing the AD-ID Products and Services under this Agreement.

10.3    Client will promptly notify AD-ID if Client becomes aware of any infringement of any rights in AD-ID Intellectual Property and will co-operate with AD-ID in any legal action taken by AD-ID to enforce AD-ID’s rights in its Intellectual Property.

11.      GENERAL

11.1    Survival. Any provision of this Agreement which, expressly or by implication, is intended to come into or continue in force on or after termination or expiration of this Agreement, shall remain in full force and effect.

11.2    Entire Agreement. This Agreement, as applicable, between the parties supersedes all prior and contemporaneous agreements or communications as to such subject matter. To the extent these Terms of Use are inconsistent with the Subscription Agreement signed by the parties, the terms of the Subscription Agreement shall prevail. Except as provided for herein, this Agreement may not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Client and AD-ID by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, or a waiver of any right to terminate this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

11.3    Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand (with confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (c) on the date sent by electronic mail of a PDF document (with confirmation of transmission), to the parties at the addresses set forth in the Subscription Agreement or otherwise designated by Client in writing.

11.4    No Partnership. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture, employment or agency relationship between the parties or as granting a franchise.

11.5    Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the illegal, invalid or unenforceable provision shall be reformed to match as closely as possible the expressed intent of the parties.

11.6    Transfer and Assignment. To the extent applicable, Client may not assign this Agreement or any rights or obligations hereunder, whether by contract or by operation of law, except with the prior written consent of AD-ID; provided, however, to the extent that Client is an agency and its representation of Advertiser ceases or the necessary authority is rescinded, Client may assign its rights and obligations hereunder to another agency designated by Advertiser or to Advertiser directly, as determined by Advertiser and AD-ID, provided that Advertiser or the successor agency, as applicable, will assume the entire responsibilities and obligations of Client under this Agreement. In the event of such an assignment, Client agrees to transfer the remaining AD-ID Codes to Advertiser or the successor agency, as applicable, and Client shall not be entitled to any refund or credit as a result of such transfer unless otherwise agreed upon by AD-ID. AD-ID shall have the right to terminate this Agreement immediately for any assignment or attempted assignment by Client in breach of this section.

11.7    Force Majeure. Neither party shall be liable for delay or failure in its performance hereunder to the extent that such delay or failure is caused by an act of God, war, or act of government, labor strike, or other similar act beyond that party’s reasonable control (an “Excusable Delay”). In the event an Excusable Delay continues for sixty (60) days or longer, the other party shall have the right, at its option, to immediately terminate this Agreement by giving the party whose performance has failed or been delayed by the Excusable Delay written notice of such election to terminate.

11.8    Governing Law & Jurisdiction. This Agreement shall be construed and controlled by the laws of the State of New York, without regard to its rules concerning conflict of laws. Client consents to personal jurisdiction in the state and federal courts in New York County, New York. The parties agree that such courts shall have exclusive jurisdiction and venue in relation to any dispute arising under or in connection with this Agreement. Client waives any defense asserting that such courts are not a convenient forum. The parties waive any right to trial by jury.