StackAdapt Platform Terms of Use

Last updated and effective: March 14, 2025.

These Platform Terms of Use (together with any policies, addenda and notices made available to you, collectively, the “Agreement”) governs the access to and use of StackAdapt’s proprietary and generally available, software-as-a-service products through an internet-accessible proprietary platform (the “Services”) offered by StackAdapt through the StackAdapt website or through any and all mobile applications through which the Services may be accessed. The date on which you first log into your Account (as defined below) is hereinafter referred to as the “Effective Date” of the Agreement.

Please read these Terms of Use carefully and be sure you fully understand the terms and conditions. The Agreement constitutes a binding legal agreement between you and StackAdapt. It is possible that you may also be required to execute specific ordering documentation for certain Services, which may be in the form of an order form (an “Order Form”), a statement of work (an “SOW”), or a document that specifies the terms and parameters of an advertising campaign (an “Insertion Order”).

Your use of the Services constitutes your agreement to all such terms, conditions, and notices in effect at such time. You hereby represent and warrant that (a) you are lawfully able to enter into and perform a legally binding contract, (b) if you are entering into the Agreement on behalf of your employer, and you are authorized to do so, and (c) agree to be bound by the Agreement.

StackAdapt may update or revise the Agreement from time to time. You agree that you will review the Agreement periodically. You are free to decide whether or not to accept a modified version of the Agreement, but accepting the Agreement, as modified, is required for you to continue using the Services.

You may have to click “accept” or “agree” to show your acceptance of any modified version of the Agreement. If you do not agree to the terms of the Agreement or any modified version of the Agreement, your sole recourse is to terminate your use of the Platform, in which case you will no longer have access to your Account (as defined below).

The DPA (as defined below) is explicitly incorporated by reference into, and forms part of, the Agreement.

1. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

(a) “Ad(s)” means the advertising content, including text, graphics, rich media, video and/or audio material (and combination thereof), that is displayed on digital media inventory.

(b) “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the economic or voting interest of an entity.

(c) “Applicable Laws” means all laws and regulations that apply to each party in connection with this Agreement, the provision and use of the Services, and the processing of Customer Data and StackAdapt Data, to include without limitation Data Protection Laws (as defined in the DPA), Section 5 of the FTC Act, and COPPA.

(d) “Artificial Intelligence Terms” means those terms and conditions found at https://www.stackadapt.com/legal-document-centre/ai-terms-of-use

(e) “Customer Data” means all electronic first-party data that is provided to StackAdapt by or on behalf of Customer (including from or through a Third Party Processor of Customer) in connection with Customer’s use of the Services, or that is provided or made available through placement of StackAdapt’s Pixels on Customer’s Sites, including Personal Data contained therein, but in all cases excluding StackAdapt Data and excluding DUIDs.

(f) “Customer Site” means a digital property that is accessible by or made available to Users (including websites, mobile sites and software applications). 

(g) “Data Partner” means a third party: (i) who has been authorized by Customer to provide Customer Data directly to StackAdapt, (ii) to whom StackAdapt has been authorized by Customer to provide Customer Data, or (iii) who receives Customer Data and/or StackAdapt Data from Customer’s Pixels at the request or facilitation of Customer.

(h) “DPA” means the Data Processing Addendum found at
https://www.stackadapt.com/legal-document-centre/data-processing-agreement.

(i) “DUID” means any unique identifier that is created, assigned or retained by StackAdapt in respect of each User who interacts with a Customer Site. DUIDs are StackAdapt Data.

(j) “Pixel” means software code (e.g., HTML5) or a web beacon (e.g., pixel tag, clear GIF) that (i) collects data regarding a User’s actions in or on a Customer Site or a User’s interaction with an Ad, or (ii) requests the delivery of an Ad to a Customer Site.

(k) “Personal Data” shall have the meaning set forth in the DPA. 

(l) “Personally Identifiable Information” means information that identifies an individual or could feasibly be used to identify a particular individual (as opposed to a device or browser), such as name, address, telephone number, email address, or government issued identification. 

(m) “Prohibited Information” means: (i) any information revealing race or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (ii) genetic data; (iii) biometric data for the purposes of uniquely identifying a natural person; (iv) data concerning health, which includes all individually identifiable health information that is subject to the Health Insurance Portability and Accountability Act; (v) data concerning a natural person’s sex life or sexual orientation; (vi) any personal data regarding a minor under the age of 16, or if Applicable Laws of any jurisdiction otherwise define a child or a minor as another age, then personal data regarding a minor as thereby defined by the Applicable Laws; (vii) any financial account numbers or insurance plan numbers that can be used to identify an individual; (viii) any government-issued identifiers or identification; or (ix) any other “Sensitive Personal Data”, or substantially similar categories of Personal Data, as defined under Data Protection Laws.

(n) “Security Incident” means a breach of security measures leading to accidental or unlawful destruction, loss, alteration, or unauthorized access to or disclosure of Customer Data or StackAdapt Data.

(o) “StackAdapt Data” means (i) all data generated from Customer’s use of the Services (and from other Customers and partners of StackAdapt and its Affiliates) that does not specifically identify Customer, (ii) any data made available by StackAdapt for targeting Users with Ads; all data relating to any error by, issue with, or enhancement to the operation of the Services or interoperability with Data Partners, and (iii) any data that StackAdapt would have regardless of Customer’s use of the Services.

(p) “Third-Party Products” means technology features or functionality that integrates, interoperates with or is accessible through the Services platform, but are not provided by StackAdapt and use of which is at Customer’s sole discretion.

(q) “User” means an individual who, through use of an electronic device, interacts with an Ad, a Customer Site, or any content thereon.

2. Provision of Services.

Subject to the terms and conditions set forth herein, StackAdapt hereby grants Customer a limited, non-exclusive, worldwide, non-transferable, non-sublicensable right and license to access and use the Services. In order to use the Services, Customer is required to create an account and sign in using a corporate email address and may create one or more administrator accounts for designated administrators to access the Services. After initial registration, an administrator may assign additional account user access to other Customer employees, contractors or agents. StackAdapt is not responsible for dissemination of additional account user access, as all requests for additional account user access must be routed to a designated administrator. Customer is responsible for maintaining the confidentiality of any login credentials, and for using commercially reasonable efforts and appropriate technological and organizational measures to prevent unauthorized access to any of the Services. Customer remains responsible for all acts and omissions of all individuals who use its login credentials and shall maintain current records of all individuals to whom it allows access to any Services.

3. StackAdapt Rights and Obligations

(a) Maintenance. StackAdapt shall use commercially reasonable efforts to perform maintenance on the Services during time windows that minimize the impact of any downtime to customers generally. Such maintenance includes routine maintenance to ensure the continued provision of the Services through the continued operation of StackAdapt’s system or upgrading, updating or enhancing the Services. To the extent practicable, StackAdapt shall notify Customer in advance of scheduled maintenance.

(b) Monitoring. StackAdapt reserves the right to monitor Customer usage of the Services for the purpose of ensuring compliance with the terms of this Agreement.

4. Customer Obligations

(a) Acceptable Use. Customer agrees that its use of the Services, including the transfer, upload or provision of Customer Data to StackAdapt and the content of Ads that will be displayed or sent through use of the Services shall at all times be in compliance with all Applicable Laws and StackAdapt’s written policies related to compliance with Applicable Laws or industry standards (the “Acceptable Use Policies”). All Ads are subject to review to ensure that each is in compliance with the Acceptable Use Policies and Applicable Laws; if an Ad does violate either of the foregoing, Customer is responsible for correcting the violation before a campaign is released in respect of such Ad.

(b) Responsibilities. When using the Services, Customer is solely responsible for: (i) distribution of its Ads and implementation of Pixels thereon; (ii) obtaining the necessary intellectual property rights to display and distribute its Ads; and (iii) the placement of Pixels on various Customer Sites where Customer has the right to do so. 

(c) Restrictions. Customer shall be prohibited from (i) attempting to gain unauthorized access to the Services or any related systems or networks, (ii) directly or indirectly modifying, reverse engineering, reverse compiling or disassembling, or causing or permitting any other party to modify, reverse engineer, reverse compile or disassemble, any Services or the StackAdapt API or underlying software or otherwise attempt to view, display or print the Services’ underlying source code; (iii) removing, modifying or obscuring any copyright, trade-mark or other proprietary notices contained in the Services; (iv) reselling or making available to third parties any part or derivative of the Services, (v) unless otherwise authorized by StackAdapt in writing, creating derivative products or services based upon the Services or using StackAdapt Data, (vi) using the Services, any StackAdapt Data, or any part thereof, to build or augment User profiles, or create or enhance any database, data product or service for resale to a third party, (vii) including in Customer Data any data that is inaccurate or that relates to individuals or households that have opted out of targeted advertising, (viii) providing or permitting any third party to provide to StackAdapt any Prohibited Information, or (ix) merging any StackAdapt Data with any Prohibited Information or Personally Identifiable Information or otherwise re-identifying, or attempting to re-identify, an individual (rather than a device) for targeted advertising.

5. Fees, Invoicing and Payment

(a) Amounts Due. Customer acknowledges and agrees that fees and charges due for use of the Services are based on the digital media inventory, data products, and any other products, services or features that Customer chooses to purchase through the Services for the amounts agreed to upon selection. The charges on Customer’s invoice may be inclusive of usage-based charges, third-party pass-through costs and StackAdapt fees for the services and features selected by Customer. Customer will be invoiced monthly in arrears for the sum of its purchases in the prior month. Customer authorizes StackAdapt to invoice the aggregate amount of its purchases without requiring additional written or signed authorization. STACKADAPT MAY REQUIRE CUSTOMER TO EXECUTE AN INSERTION ORDER REGARDING ITS INITIAL ADVERTISING CAMPAIGN, AND THERE MAY BE A REQUIRED MINIMUM CAMPAIGN VALUE IN CONNECTION WITH SUCH INITIAL CAMPAIGN. IF CUSTOMER DECLINES TO AGREE TO ANY REQUIRED MINIMUM CAMPAIGN VALUE, ITS ONLY RECOURSE IS TO DECLINE TO USE THE SERVICES. 

(b) Invoices. If Customer and StackAdapt have executed a Prompt Payment Agreement (a “PPA”) pursuant to which Customer has been approved by StackAdapt for a credit limit and monthly billing, StackAdapt shall send Customer monthly invoices detailing Customer’s advertising campaign activities and amounts due for the previous month’s advertising campaigns in accordance with StackAdapt’s invoice terms set forth on the invoice. StackAdapt’s analytics system shall be the sole basis of measurement for the purpose of determining the Fees. All invoices will be considered accepted by Customer unless Customer notifies StackAdapt to the contrary in writing within 15 days after delivery of the applicable invoice. If Customer has not entered into a PPA, StackAdapt will not provide a monthly invoice unless so requested by Customer.

(c) Payment. Unless the Customer has entered into a PPA, Customer shall pay the Fees either:

1.1 Purpose of the ISS. The purpose of the ISS is to establish:

(d) Currency. For purposes of calculating foreign currency rates for non-U.S dollar currencies, StackAdapt utilizes a risk-adjusted daily exchange rate. Rates are provided via a daily feed from a reputable exchange rate service.

(e) Taxes. Customer shall pay any and all taxes, fees and duties that are paid or payable as a result of or otherwise in connection with the transactions contemplated by this Agreement, including all federal, provincial and local, excise, sales, use, goods and services, harmonized, value added and any taxes or other amounts in lieu thereof (collectively, “taxes”), except for any taxes based on StackAdapt’s net income and certain non-value-add taxes based on StackAdapt’s gross receipts. Fees do not include any taxes that are or may be imposed by law on StackAdapt, Customer or their affiliate, irrespective of whether StackAdapt needs to collect said taxes or Customer is required to account for said taxes and remit them, by any taxing authority or jurisdiction occasioned by, relating to or as a result of the execution of this Agreement or any other matter, good or service provided for under or in connection with this Agreement.

(f) Late Payments. If Customer fails to pay the invoiced amount (other than amounts disputed in good faith) by the applicable due date, then without limiting StackAdapt’s rights and remedies, StackAdapt may charge, and Customer shall pay, interest on such overdue amounts at the rate of 1% per month, calculated daily and compounded monthly (12.68% per annum) both before and after any court judgement in respect of the same from the date such payment was due.

(g) Credit.

6. Intellectual Property and Data 

(a) IP Rights. Apart from the limited licenses granted herein, and subject at all times to the restrictions set forth in Section 4, each party will retain their respective rights to their intellectual property. Customer acknowledges that the Services, StackAdapt Data, any derivative or subset of the foregoing, and all intellectual property and proprietary rights in and to the foregoing, are the sole and exclusive property of StackAdapt and its licensors. StackAdapt acknowledges that Customer’s Ads (including those that StackAdapt may have assisted with creating), Customer Data, and all intellectual property and proprietary rights therein are the sole and exclusive property of Customer. 

(b) License to Customer Data. Customer hereby grants StackAdapt a non-exclusive, worldwide, royalty-free license and right to access, collect (including from Customer Sites), and use Customer Data, including on an pseudonymized and aggregated basis, in connection with the Services. Additionally, StackAdapt may collect, analyze, use and process Customer Data for the purposes of enhancing, improving, optimizing and further developing the Services, including its machine learning models. 

(c) License to Ads. Customer hereby grants to StackAdapt a non-exclusive, worldwide license to reproduce, distribute, display and transmit Customer’s Ads in electronic form via the internet and third-party networks in connection with Customer’s use of the Services. 

(d) Data Partner Liability. Customer agrees that unless otherwise agreed in writing among it, StackAdapt, and any Data Partner, the terms of any exchange of Customer Data are between Customer and such Data Partner. StackAdapt is not liable for such Data Partner’s (i) use, disclosure or other processing of Customer Data or StackAdapt Data, or (ii) the Data Partner’s compliance with all Applicable Laws relevant to its collection, disclosure, use or any other processing of Customer Data.

(e) Feedback. Customer grants to StackAdapt and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback from Customer or its Affiliates regarding the Services.

7. Representations and Warranties 

(a) Customer. Customer represents and warrants that (i) the natural person executing this Agreement, including any Order Forms, Insertion Orders, or SOWs, if applicable, has been duly authorized on behalf of Customer to do so, (ii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not violate or conflict with any Applicable Laws, contractual obligations, or any other arrangements with third parties by which Customer is bound, (iii) Customer’s use of the Services and the StackAdapt API, if applicable, shall be in compliance with all Applicable Laws, (iv) Customer’s Ads do not infringe or misappropriate the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person, (v) Customer’s Ads, when provided to StackAdapt, will not contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, intercept, or expropriate any system, and (vi) Customer’s Ads delivered or served through the Services will not include any materials or links to materials that are unlawful, spam, threatening, harassing, tortious, vulgar, defamatory, obscene, invasive of another’s privacy, hateful, discriminatory, prejudiced or otherwise objectionable.

(b) StackAdapt. StackAdapt represents and warrants that  it has validly entered into this Agreement and has the authority to do so. 

8. Confidentiality.

For purposes of this Agreement, the term “Confidential Information” means non-public information, whether tangible or intangible, that a party or its affiliates designates as being confidential or that, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential, including without limitation the terms set forth in this Agreement, an Order Form or SOW, Customer Data, StackAdapt Data, information about the Services or derivatives thereof, and business or strategic development and marketing plans of either party. Confidential Information will not include information that: (a) was previously known, without obligation of confidentiality, by the receiving party, prior to any disclosure from the disclosing party, (b) is or otherwise becomes available to the public other than by breach of this Agreement by the receiving party, (c) was received without restriction from any person or entity that the receiving party reasonably believes was not in violation of any duty of non-disclosure, or (d) the receiving party developed independently of any disclosures of such information by the disclosing party. Neither party will disclose any Confidential Information to any third party; provided, however, that a party may disclose Confidential Information to its Affiliates, employees, agents and/or independent contractors (collectively, “Representatives”) to whom disclosure is reasonably required, so long as such individuals and entities have agreed to keep such information confidential in the same or a substantially similar manner as provided for in this Agreement. Neither party will use any Confidential Information except as necessary to achieve the purposes of this Agreement. Each party is responsible for any breach of the confidentiality obligations hereunder by any of its Representatives. Each party and its Affiliates will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature (but not less than reasonable care), to keep confidential the Confidential Information. Notwithstanding anything herein to the contrary, a party may disclose Confidential Information in accordance with a judicial or other governmental order or as may be required by Applicable Law; provided, however, that a party so disclosing Confidential Information will give the other party as much advance notice as reasonably possible of any such disclosure so that such party may seek a protective order or other remedy. The disclosing party will comply with any protective order or equivalent relating to the Confidential Information. If there is no protective order, the disclosing party will use reasonable efforts to ensure that only the minimum portion of the Confidential Information necessary to comply with the law or order is disclosed. The parties agree that monetary damages for breach of confidentiality under this Section 8 may not be adequate and the non-breaching party shall be further entitled to seek injunctive or other equitable relief.

9. Privacy and Security.

StackAdapt shall maintain appropriate technical and organizational measures and commercially reasonable and appropriate administrative and physical measures designed to protect Customer Data from a Security Incident as are set forth in DPA, which measures may be amended in StackAdapt’s sole discretion. At all times, in accordance with Applicable Laws, Customer shall: (a) post a conspicuous privacy policy on the Customer Site(s) owned and operated by it that discloses all information to Users that is required by Applicable Laws, including, without limitation, a description of the types of personal data that are collected, an explanation of how and for which purpose(s) personal data will be used or transferred to third parties, such as StackAdapt, and provide any other disclosures to Users as required by Applicable Law, including disclosure that allow StackAdapt access to data to be able to provide the Services; and (b) provide the ability to opt out of advertising cookies or other tracking technologies in accordance with Applicable Law. At all times, in accordance with Applicable Laws, Customer shall secure specific consent to the use of cookies and other tracking technologies that store or access information from User devices. With respect to both Customer Data and StackAdapt Data, the parties agree to comply with the terms of the DPA. 

10. Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS-IS”. STACKADAPT AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. STACKADAPT DOES NOT MAKE ANY REPRESENTATION REGARDING THE BENEFIT THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING THE AVAILABILITY OR DESIRED VOLUME OF DIGITAL MEDIA INVENTORY MEETING CUSTOMER’S SELECTED CRITERIA, OR THAT CUSTOMER WILL BE THE SUCCESSFUL BIDDER ON SUCH INVENTORY. STACKADAPT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND IS NOT LIABLE FOR CUSTOMER’S MISUSE OF THE SERVICES.

11. Indemnification

(a) By StackAdapt. Except for any claim, demand, suit or proceeding arising from Customer’s gross negligence, willful misconduct, or fraud, StackAdapt shall defend Customer and its officers, directors, employees and agents against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer’s use of the Services as permitted hereunder infringes or misappropriates a patent, copyright, trademark or trade secret of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, reasonable attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (i) promptly gives StackAdapt written notice of the Claim Against Customer, (ii) gives StackAdapt sole control of the defense and settlement of the Claim Against Customer (provided that StackAdapt may not settle or defend any Claim Against Customer unless it unconditionally releases Customer of all liability), and (iii) provides to StackAdapt all reasonable assistance in defending such claim, at StackAdapt’s expense. In the event of a Claim Against Customer or in the event that StackAdapt reasonably believes any Service(s) may infringe or misappropriate a third party’s intellectual property rights, then at no cost to Customer, StackAdapt may in its sole discretion (A) modify the Service(s) such that it no longer infringes or misappropriates, without breaching StackAdapt’s warranties above, (B) obtain a license for Customer’s continued use of the affected Service(s) in accordance with this Agreement, or (C) terminate the affected Service(s) or this Agreement upon 30 days’ prior written notice and provide a refund of any prepaid fees applicable to any period following the effective date of termination. The foregoing obligations do not apply to Claims Against Customer arising out of or resulting from, either in whole or in part, (w) any Customer or third-party content, data, software, systems, tools, services or intellectual property, (x) any modification of the Services by Customer or at its direction, (y) any combination of the Services with content, data, software, systems, tools, services or intellectual property provided by Customer or at its direction where such claim would not exist but for such combination, or (z) use of the Services in breach of this Agreement. 

(b) By Customer. Customer shall defend, indemnify and hold StackAdapt and its officers, directors, employees and agents harmless against any claim, demand, suit or proceeding made or brought against StackAdapt by a third party arising out of or relating to Customer Data, Customer’s use of the Services, Customer’s breach of this Agreement, or Customer’s fraud, willful misconduct or gross negligence (a “Claim Against StackAdapt”), and shall indemnify StackAdapt for any damages, regulatory fines, attorney fees and costs of any kind and for all amounts paid by StackAdapt in connection with a Claim Against StackAdapt; provided that StackAdapt (i) promptly gives Customer written notice of the Claim Against StackAdapt, (ii) gives Customer sole control of the defense and settlement of the Claim Against StackAdapt (provided that Customer may not settle or defend any Claim Against StackAdapt unless it unconditionally releases StackAdapt of all liability), and (iii) provides to Customer all reasonable assistance in defending such claim, at Customer’s expense. The foregoing right to control the defense and settlement of a Claim Against StackAdapt shall not apply to any claim made by a regulatory authority of a data subject.

(c) Data Liability. With respect to any Prohibited Information provided to StackAdapt by Customer, Customer shall be liable for any and all costs of its removal from StackAdapt’s systems, including its cloud services providers. Unless otherwise expressly agreed in writing, StackAdapt shall not be liable for any damages to third parties resulting from Customer’s use of the Services to collect, transmit, manage or process Sensitive Information.

(d) Exclusive Remedy. Section 11(a) above states StackAdapt’s sole liability, and Customer’s exclusive remedy, for the type of claim described therein.

(e) Damages. For the sake of clarity, the parties agree that any special, incidental, punitive or consequential damages suffered by a third party that are an element of loss or damage subject to indemnification under this Section 11 shall be considered direct damages hereunder.

12. Limitation of Liability

IN NO EVENT SHALL SHALL STACKADAPT BE LIABLE TO THE CUSTOMER OR ITS AFFILIATES, AGENTS OR SUBCONTRACTORS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE AND/OR PROFIT AND WHETHER OR NOT FORESEEABLE), ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF STACKADAPT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT SHALL STACKADAPT’S TOTAL LIABILITY TO CUSTOMER OR ANY THIRD PARTY EXCEED THE AGGREGATE AMOUNTS PAID TO STACKADAPT, LESS ANY AMOUNTS THAT MAY BE DUE TO THIRD PARTIES FROM SUCH AGGREGATE AMOUNT, UNDER THIS AGREEMENT FOR THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH LIABILITY FIRST AROSE.

13. Term and Termination 

(a) Term. This Agreement commences on the Effective Date and shall continue until terminated in accordance with this Section 13.

(b) Termination. Either party may terminate this Agreement if: (i) the other party materially breaches its obligations hereunder and fails to cure such breach (if curable) within ten business days following the receipt of a written notice specifying the nature of the breach from the party seeking to terminate, or (ii) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition. In addition, StackAdapt may terminate this Agreement for its convenience upon 30 days’ prior written notice to Customer. 

(c) Suspension. Notwithstanding any other provision hereof, StackAdapt shall have the right to immediately suspend access to the Services if StackAdapt has reason to believe, in its sole discretion, that Customer has breached its obligations under Section 4 or Section 9 or is creating a security vulnerability, and may terminate this Agreement immediately upon determination that such breach is incapable of a cure. 

(d) Effect of Termination. Upon termination of this Agreement, without prejudice to any rights or remedies of either party: (i) Customer’s license to access the Services shall be revoked and Customer shall cease use of all StackAdapt Pixels, and (ii) Customer shall promptly pay to StackAdapt all amounts that have accrued prior to the termination, in accordance with their terms. Sections 6, 8, 9, 11, 12 and 15 and any other terms or conditions that, by their nature, would, or are expressed to, survive termination shall do so.

14. Third-Party Products and Beta Services

(a) Third-Party Products. Third-Party Products (which may be referred to as “additional features” on an Order Form) that are clearly designated as such may be made available within the Services platform to interoperate with the Services. Customer acknowledges and agrees that the use of a Third-Party Product (i) may be governed by additional terms of use from the provider of such products, and Customer shall be responsible for compliance in all respects with such terms, (ii) are subject to fees that may be determined by the provider, (iii) may permit the provider to access Customer Data within the Services platform to the extent necessary to provide such products, and (iv) is not monitored, controlled or endorsed by StackAdapt and StackAdapt has no liability whatsoever with respect to the functionality except to the extent of the integration with the Services platform. 

(b) Beta Services. From time to time, Customer may be offered opportunities to use Beta Services. Such services are not “Services” hereunder and are subject to StackAdapt’s policies regarding Beta Services that shall be provided upon acceptance into a Beta program. If Customer is accessing and using any Services that are specifically noted as “Artificial Intelligence” products or services, such services are considered Beta Services and are subject to the terms and conditions found at  https://www.stackadapt.com/legal-document-centre/ai-terms-of-use.

15. Miscellaneous

(a) Governing Law and Venue, Contracting Entity. The StackAdapt entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit depend on where Customer is domiciled. If the Customer is domiciled in North or South America, the contracting party shall be StackAdapt Inc., a company formed under the laws of Ontario, and this Agreement shall be governed, construed and enforced in accordance with the laws of the Province of Ontario, Canada. Exclusive jurisdiction and venue shall be in the courts of Ontario. If the Customer is domiciled in the EMEA region (Europe, the Middle East, Africa), the contracting party shall be StackAdapt UK Limited, a company formed under the laws of England and Wales. The Agreement shall be governed, construed and enforced in accordance with the laws of England and Wales and exclusive jurisdiction and venue shall be in the courts located in London, England. If the Customer is domiciled in the APAC region (Asia, Pacific), the contracting party shall be StackAdapt (Singapore) Pte. Ltd. and this Agreement shall be governed, construed and enforced in accordance with the laws of Singapore, with exclusive jurisdiction and venue in the courts of Singapore. Any debt-recovery actions may be filed in any relevant jurisdiction. 

(b) Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

(c) Assignment. Customer may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without StackAdapt’s prior written consent. Any purported assignment or transfer in violation of this Section 15(c) shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns. 

(d) Entire Agreement. This Agreement, including the Acceptable Use Policies, any Insertion Order, Order Form or SOW issued pursuant hereto, if applicable, and all other terms and conditions that Customer may accept within the Services from time to time, constitutes the entire agreement between the parties and supersedes any prior understandings or discussions relating to the subject matter of this Agreement. 

(e) Waivers. No failure or delay on the part of StackAdapt in exercising any right or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any such right or remedy preclude any exercise of any other right or remedy.

(f) Relationship. Each party is an independent contractor with respect to the other party hereunder. This Agreement shall not be construed to (i) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (ii) authorize any party to enter into any commitment or agreement binding the other party.

(g) Force Majeure. StackAdapt shall not be liable under this Agreement for (or deemed in breach of this Agreement by reason of) any failure, delay or interruption in performing any term or condition of this Agreement due to cause(s) entirely beyond its control. The time for performance following a force majeure event shall be extended for a period equal to the duration of the event.

(h) Severability. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the minimum extent necessary for this Agreement to be enforceable and legal, and this Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.

(i) Notices. All notices and other information to be given by one of the parties to the other shall be given by hand delivery or email to the other party; if to Customer, to the email or physical address specified by Customer in its StackAdapt account or otherwise to the address made known by Customer to StackAdapt. For notices sent by email to StackAdapt: legal@stackadapt.com; if by hand delivery (i) to StackAdapt Inc., at 200 Bay Street, Suite 2103, PO Box #94, Toronto, ON, M5J 2J1, Canada; (ii) if to StackAdapt UK Limited, at StackAdapt ℅ WeWork 123 Buckingham Palace Rd. London, SW1W 9SH United Kingdom; and (iii) if to StackAdapt (Singapore) Pte. Ltd, at StackAdapt ℅ WeWork 109 North Bridge Rd., #05-21, Singapore, 179097. Notices sent by email shall be deemed to have been received by the party to whom it was addressed on the date of transmission or receipt, or if sent on a day that is not a business day or after normal business hours, on the first business day following transmission or receipt. Notices sent by hand delivery shall be deemed to have been received on the date of delivery. Any notice of change of address by a party shall be effective only upon receipt of a notice provided to the other party in accordance with the provisions of this Section 15(i). 

(j) Publicity. Without StackAdapt’s prior written consent, Customer shall not release any information regarding Customer’s relationship with StackAdapt, including in press releases or promotional or merchandising materials. StackAdapt shall have the right to refer to its work for and relationship with Customer for marketing and promotional purposes. No stand‐alone press releases or general public announcements shall be made without the mutual consent of both parties. StackAdapt may publicly disclose in writing the fact that Customer is a customer and may use Customer’s trademarks or service marks for such purpose.