StackAdapt Platform Terms of Use

Last updated and effective: April 17, 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 services (the “Services”) through an internet-accessible proprietary platform (the “Platform”) offered by StackAdapt through the StackAdapt website or through any and all mobile applications through which the Services may be accessed. The Services that may be accessed through the Platform include, without limitation: (1) the ability to purchase, track and manage digital media for the purpose of executing multi-channel digital media advertising campaigns (“Digital Media Ad Services”), (2) the ability to create and execute direct-message marketing campaigns (“Message Marketing Services”), and (3) advanced data-storage and processing capabilities (the “Data Hub”). If you are a new client, the date on which you first create an account (as described in Section 2 below) is hereinafter referred to as the “Effective Date” of your agreement with StackAdapt. If you are a current customer as of the date set forth above, the Effective Date of your agreement with StackAdapt remains the date on which you first created your account; provided, however, that this Agreement applies to your relationship with StackAdapt following the date set forth above. 

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) “Acceptable Use Policy” means the compliance-based policies governing the use of the Services found at: stackadapt.com/legal-document-centre/acceptable-use-policy

(b) “Ad(s)” means the Content that is displayed on digital media inventory to be delivered to Users through the Digital Media Ad Services.

(c) “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.

(d) “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 Client Data and StackAdapt Data, to include without limitation Data Protection Laws (as defined in the DPA), Section 5 of the FTC Act, CAN-SPAM and COPPA.

(e) “Beta Services” means a service or functionality that may be made available to Client to try at its option at no additional charge and that is clearly designated as alpha, beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. 

(f) “Client Data” means the Imported Data, or any data that Client opts to collect and provide to StackAdapt through placement of StackAdapt’s Pixels on Client’s Sites, including Personal Data contained therein, but in all cases excluding StackAdapt Data and excluding StackAdapt IDs..

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

(h) “Content” means any text, data, information, images, graphics, video or any other material contained in Ads or Messages.

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

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

(k) “Imported Data” means all first-party data that Client, or a third-party processor on behalf of Client, imports into the Data Hub or otherwise into the Platform.

(l) “Message” means a communication of Content directed to specific Users through the Message Marketing Services. 

(m) “Online Tracking Technologies” means any technology, tool, or code (including cookies, tags, pixels, SDKs, APIs, local shared objects, and scripts) that enables access to or storage of information on a device, including but not limited to, as embedded on Customer’s Sites, servers, advertisements or creative materials.

(n) “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 Client Site or a User’s interaction with an Ad, or (ii) requests the delivery of an Ad to a Client Site.

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

(p) “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. 

(q) “Prohibited Information” means: (i) any information revealing race or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (ii) an individual’s full date of birth; (iii) maiden name of an individual’s mother; (iv) an individual’s digitized or other electronic signature’  (v) genetic data; (vi) biometric data; (vii) data concerning health, which includes all individually identifiable health information that is subject to the Health Insurance Portability and Accountability Act; (viii) data concerning a natural person’s sex life or sexual orientation; (ix) any personal data regarding a minor under the age of 17, or if Applicable Laws of any jurisdiction otherwise define a child or a minor as another age, then personal data regarding a child as thereby defined by the Applicable Laws; (x) any financial account numbers, including financial institution or bank account number, credit or debit card number security or access code, password, expiration date, PIN associated with financial or customer account information, regardless of whether such information is combined with or stored separately from the financial information or any other information subject to the Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, or the Fair Credit Reporting Act;  (xi) a user name, email address or other unique electronic identifier or routing code, which is sent in combination with a personal identification code, password, or security question and answer that would permit access to an online account; (xii) insurance plan numbers that can be used to identify an individual; (xiii) any government-issued identifiers or identification; (xiv) any information about individuals domiciled outside the United States or Canada; (xv) any data subject to the Family Educational Rights and Privacy Act;,or (xvi) any other “Sensitive Personal Data”, “Special Categories of Data” or substantially similar categories of Personal Data, as defined under Applicable Laws.

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

(s) “StackAdapt Data” means (i) all data generated from Client’s use of the Services, including the Usage Data (and from other Clients and partners of StackAdapt and its Affiliates) that does not specifically identify Client, (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 Client’s use of the Services.

(t) “StackAdapt ID” means any unique identifier that is created, assigned or retained by StackAdapt in respect of each User who interacts with a Client Site. For the avoidance of doubt, StackAdapt IDs are StackAdapt Data.

(u) “Third-Party Services” 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 Client’s sole discretion.

(v) “Usage Data” means all data that is generated by use of the Message Marketing Services, but excluding in all cases Imported Data. 

(w) “User” means an individual who, through use of an electronic device, is the recipient of or interacts with an Ad, a Client Site, a Message or any Content of the foregoing.

2. Provision of Services.

Subject to the terms and conditions set forth herein, StackAdapt hereby grants Client a limited, non-exclusive, worldwide, non-transferable, non-sublicensable right and license to access and use the StackAdapt Services. The Services that may be accessed through the Platform include, without limitation: (1) the ability to purchase, track and manage digital media for the purpose of executing multi-channel digital media advertising campaigns (“Digital Media Ad Services”), (2) the ability to create and execute direct-message marketing campaigns (“Message Marketing Services”), and (3) advanced data-storage and processing capabilities (the “Data Hub”).  In order to use the Services, Client 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 Client 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. Client 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. Client 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 Clients 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 Client in advance of scheduled maintenance.

(b) Monitoring. StackAdapt reserves the right to monitor Client usage of the Services for the purpose of ensuring compliance with the terms of this Agreement. StackAdapt may view, copy and internally distribute Ads or Messages for such purpose. StackAdapt may suspend Client’s access to the Services and may suspend any campaigns immediately if it reasonably believes that Client’s Ads or Messages are not in compliance with this Agreement. Client is responsible for correcting any Ads or Message that are in violation of this Agreement before a campaign is released in respect of such Ad or Message. StackAdapt reserves the right to take any and all measures it deems necessary or appropriate in its sole discretion (whether legal, technical or otherwise) to prevent the Services from being used to send unsolicited Messages (i.e., “spam”) and to address complaints by third parties regarding the sending of such Messages. For the avoidance of doubt, in no instance will StackAdapt be liable for any losses or damages resulting from any suspension of Services due to violations or alleged violations of this agreement. 

(c) Message Delivery. StackAdapt will use commercially reasonable efforts to deliver all Messages, but StackAdapt does not guarantee delivery of all Messages. Third-party filtering services and other policies of recipient email or other direct messaging services may prevent successful delivery of Client’s Messages. StackAdapt is not responsible for any damages arising from a Message failing to reach Client’s intended recipient. 

4. Client Obligations.

(a) Acceptable Use. Client agrees that its use of the Services, including the transfer, upload or provision of Client Data to StackAdapt, Client’s use of any StackAdapt Data that may be provided to it, and the Ads or Messages, including their Content, that will be displayed or sent through use of the Services shall at all times be in compliance with all Applicable Laws and the Acceptable Use Policy . Client is responsible and liable for the accuracy, quality and legality of all Client Data and Content and for the distribution practices of all campaigns that are executed using the Services. 

(b) Responsibilities. When using the Services, Client 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; (iii) the placement of Pixels on various Client Sites where Client has the right to do so and using the Pixels solely to collect data in compliance with Applicable Law; (iv) the distribution of its Messages, including the selection of recipients in a manner that does not violate regulations applicable to electronic mail marketing; (v) the Content of its Messages and Ads; and (vi) with respect to any Services with usage-based limits, monitoring the quantity it has used at any particular time. 

(c) Restrictions. Client 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 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 Client Data any data that is inaccurate or that relates to individuals or households that have opted out of targeted advertising or receipt of direct message marketing, (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.

(d) Data Hub. Client may have access to the Data Hub without charge, subject to certain storage-based quantity limits. The quantity limits may be set forth explicitly in the Platform, or in the absence of explicit limits, Client will be allotted reasonable storage capacity in the Data Hub based on the volume of usage of the Digital Media Ad Services or any other factor that StackAdapt determines in its sole discretion. If and when Client is approaching any such limits, it will be notified by a StackAdapt representative regarding possible resolutions, which may include: (i) export or deletion of data to allow capacity for newer data, or (ii) the purchase of additional storage capacity at the rates determined by StackAdapt, which rates may be modified by StackAdapt at any time but will either be visible in the Platform at the time of purchase or will be as otherwise agreed in writing between Client and StackAdapt. In the event that Client fails to export and delete data within the period directed by StackAdapt, StackAdapt may either invoice Client for extra storage capacity at its designated rates, throttle or suspend Client’s ability to import additional data until Client is within its storage capacity, or delete the minimum quantity of data that is necessary to bring Client’s usage within its designated capacity. Client agrees that StackAdapt will not be liable to Client or any third party for deletion of data as permissible in accordance with this Agreement. Client is solely responsible for exporting or backing up its data prior to termination of this Agreement. 

5. Fees and Charges; Invoicing and Payment.

(a) Amounts Due. Client acknowledges and agrees that fees and charges due for use of the Digital Media Ad Services are based on the digital media inventory, data products, and any other products, services or features that Client chooses to purchase through the Services for the amounts agreed to upon selection. StackAdapt’s analytics system shall be the sole basis of measurement for the purpose of determining the amounts due. The charges on Client’s invoices for Digital Media Ad Services may be inclusive of usage-based charges, third-party pass-through costs and StackAdapt fees for the services and features selected by Client. Charges for the Message Marketing Services will be based on the aggregate quantity of Messages sent. StackAdapt may offer a certain quantity of Messages without charge as a free trial, and thereafter direct Message campaigns will be charged on a cost-per-thousand (“CPM”) basis. The quantity of free Messages that Client has used, the aggregate number of Messages that Client has sent, and the applicable CPM rate will be visible within the Platform. Each CPM increment will be charged as of the first Message over the prior increment (i.e. there will be no pro-ration if less than a 1,000 increment is used). Client will be invoiced monthly in arrears for the sum of its purchases in the prior month. Client 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 Client has been approved by StackAdapt for a credit limit and monthly billing (on “Approved Credit Terms”), StackAdapt shall send Client monthly invoices detailing Client’s activities in the Platform and amounts due for the previous month’s Fees in accordance with the terms set forth thereon. Each invoice will be considered accepted by Client unless Client notifies StackAdapt to the contrary in writing within 15 days after delivery of such invoice. If Client is not on Approved Credit Terms, StackAdapt will not provide a monthly invoice unless so requested by Client.

(c) Payment. Client shall pay the Fees either:

(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.

(g) Taxes. Client 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, Client or their affiliate, irrespective of whether StackAdapt needs to collect said taxes or Client 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 Client 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 Client 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.

(h) Free Services. Client agrees that to the extent the Message Marketing Services, the Data Hub, or any other Services are provided without charge, unless otherwise agreed in writing between StackAdapt and Client, StackAdapt is not obligated to continue providing such Services without charge, and Client is advised not to rely on continued use of such Services without charge. 

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. Client acknowledges that the Services, StackAdapt Data, StackAdapt IDs, 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 Client’s Ads (including those that StackAdapt may have assisted with creating), Client’s Messages, Client Data, and all intellectual property and proprietary rights therein are the sole and exclusive property of Client. 

(b) Client Data; Licenses. Client hereby grants StackAdapt a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license and right to access, collect (including from Client Sites), and use Client Data, including on a pseudonymized and aggregated basis, in connection with the Services and to create statistical information. Additionally, StackAdapt may collect, analyze, use and process Client Data for the purposes of enhancing, improving, optimizing, analyzing the performance of, and further developing the Services, including its machine learning models. 

(c) License to StackAdapt Data. StackAdapt hereby grants Client the right to access, view, process, store and transfer Usage Data or other StackAdapt Data provided to it solely in connection with its use of the Services and for its internal business purposes during the term of this Agreement. 

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

(e) Data Partner Liability. Client agrees that unless otherwise agreed in writing among it, StackAdapt, and any Data Partner, the terms of any exchange of Client Data are between Client and such Data Partner. StackAdapt is not liable for such Data Partner’s (i) use, disclosure or other processing of Client 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 Client Data.

(f) Feedback. Client 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 Client or its Affiliates regarding the Services.

7. Representations and Warranties.

(a) Client. Client represents and warrants that (i) the natural person that executes, if applicable, any Order Forms, Insertion Orders, or SOWs, has been duly authorized on behalf of Client to do so, (ii) the execution, delivery and performance of this Agreement and the transactions contemplated herein do not and will not violate or conflict with any Applicable Laws, contractual obligations, or any other arrangements with third parties to which Client is bound, (iii) Client’s use of the Services shall be in compliance with all Applicable Laws and the Acceptable Use Policy, (iv) Client’s Ads and Messages, including their Content, do not infringe or misappropriate theintellectual property, publicity, privacy or any other rights of any third person and it owns or otherwise legally obtained all necessary rights and permissions to use and distribute the Ads and Messages, and for StackAdapt to do the same on Client’s behalf, (v) it has all necessary permissions and valid consents required to provide Client Data to StackAdapt, (vi) Client’s Ads and Messages, 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 (vii) Client’s Ads and Messages 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, Client 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 Client 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, Client shall: (a) post a conspicuous privacy policy on the Client 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; (b) provide all notices and obtain all necessary consents required by Applicable Laws to enable StackAdapt to deploy Online Tracking Technologies lawfully on and collect data from the devices of all recipients of Messages or Ads; and (c) provide the ability to opt out of or opt into advertising cookies or other Online Tracking Technologies in accordance with Applicable Law. At all times, in accordance with Applicable Laws, Client shall secure specific consent to the use of Online Tracking Technologies that store or access information from User devices.  Further, with respect to both Client Data and StackAdapt Data, the parties agree to comply with the terms of the DPA, which sets forth each party’s obligations regarding the processing and security of Personal Data and is incorporated into and forms an integral part of this Agreement. 

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 (A) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS,  BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR (B) THERE WILL BE NO LOSS OF DATA, OR (C)  THE TRANSMISSION OF MESSAGES THROUGH THE INTERNET WILL BE SECURE. 

11. Indemnification.

(a) By StackAdapt. Except for any claim, demand, suit or proceeding arising from Client’s gross negligence, willful misconduct, or fraud, StackAdapt shall defend Client and its officers, directors, employees and agents against any claim, demand, suit or proceeding made or brought against Client by a third party alleging that Client’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 Client”), and shall indemnify Client for any damages, reasonable attorney fees and costs finally awarded against Client as a result of, and for amounts paid by Client under a court-approved settlement of, a Claim Against Client; provided that Client (i) promptly gives StackAdapt written notice of the Claim Against Client, (ii) gives StackAdapt sole control of the defense and settlement of the Claim Against Client (provided that StackAdapt may not settle or defend any Claim Against Client unless it unconditionally releases Client 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 Client 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 Client, 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 Client’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 Client arising out of or resulting from, either in whole or in part, (w) any Client or third-party content, data, software, systems, tools, services or intellectual property, (x) any modification of the Services by Client or at its direction, (y) any combination of the Services with content, data, software, systems, tools, services or intellectual property provided by Client 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 Client. Client 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 Client Data, Client’s use of the Services, Client’s breach of this Agreement, or Client’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 Client written notice of the Claim Against StackAdapt, (ii) gives Client sole control of the defense and settlement of the Claim Against StackAdapt (provided that Client may not settle or defend any Claim Against StackAdapt unless it unconditionally releases StackAdapt of all liability), and (iii) provides to Client all reasonable assistance in defending such claim, at Client’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 Client, Client 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 Client’s use of the Services to collect, transmit, manage or process Prohibited Information.

(d) Exclusive Remedy. Section 11(a) above states StackAdapt’s sole liability, and Client’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 CLIENT 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 14.

(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 (10) 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 Client. Following any termination for convenience, both parties shall endeavor in good faith to honor any existing campaigns remaining in flight as of the effective date of termination.

(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 Client 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) Client’s license to access the Services shall be revoked and Client shall cease use of all StackAdapt Pixels, and (ii) Client shall promptly pay to StackAdapt all amounts due that have accrued prior to the termination. Sections 6, 8, 9, 12, 13 and 16 and any other terms or conditions that, by their nature, would, or are expressed to, survive termination shall do so.

14. Third-Party Services and Beta Services.

(a) Third-Party Services. Third-Party Services (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. Client acknowledges and agrees that the use of a Third-Party Service (i) may be governed by additional terms of use from the provider of such products, and Client 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 Client 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, Client 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 Client 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 Client is domiciled. If the Client 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 Client 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 Client 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. Client 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 Client 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 Client, to the email or physical address specified by Client in its StackAdapt account or otherwise to the address made known by Client 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, Client shall not release any information regarding Client’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 Client 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 Client is a customer and may use Client’s trademarks or service marks for such purpose.