PUBLISHER TERMS & CONDITIONS

For purposes of these Terms:

• “Ad Inventory” means advertising opportunities made available by Publisher through websites, mobile applications, connected devices or other approved digital properties.
• “Advertising Revenue” means amounts attributable to valid advertising activity generated through the Services and recognized by AdOpsGuy, subject to these Terms.
• “Applicable Law” means all laws, rules, regulations, regulatory requirements and binding industry requirements applicable to a Party or the Services.
• “Demand Partner” means any advertiser, agency, demand-side platform, exchange, ad network, reseller or other advertising demand source connected directly or indirectly to AdOpsGuy.
• “Invalid Traffic” or “IVT” includes fraudulent, artificial, incentivised, automated, manipulated, non-human or otherwise invalid impressions, requests, clicks, conversions or other advertising activity.
• “Net Revenue” means Advertising Revenue actually recognized by AdOpsGuy from applicable Demand Partners for valid advertising activity, after adjustments including invalid traffic deductions, discrepancies, refunds, chargebacks, credits, taxes collected on behalf of governmental authorities where applicable, demand-partner deductions and other adjustments permitted under these Terms.
• “OpenRTB” means the applicable OpenRTB protocol or other programmatic advertising protocol used between the Parties.
• “Publisher Properties” means websites, applications and other digital properties approved by AdOpsGuy for participation in the Services.
• “Services” means AdOpsGuy’s OpenRTB, SSP, programmatic advertising, demand aggregation, monetisation and related technology and services.

AdOpsGuy may provide Publisher access to advertising demand through OpenRTB integrations, server-to-server integrations, APIs, endpoints, tags or other approved technical methods.

Publisher may transmit eligible advertising opportunities to AdOpsGuy, and AdOpsGuy may make such opportunities available to Demand Partners.

Nothing in these Terms guarantees:

• (a) any minimum number of bid responses;
• (b) any minimum fill rate;
• (c) any minimum CPM or other advertising price;
• (d) any minimum amount of Advertising Revenue; or
• (e) that any particular Demand Partner will purchase Publisher inventory.

AdOpsGuy may modify, optimise, restrict or discontinue any portion of the Services where reasonably necessary for operational, security, compliance, commercial or technical purposes.

Publisher shall only provide inventory from Publisher Properties that Publisher owns, operates or is legally authorised to monetise.

Publisher shall provide accurate information regarding each Publisher Property when reasonably requested by AdOpsGuy.

Publisher shall not knowingly misrepresent:

• (a) domain or application identity;
• (b) advertising placement;
• (c) device type;
• (d) geographic location;
• (e) advertising format;
• (f) supply-chain information;
• (g) seller identity;
• (h) inventory ownership;
• (i) user or consent information; or
• (j) any OpenRTB field or signal.

Publisher shall maintain accurate ads.txt, app-ads.txt, sellers.json, schain and other applicable supply-chain transparency information where required or reasonably requested.

Publisher shall ensure that bid requests transmitted to AdOpsGuy comply with applicable OpenRTB specifications and AdOpsGuy’s reasonable technical requirements.

Publisher shall not intentionally manipulate bid requests, auction mechanics, floor prices, identifiers, device information, consent signals, impression data or other information for the purpose of misleading AdOpsGuy or a Demand Partner.

AdOpsGuy may reject, filter or disregard bid requests that are malformed, incomplete, suspicious, duplicated or otherwise inconsistent with these Terms.

Publisher shall not knowingly provide inventory associated with content or activity that:

• (a) violates Applicable Law;
• (b) infringes intellectual property or other third-party rights;
• (c) contains malware, malicious code or deceptive downloads;
• (d) facilitates fraud or unlawful activity;
• (e) materially misrepresents content or functionality;
• (f) generates artificial advertising activity;
• (g) violates applicable Demand Partner policies communicated to Publisher;
• (h) contains content prohibited by applicable advertising laws or binding platform requirements; or
• (i) otherwise creates material legal, security, fraud or brand-safety risk.

AdOpsGuy may suspend or reject inventory reasonably suspected of violating this Section while the matter is investigated.

Publisher shall not generate, purchase, encourage or knowingly permit Invalid Traffic.

Invalid Traffic may include:

• bots or automated traffic;
• click farms;
• impression farms;
• artificial page refreshes;
• hidden or stacked advertisements;
• forced advertising interactions;
• manipulated device identifiers;
• fraudulent applications or domains;
• domain spoofing;
• unauthorized reselling;
• misleading supply-chain declarations;
• activity classified as invalid by a Demand Partner or recognised fraud-detection system.

AdOpsGuy may investigate suspected Invalid Traffic and may use its own systems and information received from Demand Partners and third-party verification providers.

Amounts attributable to Invalid Traffic are not payable.

Advertising Revenue may be calculated using reporting generated by AdOpsGuy and/or its Demand Partners.

The Parties acknowledge that discrepancies may occur between Publisher reporting, AdOpsGuy reporting and Demand Partner reporting due to differences in time zones, counting methodology, filtering, latency, fraud detection and technical implementation.

Unless otherwise agreed in writing, AdOpsGuy’s finalized reporting, taking into account applicable Demand Partner reporting and adjustments, shall be used for invoicing and payment purposes.

Publisher shall notify AdOpsGuy of any material reporting dispute within thirty (30) days after the relevant reporting period. Failure to notify within this period may result in the relevant reporting being treated as accepted, subject to manifest error or fraud.

Unless otherwise specified in the applicable Publisher Agreement, payments shall be made on a Net 60 basis.

Payment for a calendar month’s eligible Net Revenue shall therefore ordinarily become due within sixty (60) days following the end of that calendar month, subject to reconciliation, receipt of required invoices and documentation, applicable deductions, and these Terms.

The minimum payment threshold shall be USD 500, unless otherwise agreed in writing.

Where the amount payable is below the applicable threshold, the balance may be carried forward until the threshold is reached.

Publisher is responsible for providing accurate:

• banking information;
• beneficiary information;
• invoices;
• tax documentation; and
• other reasonably required payment information.

AdOpsGuy shall not be responsible for delays resulting from inaccurate or incomplete payment information supplied by Publisher.

Programmatic advertising transactions may be subject to subsequent review by Demand Partners.

AdOpsGuy may make reasonable adjustments to Publisher revenue for:

• Invalid Traffic;
• fraud;
• chargebacks;
• refunds;
• advertiser credits;
• billing discrepancies;
• duplicate activity;
• measurement errors;
• policy violations;
• technical errors;
• Demand Partner deductions attributable to Publisher inventory.

Where an adjustment occurs after Publisher has already been paid, AdOpsGuy may offset the corresponding amount against future payments or seek repayment where appropriate.

AdOpsGuy shall not make arbitrary deductions unrelated to Publisher inventory or the Services.

Except where otherwise expressly agreed in writing, amounts payable to Publisher are based on Net Revenue recognized by AdOpsGuy.

Where a Demand Partner fails to pay AdOpsGuy because of Invalid Traffic, Publisher breach, Publisher inventory quality, fraud or other circumstances attributable to Publisher, the corresponding amount may be withheld or deducted from amounts payable to Publisher.

Where non-payment is unrelated to Publisher, AdOpsGuy will use commercially reasonable efforts to recover amounts owed.

Each Party shall be responsible for taxes legally imposed upon it.

Payments may be subject to withholding, TDS, GST or other deductions where required by Applicable Law.

Publisher shall provide valid invoices and applicable tax information where required.

Nothing in these Terms constitutes tax advice.

Each Party shall comply with Applicable Law relating to privacy and data protection, including, where applicable, the Digital Personal Data Protection Act, 2023, rules made thereunder, and other applicable privacy legislation.

Publisher is responsible for providing legally required notices and obtaining legally required permissions or consents relating to Publisher Properties and the transmission of information through the Services.

Where required, Publisher shall accurately transmit applicable consent, privacy and opt-out signals through OpenRTB or another mutually supported technical mechanism.

Neither Party shall knowingly instruct the other Party to process personal data unlawfully.

The Parties may execute additional data-protection terms where reasonably necessary.

Publisher shall not knowingly transmit personal data relating to children in circumstances prohibited by Applicable Law.

Publisher shall implement legally required consent or age-related measures where its Publisher Properties are directed towards or knowingly used by children.

Each Party shall implement commercially reasonable technical and organisational measures designed to protect systems and information used in connection with the Services.

Publisher shall promptly notify AdOpsGuy of any known or reasonably suspected security incident materially affecting the integration, bid requests or information supplied to AdOpsGuy.

Each Party retains ownership of its pre-existing intellectual property.

AdOpsGuy retains all rights in its technology, software, APIs, systems, documentation, algorithms, integrations, platform and proprietary methodologies.

Publisher retains ownership of its Publisher Properties, content, trademarks and other Publisher materials.

Except as necessary to perform the Services, neither Party receives ownership of the other Party’s intellectual property.

Each Party represents that:

• (a) it has authority to enter into the applicable Publisher Agreement;
• (b) execution of the agreement does not knowingly violate another binding obligation applicable to it; and
• (c) it shall comply with Applicable Law in performing its obligations.

Publisher additionally represents that it has the rights necessary to make the relevant inventory available for monetisation.

Publisher shall indemnify and hold harmless AdOpsGuy, KYW Digital Solutions Private Limited and their directors, officers and employees against third-party claims, losses, liabilities and reasonable costs arising from:

• (a) Publisher’s material breach of these Terms;
• (b) Publisher’s violation of Applicable Law;
• (c) Publisher inventory or content infringing third-party rights;
• (d) fraud or Invalid Traffic attributable to Publisher;
• (e) material misrepresentation of Publisher inventory; or
• (f) Publisher’s unlawful processing or transmission of personal data.

AdOpsGuy shall similarly indemnify Publisher against third-party claims arising directly from AdOpsGuy’s material breach of these Terms, infringement by AdOpsGuy’s proprietary technology, or violation of Applicable Law, subject to the limitations contained herein.

Except as expressly stated in these Terms, the Services are provided on an “as available” basis.

To the maximum extent permitted by Applicable Law, AdOpsGuy does not warrant uninterrupted availability, particular advertising demand, fill rates, revenue levels or results.

Nothing in this Section excludes warranties that cannot legally be excluded.

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for indirect, incidental, special, exemplary, punitive or consequential damages, including loss of anticipated profits or business opportunities, arising from these Terms.

Except for payment obligations, fraud, wilful misconduct, confidentiality breaches, intellectual-property infringement, indemnification obligations or liabilities that cannot legally be limited, each Party’s aggregate liability arising from the Services shall not exceed the amounts paid or payable to Publisher under the applicable Publisher Agreement during the six (6) months preceding the event giving rise to the claim.

AdOpsGuy may immediately suspend all or part of Publisher’s access to the Services where AdOpsGuy reasonably believes that:

• Invalid Traffic is occurring;
• Publisher inventory creates legal or brand-safety risk;
• Publisher has materially breached these Terms;
• Publisher’s integration threatens security or platform stability;
• suspension is requested by a Demand Partner in relation to Publisher inventory;
• suspension is required by Applicable Law.

Where reasonably practicable, AdOpsGuy shall notify Publisher of the suspension.

These Terms remain applicable for as long as Publisher uses the Services or an applicable Publisher Agreement remains in effect.

Unless a different notice period is specified in the Publisher Agreement, either Party may terminate the relationship upon thirty (30) days’ written notice.

Either Party may terminate immediately for:

• (a) material breach that is incapable of remedy;
• (b) material breach not remedied within a reasonable cure period after written notice;
• (c) fraud;
• (d) serious or repeated Invalid Traffic;
• (e) insolvency; or
• (f) circumstances requiring termination under Applicable Law.

Termination shall not affect rights and obligations accrued before termination.

Following termination:

• Publisher shall cease transmitting inventory where requested;
• outstanding eligible amounts shall be reconciled;
• fraud and Invalid Traffic adjustments may continue to be applied;
• provisions intended by their nature to survive shall remain effective.

Each Party shall protect confidential commercial, financial, technical and business information received from the other Party and shall use such information only for purposes of the relationship.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully obtained without confidentiality restriction, or required to be disclosed by law.

Neither Party may issue a press release announcing the commercial relationship without the other Party’s prior written consent.

Neither Party may use the other’s trademarks or logos publicly except with permission or as otherwise expressly agreed.

Each Party shall comply with laws applicable to its activities under these Terms, including applicable advertising, privacy, intellectual-property, anti-bribery, sanctions, tax and cybersecurity requirements.

Publisher shall not use the Services for any unlawful purpose.

Neither Party shall offer, promise, authorize or provide any unlawful payment, kickback or improper benefit in connection with the Services.

Publisher may not assign its Publisher Agreement or these Terms without AdOpsGuy’s prior written consent, except as part of a bona fide merger, corporate restructuring or sale of substantially all relevant business assets, subject to written notice and Applicable Law.

AdOpsGuy may assign its rights and obligations to an affiliate, successor or acquirer of the relevant business.

The Parties are independent contracting entities.

Nothing in these Terms creates a partnership, employment relationship, fiduciary relationship, franchise, agency or joint venture between AdOpsGuy and Publisher.

Neither Party may bind the other except where expressly authorised in writing.

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, governmental action, widespread internet or infrastructure failure, cyber incidents not caused by that Party’s failure to use reasonable security measures, or similar events.

Payment obligations already accrued are not excused by this Section.

Formal notices under these Terms may be delivered electronically to the business contact specified in the applicable Publisher Agreement or to another address subsequently designated in writing.

Notices to AdOpsGuy may be sent to:

KYW Digital Solutions Private Limited
89 First Floor, Khizrabad, Jamia Nagar,
New Friends Colony, New Delhi – 110025, India
Email: hi@adopsguy.com

AdOpsGuy may update these Terms from time to time to reflect changes in law, technology, industry standards or the Services.

Material changes shall apply prospectively following publication or reasonable notice.

Where an executed Publisher Agreement specifies that amendments require mutual written agreement, that provision shall prevail.

These Terms and any Publisher Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

The Parties shall first attempt in good faith to resolve any dispute through commercial discussions.

If the dispute is not resolved within thirty (30) days after written notice of the dispute, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties.

The seat and venue of arbitration shall be New Delhi, India.

The language of arbitration shall be English.

Nothing prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Subject to the arbitration provision above, the courts at New Delhi, India shall have exclusive jurisdiction.

If any provision is held invalid or unenforceable, the remaining provisions shall continue in effect to the maximum extent permitted by law.

Failure to enforce a provision shall not constitute a waiver of that provision or any other right.

These Terms, together with the applicable Publisher Agreement and any expressly incorporated schedules, constitute the agreement between AdOpsGuy and Publisher concerning the Services.

Where the Publisher Agreement contains terms inconsistent with these Terms, the Publisher Agreement shall prevail for that specific subject matter.

Questions regarding these Publisher Terms and Conditions may be directed to:

KYW Digital Solutions Private Limited
Operating as AdOpsGuy
Email: support@adopsguy.com
Website: adopsguy.com