Welcome to CLIADS. These Terms and Conditions (hereinafter, "Terms") govern Your access to and use of the CLIADS platform and Services. By accessing or using the Platform, You hereby agree to be bound by these Terms, which constitute a legally binding agreement between You and CLIADS. Your continued use of the Platform signifies Your acceptance of all provisions herein.

For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

2.1. CLIADS provides a platform-as-a-service designed to enable Publishers to effectively manage, optimize, and monetize their Ad Inventory through Programmatic Advertising.

2.2. The Platform hereby facilitates the automated buying and selling of Ad Inventory by integrating with various ad exchanges, Demand-Side Platforms (DSPs), and other ad tech intermediaries.

2.3. Services provided by CLIADS include, without limitation: inventory management tools, yield optimization algorithms, real-time analytics and reporting functionalities, and support for various ad formats.

3.1. To access and utilize the Services, Publisher shall complete the registration process by providing accurate, current, and complete information as requested by CLIADS.

3.2. CLIADS reserves the right to conduct verification procedures, including but not limited to identity and inventory validation, prior to or during Publisher's use of the Platform.

3.3. Publisher shall be solely responsible for maintaining the confidentiality and security of its account credentials, including username and password, and for all activities that occur under its account, irrespective of whether such activities were authorized by Publisher.

3.4. Publisher shall immediately notify CLIADS of any suspected unauthorized access or use of its account. CLIADS shall not be liable for any loss or damage arising from Publisher's failure to comply with this obligation.

3.5. CLIADS reserves the right to suspend or terminate Publisher's account at its sole discretion, with or without cause, including but not limited to, violations of these Terms, suspected fraudulent activity, or non-compliance with verification requirements.

4.1. Publisher hereby warrants and represents that it possesses all necessary rights, licenses, and permissions to make available and sell the Ad Inventory via the Platform.

4.2. Publisher shall ensure that all Ad Inventory provided is valid, uncompromised, and complies with all applicable laws, regulations, and industry standards, including but not limited to, those set forth by the Interactive Advertising Bureau (IAB).

4.3. Publisher's content and Ad Inventory shall not contain, promote, or link to any material that is illegal, fraudulent, defamatory, obscene, infringing, or harmful, nor any content that is discriminatory, hate speech, or promotes violence.

4.4. Publisher shall implement and maintain robust measures for traffic quality and fraud prevention to ensure that impressions generated are legitimate and originate from real users. CLIADS reserves the right to audit Publisher's traffic quality and to withhold payments for impressions deemed fraudulent.

4.5. Prohibited content and practices include, but are not limited to, the generation of artificial traffic, bot traffic, automated clicks, or any other method intended to generate false impressions or clicks.

4.6. Publisher shall fully comply with all technical specifications and implementation guidelines provided by CLIADS for the integration of Ad Inventory.

5.1. CLIADS shall pay Publisher a percentage of the net advertising revenue generated from the sale of Publisher's Ad Inventory through the Platform, as mutually agreed upon in writing or displayed within the Platform's reporting interface (the "Revenue Share").

5.2. A minimum payment threshold shall be applicable, as specified within the Platform. Payments shall be processed only once the Publisher's accrued earnings meet or exceed this threshold.

5.3. Payments shall be made on a Net 60 basis, following the end of the calendar month in which the revenue was generated, and subject to the minimum payment threshold. Payment methods shall be specified by CLIADS.

5.4. CLIADS shall provide Publisher with access to detailed reporting within the Platform, which shall constitute the basis for invoice generation and payment calculations. Any disputes regarding payment amounts must be submitted in writing to CLIADS within thirty (30) days of the report date.

5.5. CLIADS reserves the right to withhold payments or recoup amounts previously paid if CLIADS determines, in its sole discretion, that impressions or clicks were generated through fraudulent activity, non-compliance with these Terms, or other illicit means.

5.6. Publisher shall be solely responsible for all applicable taxes, duties, and levies arising from the revenue generated through the Platform.

5.7. Accounts deemed dormant (no activity or earnings above threshold for a specified period, e.g., 12 months) may be subject to administrative fees or forfeiture of accrued earnings, as per CLIADS' policy.

6.1. Both CLIADS and Publisher shall comply with all applicable data protection and privacy laws and regulations, including but not limited to GDPR, CCPA, and any local laws governing Personal Data and User Data.

6.2. Publisher shall obtain all necessary consents from end-users for the collection, processing, and sharing of User Data and Bidstream Data, as required by applicable laws and industry standards.

6.3. CLIADS' collection, usage, and processing of Personal Data, User Data, and Bidstream Data shall be governed by CLIADS' Privacy Policy, hereby incorporated by reference.

6.4. Data retention policies shall comply with legal requirements and be outlined in CLIADS' Privacy Policy. CLIADS implements appropriate technical and organizational measures to ensure the security of data processed through the Platform.

6.5. CLIADS may share aggregated or anonymized data with third-party partners for purposes of improving the Services, analytics, or industry reporting, provided such sharing complies with its Privacy Policy and applicable laws.

7.1. All intellectual property rights in and to the Platform, Services, software, technology, documentation, and any CLIADS trademarks or logos are and shall remain the exclusive property of CLIADS.

7.2. CLIADS hereby grants Publisher a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services solely for the purpose of monetizing Publisher's Ad Inventory in accordance with these Terms.

7.3. Publisher shall not, directly or indirectly, reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform or Services.

7.4. Publisher's use of CLIADS' trademarks or logos shall be strictly prohibited without explicit prior written consent from CLIADS.

7.5. Both parties shall protect the other's proprietary and confidential information with at least the same degree of care as they protect their own confidential information of a similar nature.

8.1. Publisher shall adhere to acceptable use policies, prohibiting any activity that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform.

8.2. Prohibited activities include, but are not limited to: generating artificial traffic, implementing malware or viruses, engaging in misleading or deceptive practices, or any activity that compromises brand safety.

8.3. Ad Inventory must meet quality standards, including legitimate traffic sources, appropriate content context, and adherence to CLIADS' brand safety guidelines, as may be updated from time to time.

8.4. Publisher shall ensure that Ad Inventory meets industry-standard viewability metrics, and CLIADS reserves the right to implement policies or adjustments based on viewability performance.

9.1. The CLIADS Platform integrates with various third-party ad exchanges, DSPs, Data Management Platforms (DMPs), and other service providers to facilitate the delivery of Services.

9.2. Publisher acknowledges that the availability and functionality of such third-party services are beyond CLIADS' control, and CLIADS shall not be liable for any interruptions, errors, or issues arising from third-party integrations.

9.3. CLIADS may use third-party analytics and measurement partners to monitor and report on platform performance. Data shared with such partners shall be in accordance with CLIADS' Privacy Policy.

9.4. CLIADS hereby disclaims all liability for the content, privacy policies, or practices of any third-party websites or services linked to or integrated with the Platform.

10.1. CLIADS represents that it will use commercially reasonable efforts to make the Platform and Services available on a continuous basis, subject to scheduled maintenance and unforeseen downtime.

10.2. Notwithstanding the foregoing, CLIADS does not warrant that the Services will be uninterrupted, error-free, or completely secure. Publisher acknowledges that the nature of internet-based services involves inherent risks.

10.3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIADS HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLIADS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; (III) ANY CONTENT OBTAINED FROM THE PLATFORM; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

11.2. CLIADS' TOTAL AGGREGATE LIABILITY TO PUBLISHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF REVENUE SHARE PAID BY CLIADS TO PUBLISHER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3. Publisher shall indemnify, defend, and hold harmless CLIADS, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Publisher's breach of these Terms; (b) Publisher's Ad Inventory or content; (c) Publisher's gross negligence or willful misconduct; or (d) any third-party claims alleging infringement of intellectual property rights by Publisher's Ad Inventory.

11.4. Neither party shall be liable for any failure or delay in performance hereunder due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, civil unrest, labor disputes, governmental acts, or internet outages (Force Majeure).

12.1. "Confidential Information" means the SDKs and other non-public information, whether technical, business, or otherwise, that is disclosed by CLIAds in connection with these Terms, and that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

12.2. Publisher shall protect the Disclosing Party's Confidential Information with the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care. The Publisher shall not use the Disclosing Party's Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under these Terms.

12.3. Exceptions to confidentiality obligations include information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the Publisher prior to its disclosure hereunder; (c) is independently developed by the Publisher without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

12.4. The obligations of confidentiality hereunder shall survive the termination of these Terms for a period of three (3) years.

13.1. These Terms shall commence upon Publisher's initial access to or use of the Platform and shall continue until terminated by either party as set forth herein.

13.2. Either party may terminate these Terms and Publisher's access to the Services (a) with cause, upon written notice, if the other party breaches any material provision of these Terms and fails to cure such breach within thirty (30) days after receiving written or email notice thereof; or (b) without cause, upon thirty( 30) days' prior written notice to the other party.

13.3. Upon termination of these Terms for any reason, Publisher's right to use the Services shall immediately cease, and Publisher shall remove all CLIADS integration code from its Ad Inventory.

13.4. Sections 1, 5.5, 5.6, 6, 7, 10, 11, 12, 13.4, 14, and 16 shall survive any termination or expiration of these Terms.

14.1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

14.2. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be submitted to good faith negotiations between the parties.

14.3. If the parties are unable to resolve the dispute through negotiation within sixty (60) days, either party may initiate binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware

14.4. Publisher hereby waives any right to participate in a class-action lawsuit or class-wide arbitration against CLIADS concerning any dispute related to these Terms or the Services.

15.1. CLIADS reserves the right, at its sole discretion, to modify or replace these Terms at any time. CLIADS shall provide notice of such changes by updating the "Last Updated" date at the top of these Terms or by providing other reasonable notification.

15.2. Your continued use of the Platform and Services following the effectiveness of any modifications to these Terms shall constitute Your acceptance of such modifications.

15.3. Any modifications to these Terms shall apply prospectively only and shall not retroactively affect any rights or obligations that arose prior to the effective date of the modifications, unless explicitly stated otherwise.

16.1. These Terms, together with any applicable insertion orders or addendums, constitute the entire agreement between Publisher and CLIADS concerning the subject matter hereof and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

16.2. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3. The failure of CLIADS to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4. Publisher may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of CLIADS. CLIADS may assign or transfer these Terms without restriction.