Version 1.0
Last updated: 7/21
This
Agreement creates a contract between you ("You") and Pontiac Intelligence LLC ("
Pontiac", "we" or "us"). Please read the Agreement carefully. To confirm your
understanding and acceptance of the Agreement, check the box indicating that you
"Agree".
If you do not agree with the terms of this Agreement, do not check
the "I Agree" box, access or use the Pontiac Platform (as defined below), or
download any software or applications from us. If you do not agree to the terms
of this Agreement, You may not use our Services or the Pontiac Platform.
INTRODUCTION TO THE PONTIAC PLATFORM AND THE SERVICES
This Agreement governs Your use of our services ("Services"), through which
you can establish media buying campaigns that allow You to purchase space
for advertisements that you create or supply ("Ads") on websites and in
other digital media. Our Services include the Pontiac self-service digital
media trading platform and the software, code, applications and processes
that constitute it or to which you are given access through this Agreement,
together with any modified versions, copies, upgrades, updates, and
additions (the "Pontiac Platform"). The Pontiac Platform is accessed through
a browser, and to use our Services and the Pontiac Platform you need
compatible hardware, software (latest version recommended and sometimes
required) and Internet access (fees may apply). Our Services’ performance
may be affected by these factors.
The Pontiac Platform is currently accessible through Google Chrome. It may be
accessible through additional browsers from time to time, as indicated in
our Documentation.
You may have one or more other written agreements
with us or with our parent company, Programmatic Mechanics LLC, that
supplement or supersede portions of this Agreement.
The Pontiac
Platform is LICENSED to you, not sold. You will not own the Pontiac Platform
in any form, even after you access it or download it or elements of it. Your
license to use the Pontiac Platform is only granted pursuant to the terms of
this Agreement. Use of some third-party platforms accessed through the
Services (such as exchanges) may be subject to additional terms and
conditions.
Your use of the Pontiac Platform and our Services,
including any media purchases made through the Pontiac Platform, are
additionally governed by our Terms and Conditions of Service, as in effect
from time to time. Please review the Terms and Conditions of Service
carefully.
LICENSE
Subject to Your ongoing compliance with this Agreement and
payment of the applicable Fees (as defined below), Pontiac grants you a
non-exclusive, revocable, non-transferable and limited license to access and
use the Pontiac Platform during the License Term in a manner consistent with
the terms of this Agreement, the Terms and Conditions of Service and
applicable Documentation. Upon the expiration or termination of the License
Term, you will no longer have the right to use or access the Pontiac
Platform. The rights that are licensed to you under this Agreement are
limited to those expressly granted in this Agreement, and Pontiac reserves
all other rights.
As a condition of your License, you may not: copy,
modify, translate, reverse engineer, decompile, disassemble, otherwise
attempt to derive the source code of, tamper with, obtain or use a "dev key"
for, or create derivative works based upon the Pontiac Platform, including
the content or third-party applications made available via the Services, or
any portion thereof; sell, rent, lease, sub-lease, sub-license, transfer,
distribute, broadcast, display or otherwise assign any rights to the Pontiac
Platform or the Services to any third party; remove any proprietary notices
or labels on the Pontiac Platform; work around any technical limitations or
access control measures in the Pontiac Platform; use any automated means
(including scripts, bots, spiders, scrapers, viruses, worms, crawlers or
similar software) to access or use the Pontiac Platform; use the Pontiac
Platform for reasons other than the establishment of media trading campaigns
as described in your Documentation; copy, modify, erase, or damage any
information contained on computer servers used or controlled by Pontiac or
any third party used in connection with the Pontiac Platform or the
Services; use the Pontiac Platform to violate any law or legal right of any
third party, including any publicity, privacy, or intellectual property
rights; take any action that is harassing, defamatory, abusive, tortious,
threatening, obscene, harmful or otherwise objectionable; use any data
mining, robots, or similar data gathering and or extraction tools in
connection with the Pontiac Platform; use the Pontiac Platform or the
Services to obtain personally identifying information about any person in
violation of applicable laws, regulations, or privacy policies; access the
Pontiac Platform or the Services in order to create, contribute to, or
improve a competing service; interrupt, destroy or limit the functionality
of the Pontiac Platform or the Services; distribute ads that violate our Ad
Standards; or impersonate or misrepresent your affiliation with any person
or entity in regard to your Ads, the Pontiac Platform or the Services.
Violation of any of the restrictions or obligations in this Agreement may
result in the termination of your license to use the Pontiac Platform.
Pontiac reserves any and all rights or remedies that may be available in the
event of your breach of this Agreement.
UPDATES AND ACCESS
Pontiac may issue updates to the Pontiac Platform
from time to time. You agree that the Pontiac Platform may automatically
download, incorporate and install such updates, and you agree that this
Agreement, as amended from time to time, will apply to all such updated
versions of the Pontiac Platform, unless such updated versions are released
with a separate license agreement. It is your responsibility to ensure you
have or are using the latest version of the Pontiac Platform. New or
modified versions of the Pontiac Platform may contain altered, reduced, or
different interfaces or functionality.
The Pontiac Platform will
operate only on those hardware and software platforms, and will only be
accessible through those browsers, specified in the Pontiac Platform
Documentation from time to time. It is your responsibility to provide
compatible platforms for the Pontiac Platform and to maintain a compatible
browser. Pontiac may add or remove support for specific platforms or
browsers at any time with or without notice, and with or without a new
update.
Pontiac may, in its sole discretion, change, suspend, remove,
or disable access to the Pontiac Platform or the Services at any time with
or without notice. Pontiac (and not any app store, device manufacturer, or
operating system provider) will be solely responsible for support of, claims
related to, and updates to the Pontiac Platform.
TITLE TO INTELLECTUAL PROPERTY
The Pontiac Platform (including all past and future iterations of it) is
protected by intellectual property laws, including, without limitation,
copyright, patent, trademark, trade secret, and industrial design law.
Pontiac retains all title and ownership rights in the Pontiac Platform.
Except as expressly stated in this Agreement, Pontiac does not grant any
express or implied right or license to you under any patent, copyright,
trademark, trade secret, or industrial design rights of Pontiac.
The
Pontiac Platform includes all data generated by end-users’ use of the
Pontiac Platform and all algorithms, analyses, compilations and reports
related to same, and all of the foregoing shall remain the sole property of
Pontiac.
The third party platforms, ad servers, applications, websites
and digital media spaces accessed through the Pontiac Platform and the
Services ("Third Party Content") are the property of Pontiac, its licensors,
its partners, or publishers. Title, ownership rights and intellectual
property rights in and to such Third Party Content belong to Pontiac or
these third parties. This Agreement gives you no ownership interest in the
Third Party Content, and you may not infringe the intellectual property
rights of others. You are solely responsible for the investigation, defense,
settlement and discharge of any claim against you based on your use of the
Pontiac Platform or Third Party Content.
You shall remain the sole
owner of any intellectual property in the Ads or other Creative Materials
that you upload or otherwise provide for use in connection with the Pontiac
Platform or the Services. Pontiac shall have a limited license to reproduce,
store and distribute your Ads solely as necessary to provide the Services.
LINKED SERVICES
The Pontiac Platform may make third-party web sites, web
pages, products, services, and applications available to you via links
("Linked Services"), and these Linked Services may have their own applicable
agreements or terms. Pontiac is not responsible or liable for the features
or content of any Linked Services, and the links to them in the Pontiac
Platform do not imply Pontiac’s endorsement of them. Your access to any of
the Linked Services is entirely at your own risk, and you are solely
responsible for any consequences of accessing any Linked Services, as well
as for viewing and abiding by any applicable agreements or terms.
REGISTRATION
USE OF THE PONTIAC PLATFORM REQUIRES REGISTRATION. THERE IS
A ONE-TIME ENTRY FEE (PLUS SALES TAX, IF APPLICABLE) THAT MUST BE PAID AT
THE TIME OF REGISTRATION. PLEASE SEE OUR CURRENT FEE SCHEDULE HERE:
https://wiki.pontiac.media/?docs=getting-started-with-pontiac/pricing THE
ENTRY FEE IS NON-REFUNDABLE.
YOU AGREE TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION ABOUT
YOURSELF AND YOUR INTENDED USE OF THE PONTIAC PLATFORM AS PROMPTED BY THE
REGISTRATION PROCESS (TOGETHER WITH ANY INFORMATION OR MATERIALS PROVIDED TO
YOU AS PART OF THE REGISTRATION PROCESS, SUCH INFORMATION BEING THE
"DOCUMENTATION"). YOU AGREE TO UPDATE YOUR DOCUMENTATION IN ORDER TO KEEP
SUCH INFORMATION CURRENT. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR
MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND USER NAME. FURTHERMORE,
YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT
OCCUR UNDER YOUR ACCOUNT.
THE DOCUMENTATION MAY LIMIT YOUR USE OF THE PONTIAC PLATFORM AND THE SERVICES
TO A PARTICULAR GEOGRAPHIC TERRITORY (THE " TERRITORY"), CERTAIN LINES OF
SERVICES, CERTAIN USES, OR CERTAIN FINANCIAL LIMITS. YOU SHALL ONLY HAVE THE
RIGHT TO USE THE PONTIAC PLATFORM AND THE SERVICES WITHIN SUCH TERRITORY OR
OTHER SUCH LIMITS.
WARRANTY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PONTIAC
PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND
PONTIAC, ITS CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS PARTNERS,
AS APPLICABLE (COLLECTIVELY, THE "PONTIAC ENTITIES") EXPRESSLY DISCLAIM ANY
WARRANTY OF ANY KIND FOR THE PONTIAC PLATFORM OR THE SERVICES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS. USE OF THE PONTIAC PLATFORM AND THE SERVICES IS AT YOUR OWN RISK.
THE PONTIAC ENTITIES MAKE NO WARRANTY THAT THE PONTIAC PLATFORM AND THE
SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE PONTIAC PLATFORM AND THE
SERVICES WILL BE COMPLETE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE,
RELIABLE, ACCURATE, VIRUS-FREE, ERROR-FREE, OR THAT DEFECTS OF ANY KIND WILL
BE CORRECTED. THE PONTIAC ENTITIES MAKE NO WARRANTY REGARDING ANY GOODS OR
SERVICES PURCHASED OR OBTAINED THROUGH THE PONTIAC PLATFORM, OR ANY
TRANSACTIONS ENTERED INTO THROUGH THE PONTIAC PLATFORM OR IN CONNECTION WITH
THE SERVICES, AND NO ORAL OR WRITTEN ADVICE, RELEASE OR INFORMATION PROVIDED
BY THE PONTIAC ENTITIES TO YOU SHALL CREATE A WARRANTY. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY
DISSATISFACTION WITH THE PONTIAC PLATFORM OR THE SERVICES IS TO STOP USING
IT.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,
THE PONTIAC ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
SUCCESSORS, ASSIGNS, AGENTS OR AFFILIATES SHALL NOT BE LIABLE FOR PERSONAL
INJURY, OR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL,
PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, PECUNIARY LOSS, LOSS OF
INFORMATION OR DATA, BUSINESS OR PERSONAL USE INTERRUPTION, OR ANY OTHER
COMMERCIAL OR PERSONAL DAMAGE OR LOSS), ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE USE OF OR INABILITY TO USE THE PONTIAC PLATFORM AND THE
SERVICES, HOWEVER CAUSED, WHTHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL
THEORY, EVEN IF PONTIAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE PONTIAC ENTITIES BE LIABLE FOR ANY CLAIMS OR DAMAGES
IN EXCESS OF THE AMOUNT YOU PAID TO PONTIAC DURING THE PREVIOUS 12 MONTHS
(YOU WILL BE RESPONSIBLE FOR ANY EXPENSES YOU MAY INCUR IN RELATION TO
RECEIVING THIS AMOUNT). THE FOREGOING LIMITATIONS SHALL APPLY AT ALL TIMES,
REGARDLESS OF WHETHER THE SPECIFIED REMEDY FAILS OR IS DEEMED TO FAIL OF ITS
ESSENTIAL PURPOSE.
INDEMNITY
You will indemnify, hold harmless,
and defend Pontiac and its parents, shareholders, subsidiaries, affiliates,
officers, directors, employees, service providers, distributors, licensors,
agents, successors, assigns and other representatives, from all third-party
claims, judgments, liabilities, expenses, costs or related penalties,
including, without limitation, reasonable attorneys’ fees, arising out of,
resulting from or in any way connected to your breach of this Agreement,
your violation of any third-party’s rights (including intellectual property
rights), or your illegal acts or omissions.
Maintenance AND
SUPPORT
Should you have any questions, complaints, or claims relating
to the Pontiac Platform or our Services, please contact us at
engineering@progmechs.com
FEES AND PAYMENTS FOR MEDIA
FEES AND PAYMENTS FOR MEDIA
IF YOU HAVE EXECUTED A PONTIAC INTELLIGENCE INSERTION ORDER (“PIIO”) WITH OUR
SERVICES TEAM OUTSIDE OF THIS EULA, THAT PIIO AGREEMENT REPLACES THE FEES
AND PAYMENTS FOR MEDIA DETAILS BELOW. THAT INSERTION ORDER IS SUBJECT TO IAB
STANDARD MEDIA 3.0 TERMS AND CONDITIONS. IN ANY DISPUTES BETWEEN THE IAB
STANDARD MEDIA 3.0 TERMS AND CONDITIONS AND THIS EULA, THIS EULA IS THE
DEFINITIVE DOCUMENT AND SUPERSEDES THE IAB STANDARD MEDIA 3.0 TERMS AND
CONDITIONS.
IN ADDITION TO THE ENTRY FEE OF $100, WE CHARGE A MINIMUM USER FEE, PAYABLE
ON THE FIRST DAY OF EACH MONTH, TO MAINTAIN ACCESS TO THE PONTIAC PLATFORM
AND THE SERVICES, INCLUDING YOUR DELIVERY DATA AND THE PROPRIETARY
PROGRAMMATIC TRADING WIKI. THE MINIMUM USER FEE WILL BE AUTOMATICALLY BILLED
AT THE BEGINNING OF EACH MONTH TO THE CREDIT CARD YOU PROVIDE AT
REGISTRATION. THE MONTHLY MINIMUM USER FEE IS NON-REFUNDABLE.
THE MINIMUM USER FEE IS SET FORTH IN OUR FEE SCHEDULE HERE:
https://wiki.pontiac.media/?docs=getting-started-with-pontiac/pricing WE MAY
CHANGE THE MONTHLY MINIMUM USER FEE UPON SIXTY (60) DAYS WRITTEN NOTICE. THE
MINIMUM USER FEE WILL BE WAIVED FOR ANY MONTH IN WHICH YOU PAY A SOFTWARE
USER LICENSING FEE IN EXCESS OF THE THEN-CURRENT MINIMUM USER FEE. THE
WAIVED FEE WILL APPEAR AS A CREDIT TO YOUR ACCOUNT IN THE FOLLOWING CALENDAR
MONTH.
IN ORDER TO PURCHASE AD SPACE THROUGH THE PONTIAC PLATFORM, YOU MUST FUND
YOUR ACCOUNT IN ADVANCE BY MEANS OF A CREDIT CARD PAYMENT. THE PONTIAC
PLATFORM WILL LET YOU CHOOSE THE CREDIT CARD TO BE CHARGED AND THE AMOUNT
YOU WOULD LIKE CHARGED TO THAT CREDIT CARD. YOU CAN CHECK YOUR ACCOUNT
BALANCE AT ANY TIME THROUGH THE PONTIAC PLATFORM. PURCHASES OF AD SPACE FOR
CAMPAIGNS THAT YOU INITIATE WILL BE AUTOMATICALLY DRAWN DOWN FROM YOUR
ACCOUNT BALANCE. UNUSED BALANCES OF $500 OR LESS ARE NON-REFUNDABLE. ACCOUNT
BALANCES DO NOT BEAR INTEREST.
PONTIAC CHARGES A SOFTWARE USER LICENSING FEE EQUAL TO A MARGIN OF 20% OF THE
MEDIA SPEND THAT YOU INITIATE AND RUN THROUGH THE PONTIAC PLATFORM. FOR
PURPOSES OF CLARITY, IF YOU WANT TO INITIATE A $100 CAMPAIGN THROUGH THE
PONTIAC PLATFORM, YOU WILL NEED TO DEPOSIT $200, $100 OF THAT WILL
CONSTITUTE OUR ENTRY FEE NOTED ABOVE. THIS IS A FEE FOR ACCESS TO THE
BUYING, OPTIMIZATION, AND OTHER FUNCTIONALITY OF THE PONTIAC PLATFORM
INCLUDING THE CLIENT WIKI. THE REMAINING FUNDS SPENT ON A CAMPAIGN WILL BE
USED TO PROCURE THE AD SPACE INVENTORY WHERE YOUR ADS ARE SERVED, AND TO PAY
OUT-OF-POCKET THIRD-PARTY EXCHANGE, DATA, AND RELATED FEES AND COSTS.
YOUR PONTIAC PLATFORM ACCOUNT WILL SHOW THE TOTAL AMOUNT SPENT ON ANY
CAMPAIGN YOU INITIATE, BUT WILL NOT BREAK OUT OUR SOFTWARE USER LICENSING
FEE OR THE OTHER THIRD-PARTY FEES AND CHARGES.
IF YOU UPLOAD ADS AS DESCRIBED IN PARAGRAPH 12, BELOW, WE WILL CHARGE A
CREATIVE UPLOAD FEE FOR EACH NEW AD THAT YOU UPLOAD, AS SET FORTH IN THE FEE
SCHEDULE HERE:
https://wiki.pontiac.media/?docs=getting-started-with-pontiac/pricing. THE
CREATIVE UPLOAD FEE MAY CHANGE FROM TIME TO TIME UPON WRITTEN NOTICE TO
YOU.
BY ENTERING INTO THIS AGREEMENT, REGISTERING FOR THE SERVICES, AND PROVIDING
YOUR CREDIT CARD DETAILS, YOU EXPLICITLY AGREE (A) TO PAY THE FEES AS SET
FORTH HEREIN AND AS SPECIFIED IN THE FEE SCHEDULE HERE:
https://wiki.pontiac.media/?docs=getting-started-with-pontiac/pricing, (B)
THAT YOU ARE AUTHORIZED TO PROVIDE THE CREDIT CARD INFORMATION PROVIDED AND
TO AUTHORIZE THE FEES AND CHARGES SET FORTH HEREIN, (C) THAT YOU WILL BE
LIABLE FOR, AND WILL NOT DISPUTE OR ATTEMPT TO REVOKE, ANY CHARGES YOU
AUTHORIZE THROUGH THE PONTIAC PLATFORM, (D) THAT YOU UNDERSTAND ANY CHARGES
YOU AUTHORIZE ARE NON-REFUNDABLE EXCEPT IF WE TERMINATE OUR LICENSE TO YOU
UNILATERALLY, IN WHICH CASE WE WILL RETURN ANY UNSPENT BALANCE AFTER THE
COMPLETION OF ALL EXTANT CAMPAIGNS, OR WITH RESPECT TO UNSPENT ACCOUNT
BALANCES IN EXCESS OF $500 UPON WRITTEN REQUEST, AND (C) YOU WILL PAY ANY
SALES TAX DO IN CONNECTION WITH ANY PURCHASES MADE THROUGH THE PONTIAC
PLATFORM.
ANY REFUND REQUEST MAY BE SUBJECT TO AN ADMINISTRATIVE CHARGE.
ADS
a. USER SUPPLIED MATERIALS
You will upload advertising
creatives units ("Ads") that you source or create or Ad Server Code for Ads
to the Pontiac Platform. All Ads, Ad Server Code, information, advice,
files, links, communications or other materials uploaded or posted by you to
or through the Pontiac Platform ("User-Supplied Materials") shall be your
responsibility. You agree not to post or transmit any User-Supplied
Materials that infringe a third party's rights, including without limitation
any privacy, publicity or intellectual property rights, or that are
unlawful, untrue, harassing, libelous, defamatory, abusive, tortious,
threatening, harmful (including but not limited to viruses, worms or similar
software) or that violate any fair advertising standards or are otherwise
objectionable. You grant Pontiac, or warrant that the owner of such
User-Supplied Materials has expressly granted Pontiac, the royalty-free,
perpetual, irrevocable, fully sub-licensable, non-exclusive right and
license to use, reproduce, display, modify, transmit, distribute, perform,
display and delete such User-Supplied Materials (in whole or in part) in
connection with the Services and the campaigns you initiate or run through
the Pontiac Platform.
b. USER-SUPPLIED MATERIALS AND MONITORING
The Pontiac Platform provides access to an ad server. If You decide to
upload Ads to our ad server, each such Ad will be audited for compliance
with the standards set forth herein and in the Terms and Conditions. A
Creative Upload charge will be charged to your account for each Ad that you
upload.
The maximum size of Ads that may be uploaded to our ad sever is
40 KB.
Pontiac shall have the right, but not the responsibility, to
monitor and/or remove User-Supplied Materials deemed harmful or offensive in
Pontiac's sole discretion, or that otherwise violate this Agreement or any
rules that Pontiac may institute from time to time. Pontiac shall have no
liability for the failure to receive, to remove or for the removal of any
User-Supplied Materials. Even if an Ad has been audited, the Ad’s compliance
with this Agreement and the Terms and Conditions remains Your sole
responsibility. Any opinions, advice, statements, services, offers or other
information or content expressed or made available by Pontiac are advisory
in nature only. Pontiac neither endorses nor is responsible for the accuracy
or reliability of any Ad, opinion, advice, information, or statement
contained in User-Supplied Materials, including Ads.
c. AD SERVER AND MALWARE DETAILS
Pontiac also allow users to upload
creatives ad-server tags provided by Doubleclick. This is a third-party
service for which Pontiac bears no responsibility. If You have access to
DoubleClick ad-server tags, they may be uploaded to the Pontiac Platform at
your risk.
We automatically search each tag for malicious activity
(including for malware and other viruses that can be distributed through ad
tags), but you are solely responsible for any tags that you upload or any
damage that they cause.
If at any point your ad tags are flagged as
malicious, your entire deposit will be forfeited to Pontiac and will NOT BE
REFUNDABLE.
d. CREATIVE AND AD ACCEPTANCE POLICY
(updated 4/2/20)
Pontiac
Intelligence reserves the right to reject any creative unit at our
discretion and suspend the account without advanced warner. If your account
is suspended, you will be notified in writing and an investigation will take
place within three business days. Note: All Creative Units go through two
audits: Xandr/AppNexus & RiskIQ. The result of this audit will be reflected
next to your creative in the platform. However, Pontiac Intelligence
conducts our own human and technological audit, and as stated above, we
reserve the right to reject any creative unit for any reason, even if it is
not listed below.
Broken Ads or blank creative
Pornography, Nudity, Obscenities, or other
‘Adult’ Content
Hate Speech or Defamatory Language
Sale of, or
instructions for creating, guns, bombs, ammunition, or weapons
Displaying fake errors to induce user action, or messaging that implies
knowledge of a users computer or operating system
Discussing or
promoting sale of federally illegal drugs, including marijuana, illegal
pharmaceuticals, and other schedule 1 drugs.
Charging for government
forms and services
Enabling or Permitting Piracy
Misappropriation
of Copyright, Trademark, Trade Secret, or Patent
Executes or Downloads
Files without User Interaction
Causing degradation of site performance
(ex: excessive animation, weight)
Illegal Material or Content
Inappropriate content (at our discretion)
Misleading or sensationalized
messaging, content or images
Non-compliance with restricted advertising
category guidelines (dating, pharmaceuticals, weight loss, health and
beauty, etc.)
Prohibited advertiser categories (ex: casual dating,
illegal gambling, adult, etc.)
Malware, privacy and security violations
Global and publisher competitive and low-quality exclusions (CE)
Non-user initiated audio (initiated on click and must have integrated audio
controls
Pop ups or any ad or landing pages that spawn them
Content that intends to, or does, induce user action through misleading
appearance or behavior, including, but not limited to, creatives that mimic
video players, functional buttons, errors or warnings about viruses, missing
codecs, and corrupt disks
Sensitive Ad Units & Sensitive Categories
Advertisements which exhibit
any of the following properties are allowed on the platform but restricted
to publishers who have approved this type of content. These ad units will be
flagged in the platform as Sensitive and it will show you this next to the
creative audit. If ANY of an advertiser’s ad units are flagged as Sensitive,
then the entire advertiser is restricted to the sensitive publishers.
CBD or Hemp (No pictures of flower, hemp/marijuana leaves, or the words 'Get
High' on the landing page)
Adult Store (must lead to a landing page
without nudity or toys)
Paraphernalia, Pharmaceuticals and Supplements
(usually accepted, but is reviewed on a case-by-case basis)
Politics
(must fill out an 'agency' form declaring which party the advertising
benefits)
Weight Loss
Sexual Health
Affiliate Offers
Consumer Loans
Tabacco and Smoking Products
Online Games
Gambling & Online Gambling (must sign separate Gambling addendum)
Firearms and Weapons (Sporting Good stores, education, accessories)
Tabloid / Advertorial (cannot infringe on copyrights)
Underwear /
Lingerie
Strip Club / Gentlemen’s Club
e. INDEMNITY
You agree to indemnify and hold Pontiac and its parents,
members, subsidiaries, affiliates, service providers, syndicators,
distributors, licensors, officers, directors and employees, harmless from
any claim or demand, including reasonable attorneys' fees, made by any third
party due to, or arising out of or related to (a) any Ads or User-Supplied
Materials supplied, uploaded or distributed by you in connection with the
Pontiac Platform or the Services, (b) any violation of the Ad Standards, or
(c) your violation of this Agreement, or your violation of any law,
regulation or third-party right.
TRADING; PURCHASE OF AD SPACE
Any
campaign that you design and initiate through the Pontiac Platform produces
an order for the acquisition of Ad Space pursuant to terms that you
designate. Any such order shall be deemed an Insertion Order and shall be
governed by our Terms and Conditions of service.
You are solely
responsible for any campaigns that You or Your representatives design and
initiate through the Pontiac Platform, including for any targets or
limitations that You set. Please review all campaign details carefully
before submitting, as such details cannot always be changed after
submission. Pontiac has no liability for any accidentally or incorrectly
submitted campaign details.
TERMINATION
Either You or We, each at its sole discretion, at any time, with or without
notice, and for any or no reason, may terminate this Agreement or suspend
your access to the Pontiac Platform. Upon termination of this Agreement, You
will immediately cease use of the Pontiac Platform and will delete all
copies of the Pontiac Platform or elements thereof that You have made.
If You terminate this Agreement other than for cause, we shall complete any
extant campaigns and thereafter have no other obligations to You.
If we
terminate this Agreement other than for cause, we shall return to you the
unspent balance in your account and otherwise have no other obligations to
You.
MODIFICATION
Pontiac, at its sole discretion, may change the terms of this Agreement from
time to time upon notice to You. The most current version of this Agreement
will be effective immediately upon release, and will supersede all previous
versions. You accept any and all modifications by continuing to use the
Pontiac Platform.
ASSIGNMENT
You may not assign this Agreement, any portion of it or any of your rights or
obligations under the Agreement to any third party, whether by direct
transfer, sub-license or any other means. Any purported assignment of this
Agreement or any portion of it, by you, shall be null and void. To the
extent permitted by applicable law, Pontiac may, at its sole discretion and
without any recourse to you, freely assign this Agreement, any portion of it
or any of its rights or obligations under it.
APPLICABLE LAW, DISPUTE
RESOLUTION, AND ARBITRATION
Applicable Law
This Agreement shall be construed in accordance with and governed by the
internal laws of the State of New York, United States of America, without
regard to choice or conflicts of laws principles (the "Applicable Law").
This Agreement will not be governed by the United Nations Convention of
Contracts for the International Sale of Goods, the application of which is
hereby expressly excluded.
Final and Binding Arbitration
TO THE
EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PONTIAC HEREBY WAIVE THE RIGHT
TO SUE IN COURT AND HAVE A JURY TRIAL IN ANY APPLICABLE JURISDICTION. Any
and all disputes, controversies or claims (collectively, "Claims") arising
under or relating to the breach, interpretation or application of the terms
of this Agreement or any extension or modification of the Agreement,
regardless of the applicable legal theory, shall be exclusively resolved by
a single arbitrator through final, binding and confidential arbitration, as
follows:
If you are a resident of the United States of America, any
arbitration between you and Pontiac will be administered by the American
Arbitration Association under its then-current Commercial Arbitration Rules,
as modified by this Agreement;
If you are a resident of any other
territory, any arbitration between you and Pontiac will be administered by
the International Chamber of Commerce, under its then-current Rules of
Arbitration (available here), as modified by this Agreement.Any arbitrator
so appointed shall adhere to the Applicable Law and applicable rules of
arbitration (the "Arbitration Rules"), and shall be empowered to (i)
determine the appropriate venue for the arbitration or the method for
conducting the arbitral process (such as by written submissions or
telephonic hearings) in lieu of the parties meeting at a physical venue,
upon considering the territorial location of the parties, (ii) award actual
money damages (but not punitive damages) against the party found to have
violated this Agreement, and (iii) grant in his or her award, injunctive or
other types of equitable relief, to enforce specific performance of this
Agreement, and to prevent any continuing or further violation of its terms.
Except as otherwise provided in this Agreement, the arbitrator's decision
will be final. Judgment upon the award rendered in such arbitration may be
entered in any court having jurisdiction, provided that any award may be
challenged if the arbitrator fails to follow the Applicable Law.
Arbitration Process
If your Claim is for US$10,000 or less, either party may choose to have the
arbitration be conducted solely on the basis of documents submitted to the
arbitrator or through a telephonic hearing. If your Claim exceeds US$10,000,
the Arbitration Rules will determine the right to a hearing.
Arbitration Fees and Awards
The cost of any arbitration shall be borne equally by the parties, except
that each party shall be responsible for its own attorneys’ fees.
Class
Action Waiver
You and Pontiac agree that each may only bring a Claim against the other in
an individual capacity, and not as a plaintiff or class member in any
purported class action or other representative proceeding. Further, unless
you and Pontiac agree otherwise, no judge or arbitrator may consolidate more
than one person's Claims or otherwise preside over any form of
representative or class proceeding.
Severability
If the provisions of this paragraph 15 are found to be unenforceable with
respect to a Claim, then any such Claim will be exclusively decided by a
court of competent jurisdiction within New York County, New York, USA, and
you and Pontiac agree to submit to the venue, personal and subject-matter
jurisdiction of that court.
GENERAL
No delay or failure to take action under this Agreement shall constitute any
waiver by Pontiac of any provision of this Agreement. Any waiver by Pontiac
of any of the provisions of this Agreement must be express and in writing,
and will not mean that Pontiac will waive any other provision in another
situation.
If any portion of this Agreement is held to be invalid or
unenforceable, or excessively broad as to duration, geographical scope or
activity, then that portion shall be construed so that the remaining
portions of this Agreement shall not be affected, but shall remain in full
force and effect, and any such illegal or overly broad portion shall be
deemed, without further action on the part of any party, to be modified,
amended and/or limited, but only to the extent necessary to render the same
valid and enforceable in the applicable jurisdiction. If nonetheless, a
portion of this Agreement is considered to be unenforceable by a court of
competent jurisdiction, then the remainder of the Agreement shall continue
in full force and effect.
This Agreement may be available in various
translations, but to the extent allowable by applicable law, the English
version controls. If another translation applies to you, you acknowledge
that this Agreement was written in English and translated into other
languages, and translation errors may exist.
Your use of the Pontiac
Platform and the Services is also governed by Pontiac’s Terms and Conditions
and Privacy Policy. If you have any questions or concerns, please contact us
at: engineering@progmechs.com
U.S. LEGAL COMPLIANCE
The following are some of the laws, rules, regulations and sanctions that
apply to this Agreement, the Services and the Pontiac Platform: (a) the U.S.
Department of Commerce’s Export Administration Regulations ("EAR"), which
governs the export and re-export of software; (b) the U.S. Treasury
Department’s Office of Foreign Assets Control ("OFAC"), which administers
and enforces economic and trade sanctions; and (c) the U.S. Department of
States’ International Traffic in Arms Regulations ("ITAR"), which implements
the Arms Control Act regarding the export and temporary import of defense
articles and services.
The Pontiac Platform may not be exported or
re-exported (a) into countries under U.S. embargo, or (b) to any person on
the U.S. Treasury Department’s Specially Designated Nationals and Blocked
Persons List, or (c) to any person on the U.S. Department of Commerce Denied
Persons List or Entity List, or (d) to any person on the U.S Department of
State’s List of Statutorily Debarred Parties.
You agree that in the use
of the Pontiac Platform and the Services, you are in compliance with, and
shall at all times comply with the requirements of EAR, OFAC and ITAR, and
all other applicable export and re-export related laws, rules, regulations
and sanctions. You warrant that (a) you are not located in a country that is
subject to a U.S. Government embargo, or that has been designated by the
U.S. Government as a "terrorist supporting" country, and (b) you are not
listed on any U.S. Government list of prohibited or restricted parties.
REFUNDS
THERE IS NO REFUND FOR ANY MONEY SPENT THROUGH THE PLATFORM.
But, if you have money still in your account over $500, we will wire the
money back to you if you are fully dissatisfied. You will need to write us
an explanation of what went wrong and why you over deposited any money.
Under that amount we believe you did not give the platform the chance to
optimize and we encourage you to set up another campaign or contact us to
see if we can drive success.
CLOSING AN ACCOUNT
The easiest way to close an account is to spend all the money available in
your account. After 60 days your account will be deactivated. After 365 days
your data will be deleted. At any point you can contact us and ask us to
delete all information related to your account. We only hold the data for
365 days because our clients often come back when they realize the strength
in our product.
You can also contact us through the form to close your account and we will be
accommodating. We are friendly folks.
Contact us:
Email us at: engineering@progmechs.com
ACCEPTABLE AD SERVERS
We only accept Google and Adacado ad servers. If you wish to test a
proprietary ad server, please reach out to your Account Manager. Each
request will be evaluated and considered on a case by case basis.
PRIVACY POLICY
Our Services
Pontiac Intelligence operates as a media trading desk and an information
resource for its clients. We buy media and provide targeted solutions across
mobile, display and video. Pontiac Intelligence also offers consulting
services to help advertisers and marketers build in-house trading
capabilities.
– The Information We Collect –
Through Our Services
Pontiac Intelligence does not collect personally identifiable information
(PII) (name address, phone number or email address). We don’t store or
request anything of the PII nature. We do not collect your name, phone
number, physical address, or email address. Our clients/partners also do not
share this information with us, and we require that they either not collect
PII, or, that they not include PII with anonymous data they may share with
us. At times you may choose to voluntarily provide such information to an
advertiser through their website or advertisement. When you provide
information to an advertiser, Pontiac Intelligence is not involved in any
way in this exchange of information and you should read the privacy policy
of the advertiser to understand how your information will be used. Pontiac
Intelligence does accumulate certain non-personally identifiable information
through the use of cookies and pixels when you come upon our clients’
advertisements. This anonymous data might include web browser type (e.g.
Chrome), computer operating system (e.g. Mac OS), geographic location as
interpreted from your IP address, websites visited, and other information
that does not specifically identify you. We utilize this non-personally
identifiable information collected from a computer to serve targeted ads to
that computer based upon its browsing history. We may share this
non-personally identifiable information with third party companies to pair
it against other data sets. If we ever inadvertently collect PII through our
service, we will not knowingly use such PII in connection with our
advertising targeting services.
On This Website
At times, you may choose to voluntarily provide us with PII on our website,
one place being the "Contact Us" page. Except as displayed in this Privacy
Policy or disclosed to you at the time the information is collected, we will
not share such information with any third party without your consent, except
as required by law, to investigate suspected fraud or illegal activities or
in connection with a merger, sale or reorganization of Pontiac
Intelligence.
Opting Out
If you so choose, you may opt-out of cookie based ad targeting by Pontiac
Intelligence. Doing so, will remove the ability of cookie-based ads we serve
for our clients to reach you. You may opt-out by clicking here.
Changes To The Privacy Policy
We reserve the right, at our discretion, to amend, improve, or remove
portions from this Privacy Policy at any time. If at any time in the future
we plan to use personally identifiable information in a way that differs
from this Privacy Policy, we will post such changes here and provide you the
opportunity to opt-out of such differing uses. Email us at:
engineering@progmechs.com
