Terms

Standard Terms & Conditions for TITAS Ad Exchange Network™

The following User Agreement (the “User Agreement”) for TITAS Ad Exchange Network™, their subsidiaries and affiliates, (collectively “TITAS™”), describes the terms on which you may access and use our services. In order to become a TITAS™ user, you must read and accept all of the terms and conditions of this User Agreement and the Privacy Policy. In the event of any inconsistency between the TITAS™ Privacy Policy and this User Agreement, the User Agreement shall control. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you may not use nor access our services.

We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the TITAS™ Services indicates your acceptance of the amended User Agreement.

Definitions and Interpretation

Client – Means a user that signs up for an Agency, Advertiser or Network profile, a “Client”

Banner – Means any ad promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the TITAS™ Technology for each user.

Digital Advertisement – Means any ad promoting the products and/or services of the Client that are not a search engine text sponsored ad.

TITAS™ Account – Means the creation of one or more user accounts on the TITAS™ platform.

TITAS™ Network – Means a network of publishers, ad networks and ad exchanges that TITAS™ uses for the display of Digital Advertisements or Banners.

TITAS™ Technology – Means technology that allows TITAS™ to target and re/target users (based on their behavior), and display to them Digital Advertisements or Banners.

Dynamic Ads – Means the ability to show personalized ads populated by data and images pulled from the Client’s website or provided to TITAS™ by the Client in a data feed.

Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to TITAS™ for inclusion in the Digital Advertisements or Banners.

TITAS™ Platform – Means the TITAS™ website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.

Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the TITAS™ Platform) that indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition.

Setting up the Service

The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the TITAS™ Technology. These technical specifications include all of the following operations:
i) including the tags supplied by TITAS™ on the Client’s website;

ii) supplying TITAS™ with the catalogue files of the Client’s products and services (if applicable) for TITAS™ to include in the Banners;

iii) supplying TITAS™ with the Client’s logos for the Digital Advertisements or Banners if TITAS™ is involved in helping create the Digital Advertisements or Banners. In case of delay in these operations due to the Client, TITAS™ does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the TITAS™ Technology.

Display of Digital Advertisements or Banners

The Client acknowledges and accepts that the Digital Advertisements or Banners are displayed on websites (accessible on any support) in accordance with the results of the TITAS™ Technology and that TITAS™ has an absolute discretion as to where (and how often) the Digital Advertisements or Banners will be displayed within the TITAS™ Network and that the Digital Advertisements or Banners can be displayed next to direct or indirect competitors’ Digital Advertisements or Banners. TITAS™ reserves the right to make changes to the TITAS™ Technology without notice or compensation to the Client and/or for any reason to cease the display of the Digital Advertisements or Banners. TITAS™ uses best efforts not to display Digital Advertisements or Banners on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies TITAS™ in writing that the Digital Advertisements or Banners are being displayed on such website, TITAS™ will promptly remove the Digital Advertisements or Banners.

Client Adjustments, Measurements and Performance

TITAS™ measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48 hours. To access these measurements, TITAS™ grants the Client access to the TITAS™ Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to TITAS™.

The TITAS™ Platform provides the Client with a great deal of transparency and control into making adjustments to their account(s) and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from TITAS™.

Payment

For accounts that have been set up using a credit card, TITAS™ pre-charges the Client for costs determined or set by the client. Prior to the start or activation of any Digital Advertising or Banner Advertising campaign, TITAS™ will bill the Clients credit card for the amount necessary for campaign activation.

For Clients that have signed an Insertion Order with TITAS™, TITAS™ shall send the Client a monthly invoice reflecting the amount owed by the Client to TITAS™. The Client acknowledges and accepts that TITAS™ does not guarantee the budget set up in the Insertion Order will be reached. The Client shall pay the amounts set out in the invoices within 10 days of the date of the invoice.

All payments to TITAS™ shall be made in United States Dollars and are quoted exclusive of any value added tax which shall be payable at the time and in the manner required by law

TITAS™ has a referral program whereby users have the opportunity to earn commission based on the setup fees of clients they refer into the TITAS™ system. In order to be eligible for referral earnings a user must have created an account within the TITAS™ Affiliate system and Client that is being referred must join TITAS™ using the user’s unique referral link. TITAS™ agrees to make all referral payments immediately.

Intellectual Property

Neither Party shall acquire any intellectual property right as a result of the Digital Advertisement or Banner display on TITAS™ Platform. Each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. TITAS™ is sole owner of the data collected from the Digital Advertisements or Banners as a result of its Technology. The Client acknowledges that TITAS™ has the right to use and disclose data derived from Client’s use of the TITAS™ Platform;

(i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users,

(ii) to operate, manage, test, maintain and enhance the TITAS™ Service, TITAS™ Technology and other TITAS™ products, programs and/or services, and

(iii) if required by court order or law.
For the whole duration of the Agreement, the Client grants TITAS™ a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Digital Advertisements or Banners;

(i) on all supports of the TITAS™ Network,

(ii) on all documentation promoting the TITAS™ service.

TITAS™ shall seek prior authorization from the Client for any press release.

Refunds

TITAS™ Agrees To grant a customer a full refund no questions asked if requested with the first 30 days of the membership.

Any fees paid into the client’s account for advertising can’t be refunded.

Liability

TITAS™ shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. TITAS™ shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of TITAS™ including without limitation to fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, and embargo. To the maximum extent permitted by the law, TITAS™ liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.

Personal Data

The Client acknowledges and accepts to insert the TITAS™ code and tags on its webpages. Any data received by TITAS™ via the tags inserted on Client webpages will be used for performing the service and for no other purpose. TITAS™ will collect and use these data in accordance with all applicable laws and regulations, including but not limited to laws governing privacy and data protection. The Client shall undertake to include on its website(s), a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file. These cookies will allow the TITAS™ Technology to serve Digital Advertisements and Banners. Each Digital Advertisement or Banner will include a link that will include information for users on how to opt-out of being cookie retargeted.

Term and Termination

This Agreement shall apply as from the date of the creation of your TITAS™ Account and shall expire i) upon the cancellation of the Client’s TITAS™ account either at the client’s request or by TITAS™ ii) on the date on which the total amount which the Client will pay to TITAS™ for the TITAS™ Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to TITAS™: (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. TITAS™ reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.

Confidentiality

Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information or contacts concerning the business.

No Assignment

The Client shall not without TITAS™ prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.

Governing Law

This User Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to conflict of laws principles.

Miscellaneous

This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.

If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall not effect the other provisions of this agreement which shall remain in full force and effect.

In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.

General Information

TITAS™, TITAS™.net, the TITAS™ logo, and other TITAS™ logos and names are trademarks of TITAS Ad Exchange Network™. You agree not to display or use these trademarks in any manner without TITAS™’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:

TITAS Ad Exchange Network™
Attn: User Agreement Issues
7001 St. Andrews Road
Columbia, SC 29212 USA
or email

support@titasadexchange.com

Entire Agreement

This User Agreement constitutes the entire agreement between you and TITAS™ and governs your use of the TITAS™ Service, superseding any prior agreements between you and TITAS™.

Leave a Reply

Your email address will not be published. Required fields are marked *