AD-ID Client Terms of Use

Updated and Effective as of May 20, 2025.

Welcome to the AD-ID Platform, home to the products and services provided by Advertising Digital Identification, LLC (“AD-ID”). Please read these AD-ID Terms of Use (“Terms of Use”) carefully before accessing or using the AD-ID Platform. By accessing and using AD-ID Products and Services, you (‘”User” or “You”)  agrees that it has,  read and understands, and agrees to be bound by, these Terms of Use. If User does not agree to these Terms of Use, User must immediately notify AD-ID and User agrees that its access to and use of the AD-ID Products and Services will immediately cease. These Terms of Use have the same force and effect as an agreement in writing.

YOU UNDERSTAND AND AGREE THAT BY CHECKING THE BOX AND CLICKING THE “ACCEPT” OR “I AGREE” BUTTON, AND/OR DOWNLOADING OR USING ANY PART OF THE AD-ID PRODUCTS AND SERVICES (DEFINED BELOW) PROVIDED BY AD-ID, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE AD-ID PRODUCTS AND SERVICES AND YOU WILL HAVE NO LICENSE TO USE THE AD-ID PRODUCTS AND SERVICES.

IF YOU ARE NOT AUTHORIZED BY YOUR ORGANIZATION TO BIND IT TO THIS AGREEMENT OR IF YOU ARE UNSURE WHETHER YOU ARE AUTHORIZED, DO NOT ENTER YOUR EMAIL ADDRESS, CLICK “ACCEPT” OR “I AGREE,” OR ACCESS OR USE THE AD-ID PRODUCTS AND SERVICES.

In consideration of the mutual covenants herein, the parties agree as follows:

1.                    DEFINITIONS

“AD-ID Codes” means AD-ID’s standardized numeric or alphanumeric unique identifier assigned to an advertising asset using the AD-ID Platform. AD-ID serves as a central registration and provides AD-ID Codes to be assigned to advertising assets through the AD-ID Platform.

“AD-ID Products and Services” means AD-ID Codes, AD-ID Platform and other metadata in AD-ID’s Platform except User’s Registration Information.

“AD-ID Platform” means AD-ID’s web-based software application.

“Advertiser” means the company or brand (as applicable) for whose advertising assets an AD-ID Code is generated.

“Agreement”, for a Subscription User, means the Subscription Agreement and these Terms of Use, including any and all schedules and amendments that are mutually agreed to add herein at a later date.  For a Non-Subscription User, “Agreement” refers to these Terms of Use, as updated from time to time by AD-ID.

“Applicable Law” means all applicable laws and regulations of any governmental authority in any country or jurisdiction, as may be amended or otherwise revised from time to time and all applicable, then-current industry self-regulatory principles.

“Fee” for a Subscription User, means the Fee as defined in the Subscription Agreement, or for a Non-Subscription User, the standard fee as indicated by AD-ID for the AD-ID Products and Services that User will use.

“Feedback” means all current and future suggestions, comments or other feedback regarding any part of AD-ID Products and Services provided by or on behalf of User, User’s representatives, or User’s agents.

“Intellectual Property” means all intellectual property rights throughout the world, including: (a) patent rights, (b) trademarks, service marks, corporate names, trade names, internet identifiers, logos, slogans, trade dress, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and intellectual property rights in copyrightable and other works, moral rights, design rights and other sui generis rights, (d) trade secrets or other proprietary rights in technical, scientific, and other information, inventions (whether or not patentable), discoveries, designs, results, techniques, database rights, data, databases, data collections and other know-how, including plans, processes, practices, methods, trade secrets, instructions, specifications, protocols, analytical and quality control information and procedures, test data and results, reports, studies, and marketing, pricing, distribution, cost and sales information, (e) intellectual property rights in software and (f) applications and registrations and renewals for, and all associated rights with respect to, any of the foregoing in any jurisdiction.

“Prefix” means a four alpha-character string that is uniquely assigned to an Advertiser’s products and services that may be shown as the first four (4) characters in the Advertiser’s AD-ID Codes. For clarity, each Prefix is part of the AD-ID Products and Services.

“Registration Information” means the information User submits to AD-ID in order to access the AD-ID Platform. Registration Information shall include all revisions and updates hereto that User provides from time to time.

“Subscription Agreement” means an AD-ID Client Subscription Agreement to use AD-ID Products and Services.

“Subscription User” means a User who uses the AD-ID Products and Services pursuant to a Subscription Agreement.

“Non-Subscription User” is a User who purchases AD-ID Codes on a per code or transactional basis outside of a Subscription Agreement.

“Term” means the Term as defined in the Subscription Agreement.

“Terms of Use” means these AD-ID Terms of Use as set forth herein.

2.        RESPONSIBILITIES

2.1      License and Termination.

2.1.1    Subject to User’s compliance with this Agreement, AD-ID hereby grants to User a non-exclusive, non-transferable, limited, royalty-free, revocable license to use the AD-ID Products and Services in the United States in accordance with this Agreement.

2.1.2   To the extent User or User’s organization is an agency that will use the AD-ID Products and Services on behalf of an Advertiser, User represents and acknowledges that User has the necessary authority and permission from the Advertiser to use AD-ID Product and Services. 

2.1.3 With respect to Non-Subscription Users, AD-ID shall have a right to terminate this Agreement and cancel User’s access to the AD-ID Products and Services at any time for any suspected breach of these Terms of Use. In addition, AD-ID may terminate this Agreement at any time without cause upon written notice to User and will refund to User the pre-paid Fee in proportion to the unused AD-ID Codes in such event. User may terminate this Agreement if AD-ID fails to cure (if curable) a breach of this Agreement within thirty (30) days of AD-ID’s receipt of a written notice of such breach. If AD-ID terminates due to User’s breach (reasonably suspected or uncured), AD-ID shall be entitled to retain the full Fee.  For the avoidance of doubt, termination rights set forth in the applicable Subscription Agreement shall apply to Subscription Users (it being understood that if no such rights are set forth therein, the terms of this paragraph shall apply).

2.1.4  Upon termination or expiration of this Agreement for any reason, all rights granted under this Agreement shall cease, except those that by nature will survive the expiration or termination of this Agreement, unless otherwise mutually agreed by parties.

2.2         Modifications to AD-ID Products and Services. AD-ID may modify, enhance, or discontinue the AD-ID Products and Services, or any element of or functionality therein at its sole discretion, provided that for Subscription Users, AD-ID shall provide Subscription User with not less than sixty (60) days’ written notice of discontinuation or modification of any material element or functionality of AD-ID Products and Services as applicable. To the extent applicable, in the event that AD-ID discontinues the AD-ID Products and Services, Subscription User may request a pro-rata refund of the pre-paid Fees during the applicable year of the Term based upon the number of AD-ID Codes created during the relevant year of the Term prior to the date of the discontinuation or modification.

2.3         Suspension. AD-ID may suspend services upon prior written notice to User or User’s organization if: (a) any invoice associated with such User or User’s organization becomes overdue for thirty (30) days; or (b) User’s use of AD-ID Products and Services creates an imminent or material threat to (i) another customer’s use of AD-ID Products and Services; or (ii) the AD-ID Products and Services.

2.4         Registration Information.  AD-ID may collect and use Registration Information for purposes of account management and communication with Users. AD-ID will not disclose Registration Information to third parties unless otherwise permitted by User in writing or required by Applicable Law.

3.        PERMITTED AND PROHIBITED USES

User shall:

3.1         use AD-ID Products and Services only for User’s management, organization, tracking and identification of User’s creative assets trafficked across various media platform;

3.2         register within the AD-ID Platform to receive unique username, password and if applicable, tokenized access (collectively “Credentials”); and

3.3         make reasonable effort to prevent the introduction of any virus or vulnerability into AD-ID’s network and information systems, via User’s use of the AD-ID Products and Services or otherwise.

User shall not:

3.4         modify AD-ID Products and Services or create derivative works thereof, including the creation of a mapping table, taxonomy or other reference database for the use or benefit of a third-party other than Advertiser, if applicable;

3.5         use any or all of AD-ID Products and Services in any manner or for any purpose that violates the terms of this Agreement, Applicable Laws, or other reasonable instructions provided by AD-ID in writing from time-to-time;

3.6         provide any personal data or personally identifiable information other than Registration Information to AD-ID or enter any personally identifiable information in the AD-ID Platform unless pre-approved in writing by AD-ID;

3.7         allow access to the AD-ID Products and Services to any third party or share Credentials with anyone else;

3.8         combine or integrate the AD-ID Products and Services with any software, technology, services, or materials not approved in advance by AD-ID;

3.9         alter, remove, tamper AD-ID’s trademarks, logos, any copyright or other legal or proprietary notices placed by AD-ID on the AD-ID Products and Services or use AD-ID’s Intellectual Property for purposes other than as expressly permitted herein;

3.10      access all or any part of the AD-ID Products and Services in order to build a product and/or service which competes with any or all part of the AD-ID Products and Services, or commercially exploit, sell, license or distribute the AD-ID Products and Services or any products and / or services incorporating the results retrieved using the AD-ID Products and Services; or

3.11      extract, reutilise, exploit, redistribute, disseminate, transmit, copy, store, adapt, reverse engineer, decompile, disassemble, decode, modify, adapt, make error corrections to, create derivative works or data derived from, that relied on or made any use of, the AD-ID Platform in whole or in part (except where expressly permitted in accordance with the terms hereof).

3.12      If applicable, disclose its fees under the Subscription Agreement to any third party.

4.        FEEDBACK

         User may, in its discretion, provide Feedback to AD-ID, but AD-ID shall not be obliged to take any action in response to the Feedback. Without prejudice to its other rights and remedies available, AD-ID shall be able to use, disclose, reproduce, distribute, implement and commercialize any and all Feedback, including derivative works or other results thereof in any form without restriction.

5.        PUBLICITY

AD-ID may reference and use User’s corporate name, tradename, or trademarks on its website and in other materials solely for the purpose of showcasing its experience and expertise to potential Users.

6.        WARRANTIES

6.1      AD-ID represents and warrants that, to the extent applicable, it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

6.2      User accepts responsibility for the selection and use of the AD-ID Products and Services.  User accordingly acknowledges that the AD-ID Products and Services have not been developed to meet the individual requirements of the User.

6.3      This Agreement shall not prevent AD-ID from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6.4      User represents and warrants that it: (i) has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement; and (ii) the performance of this Agreement does not and will not violate or result in a breach of any provision of any other contract or agreement to which it may be bound or any Applicable Laws.

7.      LIMITATION OF LIABILITY

7.1      SAVE AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PURPOSE, ACCURACY, THE USE OF REASONABLE SKILL AND CARE, TITLE AND NON-INFRINGEMENT. SAVE AS PROVIDED HEREIN, THE AD-ID PRODUCTS AND SERVICES ARE PROVIDED TO USER ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE RESULTS OF USING THE AD-ID PRODUCTS AND SERVICES, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE AD-ID PRODUCTS AND SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE, ARE ASSUMED BY USER. AD-ID DOES NOT WARRANT THAT THE USE OF THE AD-ID PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT USE OF THE AD-ID PRODUCTS AND SERVICES WILL BE FREE FROM VULNERABILITIES OR VIRUSES, PROVIDED THAT THE AD-ID PRODUCTS AND SERVICES, TO THE BEST OF AD-ID’S KNOWLEDGE, WILL NOT CONTAIN ANY VIRUSES, TROJAN HORSES, WORMS, AND/OR OTHER FORMS OF MALWARE AND AD-ID SHALL USE COMMERCIALLY REASONABLE EFFORTS TO AVOID THE SAME. AD-ID IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND USER ACKNOWLEDGES THAT THE AD-ID PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

7.2      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL IN ANY CIRCUMSTANCES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE (EVEN IF SUCH PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH LOSS OR DAMAGE COULD ARISE), OR ANY BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, LOSS OF PRIVACY, PERSONAL INJURY, OR LOSS OR CORRUPTION OF DATA.

7.3      IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL MATTERS ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEED THE GREATER OF $50,000.00 OR THE TOTAL FEES PAID BY USER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

8.        INDEMNITIES

8.1      EACH PARTY (THE “INDEMNIFYING PARTY”) SHALL, AT THE OTHER PARTY’S (THE “INDEMNIFIED PARTY”) REQUEST ON DEMAND, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTY, ITS OFFICERS, DIRECTORS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEY FEES, ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF THIS AGREEMENT; (B) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL ACT IN CONNECTION WITH THE NATURE OF THIS AGREEMENT; AND (C) IN THE EVENT USER IS THE INDEMNIFYING PARTY, ANY THIRD-PARTY CLAIM ALLEGING THAT THE USE OF THE AD-ID PRODUCTS AND SERVICES BY USER IN BREACH OF THIS AGREEMENT, OR THE AD-ID PRODUCTS AND SERVICES HAVE HARMED OR VIOLATED THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF THE THIRD PARTY.

8.2         The Indemnified Party shall      provide the Indemnifying Party with prompt written notice of any claim and reasonable assistance that the Indemnifying Party may request in connection with the defense or settlement of such claim. The Indemnifying Party shall have the sole authority to defend  or settle such claims, provided that any settlement which would impact the Indemnified Party in any capacity must be approved by the Indemnified Party.

9.           INTELLECTUAL PROPERTY RIGHTS

9.1         User acknowledges that all rights in AD-ID Products and Services, AD-ID’s existing Intellectual Property, and derivative works and data derived thereon (collectively “AD-ID Intellectual Property”), are the sole and exclusive property of AD-ID. AD-ID reserves all rights not expressly granted by it herein, and no rights or licenses are granted by implication or estoppel.

9.2         User will promptly notify AD-ID if User becomes aware of any infringement of any rights in AD-ID Intellectual Property and will co-operate with AD-ID in any legal action taken by AD-ID to enforce AD-ID’s rights in its Intellectual Property.

10.        GENERAL

10.1      Survival. Any provision of this Agreement which, expressly or by implication, is intended to come into or continue in force on or after termination or expiration of this Agreement, shall remain in full force and effect.

10.2      Entire Agreement. This Agreement, as applicable, between the parties supersedes all prior and contemporaneous agreements or communications as to such subject matter. To the extent these Terms of Use are inconsistent with the Subscription Agreement signed by the parties, the terms of the Subscription Agreement shall prevail. Except as provided for herein, the Agreement with a Subscription User may not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of the Subscription User and AD-ID by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, or a waiver of any right to terminate this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

10.3      Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand (with confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), or (c) on the date sent by electronic mail of a PDF document (with confirmation of transmission), to the parties at the addresses set forth in the Subscription Agreement or otherwise designated by User in writing.

10.4      No Partnership. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture, employment or agency relationship between the parties or as granting a franchise.

10.5      Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the illegal, invalid or unenforceable provision shall be reformed to match as closely as possible the expressed intent of the parties.

10.6      Transfer and Assignment. To the extent applicable, User may not assign this Agreement or any rights or obligations hereunder, whether by contract or by operation of law, except with the prior written consent of AD-ID; provided, however, to the extent that User is an agency and its representation of Advertiser ceases or the necessary authority is rescinded, User must, upon request of the Advertiser, transfer its rights and any remaining AD-ID Codes to Advertiser or the successor agency, as determined by Advertiser and AD-ID, provided that Advertiser or the successor agency, as applicable, will assume the entire responsibilities and obligations of User under this Agreement. In the event of such an assignment, User shall not be entitled to any refund or credit as a result of such transfer unless otherwise agreed upon by AD-ID. AD-ID shall have the right to terminate this Agreement immediately for any assignment or attempted assignment by User in breach of this section.

10.7      Force Majeure. Neither party shall be liable for delay or failure in its performance hereunder to the extent that such delay or failure is caused by an act of God, war, or act of government, labor strike, or other similar act beyond that party’s reasonable control (an “Excusable Delay”). In the event an Excusable Delay continues for sixty (60) days or longer, the other party shall have the right, at its option, to immediately terminate this Agreement by giving the party whose performance has failed or been delayed by the Excusable Delay written notice of such election to terminate.

10.8      Governing Law & Jurisdiction. This Agreement shall be construed and controlled by the laws of the State of New York, without regard to its rules concerning conflict of laws. User consents to personal jurisdiction in the state and federal courts in New York County, New York. The parties agree that such courts shall have exclusive jurisdiction and venue in relation to any dispute arising under or in connection with this Agreement. User waives any defense asserting that such courts are not a convenient forum. The parties waive any right to trial by jury.