Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("you," "your," or "Company") and IMC, Inc. and its affiliates ("IMC," "we," "us," or "our"). If you are headquartered in North America, Central America, South America, or the Caribbean, these Terms are between you and IMC, Inc. (United States). If you are headquartered anywhere else in the world, these Terms are between you and the applicable IMC entity in your region.

By accessing or using IMC's websites (including imc.ad and any subdomains), advertising technology platform, APIs, dashboards, tools, or any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Cookie Policy, and any additional policies, guidelines, or rules referenced herein or otherwise made available to you (collectively, the "Agreement"). If you do not agree to these Terms, you must not access or use the Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" will refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

2. Definitions

The following terms have the meanings set forth below when used in this Agreement:

• "Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with a party, where "control" means ownership of more than 50% of the voting securities or equivalent ownership interest.
• "Client" means any publisher, advertiser, media buyer, agency, or other entity that uses the Services.
• "Confidential Information" means all material or information of a party disclosed to the other party, whether orally or in writing, that is designated or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
• "Digital Property" or "Digital Properties" means websites, mobile applications, connected TV (CTV) applications, over-the-top (OTT) platforms, and other digital media properties.
• "End User" means any individual who accesses or interacts with a Digital Property.
• "End User Data" means data capable of directly or indirectly identifying a particular End User or household, such as device identifiers, IP addresses, cookie IDs, and mobile advertising IDs.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of any kind.
• "Inventory Data" means data related to advertising inventory activity on the Services, such as bidding history, impression data, and fill rates.
• "Platform" means IMC's advertising technology platform, including the SSP, DSP, ad server, analytics dashboard, fraud detection tools, brand safety tools, and all related technology and infrastructure.
• "Service Data" means data other than End User Data and Inventory Data that is generated by your use of the Services.

3. Description of Services

IMC provides a comprehensive advertising technology platform and related services that enable:

• Publishers to market and sell digital advertising inventory across websites, mobile applications, CTV/OTT platforms, and other Digital Properties through programmatic channels, including header bidding, open auctions, private marketplace deals, and direct deals;
• Advertisers and media buyers to discover, evaluate, and purchase advertising inventory and to display advertisements on Digital Properties;
• Both publishers and advertisers to access real-time analytics, reporting, fraud detection, brand safety tools, and other platform features.

IMC will provide the Services as described in these Terms, subject to all applicable policies and requirements. These Terms apply to your use of the Services for yourself and on behalf of any of your clients. As between IMC and you, IMC owns all right, title, and interest in and to the Services, including all future developments and enhancements. Except as expressly set forth in these Terms, IMC does not grant you any license, express or implied, and reserves all rights not expressly granted herein, including the right to continually evolve the Services and all related technologies.

4. Eligibility and Account Registration

To use the Services, you must: (a) be at least 18 years of age or the age of majority in your jurisdiction; (b) have the legal capacity and authority to enter into a binding agreement; (c) not be prohibited from using the Services under applicable law; and (d) provide accurate, current, and complete information during the registration process and keep your account information updated.

You are responsible for: (a) maintaining the confidentiality of your account credentials, including usernames, passwords, and API keys; (b) all activities that occur under your account, whether or not authorized by you; (c) immediately notifying IMC of any unauthorized use of your account or any other breach of security; and (d) ensuring that your use of the Services complies with all applicable laws and regulations. IMC will not be liable for any loss or damage arising from your failure to comply with these obligations.

You may not share access credentials or passwords to any IMC system with any third party without IMC's prior written consent. You may not create multiple accounts for the same entity without IMC's approval. IMC reserves the right to refuse registration, suspend, or terminate any account at its sole discretion.

5. Use of Services

Subject to your compliance with these Terms, IMC grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business purposes in connection with the buying and/or selling of digital advertising inventory. You will not: (a) reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble the Services or any portion thereof; (b) use the Services for benchmarking, gathering data on the performance of the Services or IMC systems, or competitive intelligence; (c) sublicense, resell, or otherwise make the Services available to any third party except as expressly permitted by these Terms; (d) use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services; or (e) use any automated means, including robots, crawlers, or scrapers, to access the Services for any purpose without IMC's express written permission.

6. Acceptable Use Policy

You agree that all inventory, targeting criteria, data, and/or advertisements you bring to or use on the Services will:

• Comply with all applicable laws and regulations, including but not limited to privacy and data protection laws, consumer protection laws, advertising standards, and industry self-regulatory codes;
• Comply with all applicable privacy and data protection laws related to the processing of location data and children's data, including the Children's Online Privacy Protection Act (COPPA);
• Not contain content, materials, or metrics that are misleading, deceptive, libelous, defamatory, obscene, pornographic, invasive of others' privacy, discriminatory, or hateful (racially, ethnically, or otherwise);
• Not introduce viruses, malware, spyware, adware, or other harmful components to the Services, IMC systems, or End Users' devices;
• Not infringe, violate, or misappropriate any third party's intellectual property or other rights;
• Not generate, facilitate, or be associated with invalid traffic (IVT), including bot traffic, click fraud, impression fraud, or any other form of fraudulent or deceptive activity;
• Not promote illegal products or services, including but not limited to illegal drugs, weapons, counterfeit goods, or unlicensed gambling.

You may not provision to IMC any of the following: (a) directly identifiable personal data of End Users (e.g., names, email addresses, national identification numbers, or other information that has not been hashed or pseudonymized); (b) personal data from an End User without providing the End User, where required, with a means to opt out of interest-based advertising or obtaining valid consent for IMC's data processing; (c) personal data from an End User you know, should know, or suspect to be a child under 18; (d) geolocation data sufficiently precise to locate a specific individual or device without appropriate consent; or (e) sensitive or special category data as defined under applicable privacy and data protection laws.

IMC reserves the right to refuse to service or process any advertisements, Digital Properties, or data, and to remove any advertisements, that may violate these Terms or our policies, at any time and without prior notice.

7. Data Use and Privacy

You acknowledge that in connection with your use of the Services, you may provide to IMC or receive from IMC: (a) End User Data; (b) Inventory Data; and (c) Service Data.

With respect to End User Data and Inventory Data received from IMC, you will: (a) take reasonable and appropriate steps to protect such data from unauthorized access, including by encrypting the data in transit and at rest and only permitting employees with a "need to know" to access it; (b) use such data only for the limited purposes permitted under these Terms, including facilitating the buying and selling of advertising inventory, optimizing products and services, and reporting on advertising campaigns; (c) not use End User Data for any discriminatory or otherwise unlawful purposes; (d) not reproduce, modify, translate, reverse engineer, reverse compile, or disassemble the Inventory Data; and (e) ensure that any third parties receiving such data are subject to restrictions substantially similar to those contained in this section.

You may use Service Data for any business purpose provided that you: (a) comply with your privacy policies and applicable law; and (b) do not disclose data that describes or reflects the performance of the Services or any related IMC offerings to third parties except service providers who are under confidentiality restrictions at least as restrictive as those contained in this Agreement. IMC may use Service Data solely in connection with its provision and improvement of the Services.

You grant IMC permission to implement and facilitate the Services and, to the extent required, access third-party services utilized by you or End Users of your properties in connection with these Terms (e.g., ad servers, wrappers, or consent management platforms). For more information about how IMC processes personal information, please see our Privacy Policy.

8. Compensation and Payment

Compensation terms, including revenue share percentages, payment schedules, and minimum payment thresholds, are set forth in the applicable insertion order, service agreement, or schedule between you and IMC (the "Schedule"). In the absence of a separate Schedule:

• For publishers: IMC will pay you an amount related to the monies actually retained by IMC in connection with advertisements displayed on your inventory, as determined by IMC from time to time. IMC's impression counts and record of the price per impression will be decisive. IMC will use commercially reasonable efforts to fill each impression according to market conditions but cannot ensure that every impression will be filled or filled at a certain price.
• Payment will be made within sixty (60) days of the end of each calendar month in which the revenue was earned.
• Payment will be made in US dollars unless otherwise agreed in writing.
• IMC may hold any payment until the cumulative amount owed to you totals at least one hundred US dollars ($100).
• Except for taxes on IMC's income, you are responsible for paying all applicable sales, use, value-added, withholding, or other taxes, duties, or tariffs applicable to the Services.
• You will promptly provide notice to IMC upon any change to your VAT or tax status.
• IMC reserves the right to offset any amount owed to you under these Terms by any amount you owe to IMC under any agreement.

IMC reserves the right to withhold, deduct, or claw back payments in cases of suspected or confirmed invalid traffic, fraud, breach of these Terms, or advertiser non-payment, in each case upon reasonable notice to you. Any disputes regarding payment must be raised in writing within ninety (90) days of the payment date; failure to raise a dispute within this period constitutes acceptance of the payment.

9. Intellectual Property Rights

IMC owns and retains all right, title, and interest in and to the Services, the Platform, and all related technology, software, algorithms, models, documentation, and materials, together with all Intellectual Property Rights therein and thereto. Nothing in these Terms transfers or assigns any Intellectual Property Rights from IMC to you. All rights not expressly granted herein are reserved by IMC.

You retain all right, title, and interest in and to your Digital Properties, content, and data that you provide to IMC in connection with the Services, subject to the licenses granted herein. You grant IMC a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display your content, trademarks, and data solely as necessary to provide the Services and as otherwise permitted under these Terms.

IMC's name, logo, trademarks, service marks, and trade dress are the exclusive property of IMC. You may not use IMC's trademarks without our prior written consent. Neither party will make any public statement relating to these Terms without the prior written approval of the other, provided that IMC may include your name and logo on its marketing and promotional materials and client lists.

10. Confidentiality

Each party (the "Receiving Party") agrees to protect the Confidential Information of the other party (the "Disclosing Party") using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party will: (a) not use the Confidential Information of the Disclosing Party for any purpose other than to perform its obligations or exercise its rights under this Agreement; (b) not disclose the Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) be responsible for the failure of any such third party to comply with these obligations.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction on use or disclosure; (c) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is received from a third party without restriction on use or disclosure.

If the Receiving Party is compelled by law or legal process to disclose the Confidential Information of the Disclosing Party, it will: (a) disclose only such portion as is required by law; (b) provide the Disclosing Party with prompt prior notice (to the extent legally permitted); and (c) provide reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. The terms and conditions of this Agreement are the Confidential Information of both parties.

Upon termination of this Agreement, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information upon request, except that archival copies may be retained in accordance with the Receiving Party's standard retention policies, subject to the continuation of confidentiality obligations.

11. Compliance Obligations

Both you and IMC will comply with all applicable laws, rules, and regulations in performing obligations and exercising rights under this Agreement. Without limiting the foregoing, you agree to:

• Comply with all applicable privacy and data protection laws, including the GDPR, CCPA/CPRA, ePrivacy Directive, COPPA, and all other applicable federal, state, and international privacy laws;
• Comply with all applicable advertising laws and regulations, including the FTC Act, CAN-SPAM Act, and equivalent laws in your jurisdiction;
• Comply with all applicable industry standards and self-regulatory codes, including the IAB guidelines, NAI Code of Conduct, and DAA Self-Regulatory Principles;
• Maintain appropriate privacy policies and consent mechanisms on your Digital Properties that accurately describe your data collection and sharing practices, including your use of IMC's Services;
• Obtain all necessary consents, authorizations, and opt-ins from End Users as required by applicable law before sharing their data with IMC;
• Comply with all applicable export control and sanctions laws and regulations;
• Comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

Each party represents that it is not directly or indirectly owned, operated, or controlled by, or affiliated with, any government or governmental entity, and is not located in, or a national or resident of, any country subject to comprehensive U.S. economic sanctions.

12. Representations and Warranties

Each party represents and warrants to the other that:

• It has the full corporate right, power, and authority to enter into this Agreement and to exercise its rights and perform its obligations hereunder;
• The execution and delivery of this Agreement, and the performance of its obligations, do not and will not violate any other agreement to which it is a party or any applicable law;
• This Agreement constitutes a legal, valid, and binding obligation when executed and delivered;
• It has and will have the necessary rights, title, and interest to grant the licenses granted herein;
• It will comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement.

You additionally represent and warrant that: (a) all information you provide to IMC is accurate, current, and complete; (b) your Digital Properties and content do not infringe any third party's intellectual property or other rights; (c) you have all necessary rights and permissions to make your advertising inventory available through the Services; and (d) your use of the Services will comply with all applicable laws and these Terms.

13. Indemnification

You will indemnify, defend, and hold harmless IMC and its directors, officers, employees, agents, affiliates, successors, and assigns (collectively, the "IMC Indemnified Parties") from and against any and all claims, suits, actions, demands, judgments, losses, damages, settlements, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your breach of any representation, warranty, or obligation under this Agreement; (b) your use of the Services, including but not limited to allegations that any Digital Property, content, or material you provide violates any applicable law or infringes any third-party right; (c) your violation of any applicable law, regulation, or industry standard; (d) any claim related to the type, content, or placement of advertisements on your Digital Properties; or (e) any dispute between you and any third party arising from your use of the Services.

You will provide IMC with prompt written notice of any claim and, at your expense, provide information and assistance reasonably necessary to defend such claim. You will not enter into any settlement or compromise that would result in any liability to any IMC Indemnified Party without IMC's prior written consent.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EXCEPT FOR A WILLFUL OR INTENTIONAL BREACH, FRAUDULENT OR MALICIOUS CONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EITHER PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY IMC TO YOU (OR BY YOU TO IMC, AS APPLICABLE) UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE LIABILITY FIRST AROSE; OR (B) TWO HUNDRED FIFTY THOUSAND US DOLLARS ($250,000).

The limitations of liability set forth in this section will apply regardless of whether the damages are based on contract, tort (including negligence), strict liability, or any other legal theory, and even if a party has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

15. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS, CONDITIONS, TERMS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED REPRESENTATION, TERM, OR WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." IMC DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA OR REPORTING WILL BE ACCURATE, RELIABLE, OR FREE FROM LOSS; (D) THE QUALITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) THE SERVICES OR THE INFRASTRUCTURE THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16. Term and Termination

These Terms are effective as of the date you first access or use the Services and will continue until terminated. Either party may terminate this Agreement at any time by providing the other party with thirty (30) days' prior written notice.

In addition, this Agreement may be immediately terminated by a party if: (a) the other party commits a material breach of its obligations hereunder that is not cured within ten (10) days after written notice thereof from the non-breaching party; (b) the other party becomes insolvent or generally unable to pay its debts as they become due, or has made an assignment for the benefit of creditors or similar disposition of its assets; (c) the other party files for or has filed against it a petition in bankruptcy or any similar proceeding; or (d) the other party ceases to conduct business in the normal course.

Upon termination: (a) your right to access and use the Services will immediately cease; (b) any provisions specified by their terms to survive will survive; (c) provisions that by their nature are applicable to matters at issue between the parties after termination will survive, including accrued unpaid payment obligations, limitation of liability, indemnification, confidentiality, intellectual property rights, and dispute resolution; and (d) each party will promptly return or destroy the other party's Confidential Information upon request.

Termination of this Agreement will not relieve either party of any obligations that accrued prior to the effective date of termination, including any payment obligations for Services rendered prior to termination.

17. Suspension of Services

IMC may suspend your access to all or any part of the Services immediately and without prior notice if: (a) we reasonably believe that your use of the Services poses a security risk to the Services or any third party; (b) we reasonably believe that your use of the Services may adversely impact the Services, our systems, or other users; (c) we reasonably believe that you are in breach of these Terms; (d) you are delinquent on any payment obligations; (e) we are required to do so by law or by a governmental authority; or (f) we determine that your account is associated with invalid traffic, fraud, or other deceptive practices. We will use commercially reasonable efforts to provide you with notice of any suspension and an opportunity to cure the underlying issue, except where immediate suspension is necessary to protect the integrity of the Services or comply with legal requirements.

18. Modifications to Terms

IMC may modify these Terms at any time by posting the revised Terms on its website or by providing notice to you via email or through the Services. Changes are effective immediately when posted or when notice is provided. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree with any modification, you must stop using the Services and terminate your account. It is your responsibility to review these Terms periodically for changes.

19. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflicts of law principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any dispute arising out of or relating to this Agreement.

Any claim arising out of or related to these Terms must be brought in the initiating party's individual capacity and not as a plaintiff or class member in any class action, collective action, or other similar proceeding. The parties agree to waive any right to a jury trial in connection with any dispute arising under or relating to this Agreement.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

20. Force Majeure

Neither party will be liable for failure or delay in performing its obligations under this Agreement because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, civil unrest, fire, earthquake, flood, epidemic, pandemic, government actions or orders, labor disputes, degradation or failure of third-party networks or communications infrastructure, power outages, or internet service provider failures. The affected party will use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable.

21. General Provisions

• Entire Agreement: Together with any applicable Schedule, insertion order, or service agreement, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, communications, negotiations, and understandings, whether oral or written.
• Amendment: This Agreement cannot be amended or modified except by a writing signed or otherwise agreed to by both parties, except that IMC may modify these Terms as described in Section 18.
• Assignment: You may not assign or transfer your rights or obligations under this Agreement without IMC's prior written consent. IMC may assign or delegate its rights and obligations in whole or in part without your consent, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be void.
• Waiver: No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. Any waiver must be in writing and signed by the waiving party.
• Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable and to best preserve the parties' intent. If such modification would materially alter the effect of the provision, the provision will be considered void, and the remaining provisions will be enforceable in accordance with their terms.
• Independent Contractors: The relationship of the parties is at all times that of independent contractors. Neither party is an employee, partner, agent, trustee, or joint venturer of, for, or with the other. Neither party will owe any fiduciary or other duties to the other except as expressly set forth herein.
• No Third-Party Beneficiaries: This Agreement does not create any right or cause of action for any third party, except as expressly provided in the indemnification section.
• Notices: All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by email to legal@imc.ad for IMC, and to the email address provided by you in your account, if the sending party can confirm that the email was apparently sent successfully and does not receive an error notice. Notices sent on a business day are deemed received on the date sent; otherwise, notice is deemed given on the next business day.
• Publicity: No press releases or general public announcements regarding the parties' relationship or this Agreement will be made without the mutual written consent of the parties, provided that IMC may include your name and logo on its marketing materials and client lists.
• Conflict: In the event of a conflict between any Schedule, insertion order, or service agreement and these Terms, the terms of the Schedule, insertion order, or service agreement will control.

22. Contact Information

If you have any questions about these Terms of Service, please contact us: