Terms of Service

• "Audience List" means a list of customer identifiers, such as emails or phone numbers, that Customer uploads to create an audience on a Connected Platform.
• "Authorized User" means an individual whom Customer has permitted to access and use the Platform under Customer's account, using credentials issued or approved by Customer.
• "Connected Platform" means a third-party advertising platform or demand-side platform through which Customer holds its own advertising accounts, and which Customer authorizes SpursAdConnect to access via API or similar integration.
• "Connected Platform Account" means an advertising account that Customer owns and holds directly with a Connected Platform.
• "Connected Platform Data" means data that Customer's Connected Platform Accounts make available to the Platform, or that the Platform sends to them, including account and campaign structure, settings, budgets, audiences, performance, conversion and reporting data, and access tokens.
• "Customer Data" means information and data that Customer or its Authorized Users submit, upload, or enter into the Platform, other than Connected Platform Data.
• "Service Term" means the period during which Customer's subscription to the Platform is in effect, as set out in an applicable order form or plan.
• "Tracking Data" means data collected through the SpursAdConnect pixel and click tracker placed by or for Customer.

To use the Platform, Customer must register for an account and provide accurate, current, and complete information, including business contact details. Customer is responsible for maintaining the confidentiality of login credentials and for all activity occurring under its account, and must notify us promptly of any unauthorized use or suspected security breach. Customer may create Authorized User accounts for its own personnel and is responsible for ensuring that Authorized Users comply with these Terms.

SpursAdConnect is a cross-channel advertising intelligence platform that helps digital marketing agencies and advertisers unify reporting, campaign management, and optimization across advertising accounts that Customer already holds with Connected Platforms. Recommendations generated by the Platform are suggestions. Customer decides whether to apply them.

SpursAdConnect does not own or operate any advertising exchange, demand-side platform (DSP), or ad-serving infrastructure of its own. SpursAdConnect does not itself buy, sell, or serve advertising inventory, and does not hold or control any advertising account on Customer's behalf other than through the authorized, revocable integrations described in Section 4. All advertising activity, ad delivery, and inventory transactions occur on and through Customer's own Connected Platform Accounts, subject to the terms of the applicable Connected Platform.

Customer may authorize SpursAdConnect to connect to Connected Platform Accounts that Customer owns or is authorized to manage, using API credentials, OAuth tokens, manager-account links, or similar authorized access methods. By connecting a Connected Platform Account, Customer represents and warrants that it has the right and authority to grant SpursAdConnect such access.

Customer is solely responsible for:

• ensuring its use of each Connected Platform, and its authorization of SpursAdConnect's access, complies with that Connected Platform's own terms of service, developer policies, and API terms;
• the accuracy and completeness of budgets, targeting, bid strategies, ad schedules, and other configuration data within its Connected Platform Accounts; and
• any fees, media spend, or other charges incurred directly with a Connected Platform, which are billed and payable to that Connected Platform, not to SpursAdConnect.

Customer may disconnect any Connected Platform Account at any time through the Platform's account settings. SpursAdConnect is not responsible for the availability, functionality, or continued support of any Connected Platform's API, and reserves the right to modify or discontinue an integration if a Connected Platform changes or restricts API access.

Access to certain features of the Platform requires payment of subscription or other fees, as set out in an applicable order form, subscription plan, or invoice. Except as otherwise agreed in writing, fees are quoted and payable in the currency specified in the applicable order form, are due according to the payment terms stated therein, and are non-refundable except as expressly provided in this Agreement or required by applicable law. We may modify our fees or introduce new fees for new features, with reasonable advance notice, effective for subsequent billing or renewal periods. SpursAdConnect does not charge or collect Customer's advertising spend on Connected Platforms; such spend is billed directly by the relevant Connected Platform.

6.1 Customer Data

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants SpursAdConnect a limited, non-exclusive, worldwide license to access, host, process, and use Customer Data solely to provide, maintain, and improve the Platform and Services for Customer, and as otherwise permitted under our Privacy Policy.

6.2 Connected Platform Data

Connected Platform Data is retrieved from Customer's own Connected Platform Accounts on Customer's authorization and instruction. TechnoSpurs uses Connected Platform Data, Audience Lists and Tracking Data only to provide the Services to the Customer who authorized the applicable connection, to support Customer on request, and as the Privacy Policy describes. TechnoSpurs does not sell this data, use it to advertise to others, build profiles or audience segments from it for other customers, show it to other customers, or use Connected Platform Data to train generalized artificial intelligence or machine-learning models.

6.3 Aggregated Data

"Aggregated Data" means statistics about use of the Platform itself, such as feature usage and performance. Aggregated Data never includes Connected Platform Data or Audience Lists. We may use Aggregated Data to operate, benchmark and improve the Platform.

6.4 Feedback

If Customer provides suggestions, ideas, or feedback about the Platform, we may use such feedback without restriction or obligation to Customer.

6.5 Audience Lists

• TechnoSpurs processes Audience Lists on Customer's behalf only to send them to the Connected Platform Customer selects, and does not retain them afterwards.
• Customer confirms it has all rights, notices and consents needed to upload each Audience List and use it for advertising.
• Customer will follow each platform's audience terms, including Meta's Custom Audience Terms and Google's Customer Match policies.
• Customer will not upload lists built from sensitive categories, or target audiences, in ways the platform's rules or the law prohibit.

6.6 Pixel and click tracker

• Customer controls what the pixel and click tracker collect on its websites and ads, and is responsible for visitor notices, consents and opt-out handling.
• Customer will not configure them to collect passwords, payment-card details, health or financial information, or data about children.
• TechnoSpurs may suspend tracking that appears unlawful or breaks a platform's rules.

6.7 Data processing

For Connected Platform Data, Audience Lists and Tracking Data, Customer is the controller (or business) and TechnoSpurs is the processor (or service provider). TechnoSpurs will process this data only on Customer's documented instructions, keep it confidential, apply appropriate security, use subprocessors under written terms, help Customer respond to privacy requests, and delete or return the data when the Service ends, as the Privacy Policy describes. A separate data processing agreement is available on request.

As between the parties, TechnoSpurs and its licensors retain all right, title, and interest in and to the Platform, the Site, and all related software, technology, designs, trademarks, and documentation, including all derivatives, improvements, and enhancements thereof. Except for the limited rights expressly granted in this Agreement, no other rights are granted to Customer, whether by implication, estoppel, or otherwise.

Subject to Customer's compliance with this Agreement, we grant Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Service Term, solely for Customer's own internal business purposes or, where applicable, to provide reporting to Customer's own clients for their internal use.

Customer shall not, and shall not permit any third party to:

• use the Platform for any purpose not expressly permitted by this Agreement;
• sell, resell, sublicense, rent, lease, or otherwise make the Platform available to any third party outside the scope of use granted herein;
• reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, except to the extent such restriction is prohibited by applicable law;
• circumvent or attempt to circumvent any security measures, usage limits, or access controls of the Platform;
• use the Platform to store or transmit malicious code, or to interfere with or disrupt the integrity or performance of the Platform;
• attempt to gain unauthorized access to the Platform, other customers' accounts, or connected systems;
• use the Platform to develop a competing product or service, or to benchmark the Platform for competitive purposes, without our prior written consent;
• upload an Audience List it has no right to use;
• use the pixel or click tracker without required visitor notice and consent;
• target or exclude people using sensitive categories in violation of platform rules or law;
• use the Platform to collect data from children; or
• use the Platform in a manner that violates any applicable law, regulation, or third-party right, including any Connected Platform's own terms and advertising policies.

We may suspend Customer's access to the Platform if we reasonably believe Customer has violated this Section, subject to reasonable notice where practicable.

Customer's use of any Connected Platform through the Platform remains subject to that Connected Platform's own terms of service, advertising policies, and privacy practices. SpursAdConnect is not a party to, and has no responsibility for, the relationship between Customer and any Connected Platform, and does not guarantee the availability, accuracy, or performance of any Connected Platform or its API.

Connected Platforms may limit how long data is kept, shown or shared. TechnoSpurs may limit, delay or remove Connected Platform Data, including from shared reports, to comply with a platform's rules.

Each party may have access to non-public business, technical, or financial information of the other party ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to perform its obligations under this Agreement, and to protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. This Section does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without a confidentiality obligation, or is independently developed without use of the disclosing party's Confidential Information.

Each party represents that it has the legal right and authority to enter into this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RECOMMENDATION, FORECAST, OR AUTOMATED BUDGET DECISION GENERATED BY THE PLATFORM WILL ACHIEVE ANY PARTICULAR RESULT. WE DO NOT CONTROL, AND MAKE NO WARRANTY REGARDING, THE AVAILABILITY, ACCURACY, OR CONTINUITY OF ANY CONNECTED PLATFORM OR ITS API.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SPURSADCONNECT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY'S LIABILITY FOR (A) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (B) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Customer agrees to defend, indemnify, and hold harmless SpursAdConnect and TechnoSpurs, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of this Agreement; (b) Customer Data or Customer's use of the Platform in violation of applicable law or a Connected Platform's terms; (c) Customer's Connected Platform Accounts, advertising campaigns, or creative content; or (d) any Audience List, Tracking Data, or placement of the pixel or click tracker by or for Customer, including claims about missing rights, notices or consents.

This Agreement begins when Customer first accepts it and continues for the Service Term, renewing as set out in the applicable order form or plan unless earlier terminated. Either party may terminate this Agreement for convenience by providing written notice as specified in the applicable order form, or immediately if the other party materially breaches this Agreement and fails to cure such breach within a reasonable period after written notice.

We may suspend or limit Customer's access to the Platform where reasonably necessary to prevent harm to the Platform, other customers, or third parties, or where required to comply with law.

Upon termination, expiry, or a valid request, Customer's right to access the Platform ends, and TechnoSpurs will delete Connected Platform Data and access tokens within 30 days. Backups are overwritten within 90 days. TechnoSpurs may keep records the law requires, and a record of account connections that contains no Connected Platform Data. Sections that by their nature should survive termination (including Sections 6, 7, 10, 11, 12, 13, 15, 16, and 17) will survive.

Use of the Platform is also governed by our Privacy Policy, available at https://spursadconnect.com/privacy/, which is incorporated into this Agreement by reference and describes how we collect, use, and protect information, including Connected Platform Data.

This Agreement is governed by the laws of the United States, without regard to conflict of law principles. Subject to applicable law, the parties agree that any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the parties, and if not resolved within thirty (30) days, shall be subject to the exclusive jurisdiction of the competent courts in Delaware, United States.

• Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any transfer of Connected Platform Data remains subject to the Privacy Policy, and data received from Google APIs will be transferred only with the user's prior consent.
• Force Majeure: Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.
• Notices: Notices under this Agreement shall be provided in writing by email to the address on file or, for notices to SpursAdConnect, to reachus@technospurs.com.
• Severability: If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver: No failure or delay in exercising any right under this Agreement operates as a waiver of that right.
• Entire Agreement: This Agreement, together with our Privacy Policy and any applicable order form, constitutes the entire agreement between the parties regarding the Platform, and supersedes all prior agreements and understandings on the subject matter.
• Relationship of Parties: The parties are independent contractors, and this Agreement does not create a partnership, joint venture, or agency relationship.

Questions about these Terms can be directed to:

SpursAdConnect, a product of TechnoSpurs Inc. 131 Continental Dr, Suite 305, Newark, DE 19713, United States Email: reachus@technospurs.com