These Advertiser Terms & Conditions, together with any applicable insertion order, campaign booking form, platform acceptance, programmatic transaction, self-serve campaign submission or other commercial documentation expressly incorporating these Advertiser Terms & Conditions, each an “IO” and collectively this “Agreement”, constitute a legally binding agreement between the applicable advertiser, agency, trading desk, intermediary, buyer or other entity entering into or otherwise utilising the Audiomob Services (“Advertiser”) and AUDIOMOB LTD, a company incorporated and existing under the laws of England and Wales together with its affiliates, subsidiaries and related entities (“Audiomob”).
If this Agreement is accepted, executed or entered into by an agency, trading desk, intermediary or other representative on behalf of another entity or advertiser principal, such intermediary represents, warrants and undertakes that it possesses full authority to bind such underlying advertiser principal to this Agreement and, notwithstanding any disclosure of agency or representative capacity, such intermediary shall remain jointly and severally liable together with the underlying advertiser principal for the full, punctual and unconditional performance of all obligations arising under or in connection with this Agreement, including all payment obligations.
By executing an IO, accessing, registering for, utilising, integrating with, transacting through or otherwise receiving the benefit of any portion of the Audiomob Services, Advertiser acknowledges that it has read, understands and agrees to be legally bound by this Agreement.
“Ad” or “Ads” means any advertisement, campaign asset, sponsored content, audio advertisement, companion banner, creative execution, metadata, tracking implementation or promotional material supplied by or on behalf of Advertiser.
“Advertising Materials” means all artwork, copy, scripts, audio files, banners, metadata, URLs, tags, VAST tags, OM SDK integrations, tracking pixels, SDK instructions, APIs, code, campaign assets and associated advertising materials supplied by or on behalf of Advertiser.
“Attribution Partner” means any mobile measurement partner, attribution provider, analytics provider or conversion measurement provider approved by Audiomob for purposes of install attribution, conversion measurement or campaign analytics.
“Audiomob Measurement Data” means all delivery, billing, reporting, pacing, impression, listen, click, engagement, conversion, inventory, SDK, ad server, platform, auction, bidstream, fraud filtration, invalid traffic, optimisation and attribution-related data generated, recorded, processed or determined by or on behalf of Audiomob through the Audiomob Platform, Audiomob SDKs, Audiomob ad serving systems, Audiomob reporting infrastructure, Audiomob verification systems, Audiomob’s appointed providers or any other systems used by Audiomob in connection with the Audiomob Services.
“Audiomob Platform” means Audiomob’s proprietary advertising technology platform, ad exchange, SDKs, APIs, mediation technologies, optimisation systems, machine learning systems, reporting infrastructure, bidding systems and related technologies utilised in connection with the Audiomob Services.
“Audiomob Policies” means Audiomob’s advertising policies, content standards, technical specifications, operational requirements, privacy requirements, inventory policies and platform rules made available by Audiomob from time to time.
“Audiomob Services” means the advertising, monetisation, mediation, attribution, optimisation, reporting, programmatic, verification, moderation, brand safety and related services owned, operated or provided by Audiomob.
“Campaign Information” means all campaign information, instructions, parameters, budgets, targeting criteria, territories, pacing instructions, scheduling information, bid parameters, attribution settings, inventory preferences, optimisation objectives and other campaign-related information supplied by or on behalf of Advertiser.
“Deliverables” means impressions, listens, clicks, installs, conversions, engagement events, attribution events, reporting outputs or other campaign outcomes delivered through the Audiomob Platform.
“Developer” means any mobile application publisher, game publisher, software publisher or other inventory supplier utilising the Audiomob Platform.
“Developer Inventory” means advertising inventory made available through applications, games or other digital properties monetised directly or indirectly through the Audiomob Platform.
“DSP” means any demand-side platform, buying platform, intermediary buying technology, agency trading desk, programmatic buying platform or other automated media buying technology utilised by or on behalf of Advertiser.
“Invalid Traffic” or “IVT” means fraudulent, invalid, manipulated, incentivised, suspicious, non-human or otherwise illegitimate impressions, clicks, installs, conversions or engagement activity as determined by Audiomob or its appointed verification providers utilising industry standard methodologies.
“Net Qualified Deliverables” means Deliverables recorded by Audiomob after application of Audiomob’s standard measurement methodologies, technical validation, invalid traffic filtration, deduplication, latency adjustments, billing logic, platform-level adjustments and any other exclusions, inclusions or adjustments that Audiomob reasonably applies in accordance with its platform methodologies from time to time.
“Political Advertising” means any Ad, Advertising Materials, campaign, content, message, creative, landing page, promoted product, promoted service or paid communication that directly or indirectly references, promotes, opposes, supports, criticises or relates to any political party, candidate, elected official, government official, referendum, ballot measure, election, legislative proposal, public policy issue, advocacy campaign, political movement, political fundraising activity, civic initiative, governmental action, public affairs issue or any other matter that Audiomob reasonably determines to be political, electoral, public affairs-related or regulated political content.
“Programmatic Transaction” means any transaction executed through real-time bidding, auction-based buying, preferred deals, private marketplaces, programmatic guaranteed arrangements or automated buying mechanisms facilitated through the Audiomob Platform.
“SKAdNetwork” or “SKAN” means Apple’s privacy-preserving attribution framework and any successor or replacement framework implemented by Apple or any successor platform provider.
“Third-Party Measurement” means any measurement, verification, attribution, reporting, brand safety, viewability, fraud detection, analytics, DSP, MMP, ad server, pixel, tag, SDK, API or other technology or service operated by or on behalf of Advertiser or any third party other than Audiomob.
1.1 From time to time, Audiomob and Advertiser may execute IOs in written, electronic or digital form, including by email, electronic signature, DSP acceptance workflow, platform acceptance mechanism, API integration, automated campaign submission or other electronic means recognised by Audiomob, and each such IO shall, upon acceptance by Audiomob, form part of and be governed by this Agreement.
1.2 Each IO may specify, among other matters, the applicable Deliverables, campaign parameters, pricing structures, budgets, targeting criteria, campaign dates, attribution settings, applicable DSPs, approved Attribution Partners, inventory requirements, reporting requirements and any additional commercial terms expressly agreed between the parties.
1.3 Advertiser acknowledges and agrees that Audiomob operates a large-scale automated advertising technology platform involving real-time bidding systems, machine learning optimisation technologies, DSP integrations, third-party attribution systems, fraud prevention technologies, brand safety technologies, privacy-preserving attribution frameworks and mobile SDK infrastructure and that, accordingly, campaign delivery, optimisation, reporting and attribution are dynamic, automated and technically complex processes.
1.4 These Advertiser Terms & Conditions shall apply to all campaigns, Programmatic Transactions, inventory purchases, self-serve campaign activations and platform transactions executed directly or indirectly through the Audiomob Platform, including where Advertiser utilises a DSP, agency trading desk or intermediary buying technology including DV360, The Trade Desk, Yahoo DSP, Amazon DSP or successor platforms.
1.5 No DSP terms, agency terms, intermediary terms, platform terms, purchase order terms, vendor onboarding terms, procurement portal terms, invoice portal terms or third-party buying terms shall supersede, limit, vary, supplement or otherwise prejudice the applicability or enforceability of this Agreement unless expressly agreed in writing by an authorised signatory of Audiomob.
1.6 Any purchase order, portal submission, supplier onboarding process or procurement workflow used by Advertiser shall be for administrative convenience only and shall not condition, delay, suspend, reduce or otherwise affect Advertiser’s payment obligations or Audiomob’s rights under this Agreement.
2.1 Subject to the terms of this Agreement, Audiomob shall use commercially reasonable efforts to deliver campaigns in accordance with the applicable IO and Campaign Information supplied by Advertiser, provided always that all campaign delivery remains subject to inventory availability, auction dynamics, technical limitations, platform policies, applicable laws, optimisation methodologies, brand safety requirements and the operational requirements of the Audiomob Platform.
2.2 Advertiser acknowledges and agrees that Audiomob retains sole and absolute discretion with respect to inventory allocation, auction mechanics, bid prioritisation, pacing methodologies, optimisation logic, targeting fulfilment, placement and positioning decisions, inventory selection, campaign sequencing, machine learning optimisation, fraud prevention measures, brand safety enforcement and platform integrity measures.
2.3 Audiomob may utilise machine learning systems, predictive modelling systems, automated moderation technologies, dynamic creative optimisation technologies, algorithmic pacing systems, automated fraud prevention systems, contextual analysis technologies, IVT detection systems and other automated technologies in connection with campaign delivery, optimisation, reporting, moderation and inventory management.
2.4 Audiomob may modify, adapt, resize, transcode, reformat or technically optimise Advertising Materials solely to the extent reasonably necessary for rendering, trafficking, platform compatibility, measurement, user experience, fraud prevention, brand safety, compliance with technical specifications or campaign delivery, provided that Audiomob shall not materially alter the substantive messaging, legal disclosures, offer terms or brand claims contained in Advertising Materials without Advertiser’s prior written approval.
2.5 Advertiser acknowledges and agrees that campaign budgets, pacing, attribution outcomes, delivery volumes, performance metrics, conversion rates, engagement metrics and optimisation outcomes are estimates only and are not guaranteed.
2.6 Due to auction dynamics, DSP integrations, attribution latency, reporting delays, privacy restrictions, optimisation methodologies, bidstream timing, SKAN limitations, consent signal availability, inventory fluctuations and other technical factors inherent in the digital advertising ecosystem, Audiomob may deliver and invoice for inventory delivered in excess of stated campaign budgets provided that such overdelivery shall not exceed thirty percent (30%) of the applicable campaign budget unless otherwise expressly agreed in writing.
2.7 Advertiser shall remain solely responsible for all Advertising Materials, all targeting instructions, all Advertised Goods, all advertiser-owned properties, all landing pages, all claims made in connection with Ads, all category classifications, all regulated-content classifications and compliance with all applicable laws and regulations.
2.8 Advertiser represents, warrants and undertakes on an ongoing basis that it possesses all rights, licences, permissions and consents necessary to utilise the Advertising Materials, that the Advertising Materials do not infringe third-party rights, that all Ads comply with applicable laws and Audiomob Policies, that all claims made in Ads are accurate, substantiated and non-misleading, and that Advertiser’s use of the Audiomob Services shall comply with all applicable laws, regulations and industry standards.
2.9 Audiomob reserves the right, at any time and in its sole discretion, to reject, suspend, throttle, restrict or remove Ads, campaigns, inventory, Developers, applications, traffic sources, platform access or any component of the Audiomob Services where Audiomob reasonably determines that such activity violates this Agreement, violates applicable laws, presents elevated IVT or fraud risk, presents reputational or brand safety risk, may negatively impact platform integrity, may create political advertising risk, or may expose Audiomob to legal, regulatory, operational, commercial or reputational risk.
3.1 Audiomob maintains direct contractual relationships with Developers and may utilise commercially reasonable measures to preserve inventory quality, platform integrity, user safety and brand safety standards across the Audiomob Platform.
3.2 Audiomob may utilise OMSDK technologies, contextual analysis technologies, machine learning moderation systems, fraud detection systems, post-bid IVT detection technologies, automated moderation systems, audio transcription technologies, companion banner review, sensitive category detection, user reporting workflows and human review processes for purposes of maintaining inventory quality, fraud prevention, policy enforcement, ad quality and platform integrity.
3.3 Advertiser acknowledges and agrees that Audiomob’s appointed IVT and fraud detection providers shall constitute the definitive and controlling source of truth regarding Invalid Traffic determinations.
3.4 Traffic identified by Audiomob or its appointed verification providers as Invalid Traffic may, at Audiomob’s sole discretion, be excluded from billing calculations, attribution calculations, optimisation models, reporting outputs, campaign performance calculations and reconciliation exercises.
3.5 Audiomob may support approved third-party verification providers, OMSDK integrations, tracking technologies, attribution providers and measurement technologies where technically feasible, provided always that Audiomob does not warrant compatibility with all third-party technologies, providers, DSP environments, advertiser systems or verification methodologies.
3.6 Audiomob may maintain direct contractual relationships with Developers, require Developers to comply with applicable inventory quality and brand safety obligations, require Developers with user-generated content environments to provide contextual or suitability signals, and suspend or remove Developer Inventory that Audiomob determines is unsafe, low quality, non-compliant, fraudulent, unsuitable or otherwise inconsistent with the Audiomob Platform.
4.1 Audiomob Measurement Data shall constitute the sole, final, definitive and controlling source of truth for all purposes under this Agreement, including campaign delivery, impressions, listens, clicks, engagements, pacing, spend, billable activity, Net Qualified Deliverables, overdelivery, underdelivery, inventory allocation, Invalid Traffic, billing, invoicing, optimisation, reporting and reconciliation.
4.2 Advertiser acknowledges and agrees that Audiomob operates an automated advertising technology platform involving SDK integrations, ad serving systems, real-time bidding infrastructure, DSP integrations, attribution technologies, privacy-preserving attribution frameworks, invalid traffic detection systems, fraud filtration systems and machine learning optimisation systems, and that discrepancies between Audiomob Measurement Data and Third-Party Measurement are inherent in digital advertising and shall not affect the validity, enforceability or payment status of any invoice issued by Audiomob.
4.3 Third-Party Measurement may be enabled, supported or reviewed by Audiomob where technically feasible and expressly approved by Audiomob, but such Third-Party Measurement shall be used for informational purposes only and shall not override, modify, reduce, delay, suspend, condition or otherwise affect Audiomob Measurement Data, Net Qualified Deliverables, invoices, billing calculations or payment obligations unless Audiomob expressly agrees in writing.
4.4 For campaigns optimised toward installs, app events or conversion activity, the applicable Attribution Partner approved by Audiomob may be used as the source of attribution reporting for install or conversion allocation only, provided always that Audiomob Measurement Data shall remain controlling for impressions, clicks, listens, delivery, spend, billing, Net Qualified Deliverables and all other campaign delivery and invoice-related matters.
4.5 Advertiser shall not dispute, withhold, offset, delay, reduce or condition payment of any invoice on the basis of DSP reporting, MMP reporting, Third-Party Measurement, SKAN reporting, Apple ATT restrictions, Google or platform privacy restrictions, delayed postbacks, attribution modelling, conversion API reporting, Invalid Traffic classifications, latency, bidstream timing, differences in counting methodology, discrepancies between Audiomob and third-party systems or any other measurement, reconciliation or reporting variance.
4.6 Audiomob may review Third-Party Measurement or supporting documentation provided by Advertiser, but any such review shall be administrative only and shall not constitute a reconciliation procedure, audit right, dispute process, cure obligation, makegood process or acceptance by Audiomob that such Third-Party Measurement is accurate, controlling or relevant to billing.
4.7 Audiomob may, in its sole discretion, make reporting, dashboards, exports, summaries or other campaign information available to Advertiser, but any such reporting shall be provided for convenience only and shall not limit Audiomob’s right to correct, adjust, supplement, finalise or restate Audiomob Measurement Data or any invoice.
4.8 Audiomob may take up to seventy-two (72) hours following impression delivery to finalise delivery reporting, seven (7) days following click activity to finalise click reporting, thirty (30) days following install, conversion or event activity to finalise attribution-related reporting, and ninety (90) days following campaign completion to apply billing adjustments, IVT filtration, reconciliation logic or other platform-level adjustments.
4.9 No reporting review, discrepancy review, escalation, investigation, data exchange, dashboard access, third-party report, attribution report or measurement discussion shall suspend, delay, reduce or otherwise affect Advertiser’s obligation to pay Audiomob’s invoices in full when due.
5.1 Except to the extent expressly agreed by Audiomob in writing in the applicable IO, Advertiser acknowledges and agrees that Audiomob shall have no obligation to provide any makegood, replacement inventory, credit, refund, billing adjustment, delivery extension, campaign extension, re-flight, substitute placement, corrective flight, operational cure, technical cure or other remedy in respect of any alleged or actual underdelivery, shortfall, reporting issue, discrepancy, placement variance, pacing issue, optimisation outcome, targeting variance, Invalid Traffic classification, technical limitation or campaign performance issue.
5.2 No failure, delay, variance, underdelivery, shortfall, discrepancy, technical issue, reporting issue or operational issue shall give rise to any cure period, cure right, suspension right, set-off right, withholding right, refund right, credit right or cancellation right in favour of Advertiser unless expressly agreed by Audiomob in writing.
5.3 Advertiser acknowledges that campaign delivery may vary by placement, line item, inventory source, Developer Inventory, geography, device, format, DSP, bidstream, auction environment, attribution window, privacy signal, consent signal, pacing methodology and optimisation model, and that Audiomob may manage, reallocate, rebalance or optimise delivery across the applicable campaign, IO, inventory pool, placement group, budget, line item or Programmatic Transaction in its discretion.
5.4 Audiomob may apply overdelivery on any placement, line item, inventory source, Developer Inventory, geography, format, campaign segment or delivery parameter against any alleged or actual underdelivery, shortfall or delivery variance elsewhere under the same IO, campaign, budget, Programmatic Transaction or Advertiser account.
5.5 Any such overdelivery shall be deemed validly delivered and billable Net Qualified Deliverables, and Audiomob may invoice Advertiser for such overdelivery up to the value of the corresponding alleged or actual underdelivery, shortfall or delivery variance, whether or not such overdelivery occurred on the same placement, line item, inventory source, geography, format or delivery parameter as the underdelivered amount.
5.6 Advertiser shall not treat any overdelivery applied pursuant to this Section as a bonus, makegood, free media, non-billable inventory or substitute remedy, and such overdelivery shall constitute billable inventory to the extent applied by Audiomob against any underdelivery, shortfall, delivery variance or campaign-level delivery imbalance.
5.7 The parties expressly agree that structured makegood, cure, shortfall and operational remedy frameworks commonly used in standard industry IO terms shall not apply unless expressly incorporated by Audiomob in writing, and the exclusion of such frameworks is a material commercial term of this Agreement reflecting the automated, programmatic, platform-based and optimisation-led nature of the Audiomob Services.
6.1 Advertiser may not cancel, pause, suspend, reduce, terminate or materially modify any IO, campaign, budget, Programmatic Transaction or committed spend within forty-eight (48) hours before the scheduled campaign start date without Audiomob’s prior written consent.
6.2 Any request by Advertiser to cancel, pause, suspend, reduce, terminate or materially modify an IO, campaign, budget, Programmatic Transaction or committed spend more than forty-eight (48) hours before the scheduled campaign start date shall be subject to Audiomob’s approval and shall not be effective unless confirmed by Audiomob in writing.
6.3 Where Audiomob accepts a cancellation, pause, suspension, reduction, termination or material modification requested by Advertiser, Advertiser shall remain liable for all amounts incurred, delivered, committed, reserved, allocated or otherwise accrued prior to the effective date of cancellation, all third-party costs, production costs, data costs, platform costs, verification costs, inventory reservation costs, creative review costs and other non-cancellable costs incurred by Audiomob, all amounts relating to inventory reserved, committed or technically allocated prior to cancellation, and a cancellation charge equal to twenty percent (20%) of the total gross IO amount or committed campaign budget.
6.4 The cancellation charge set out in Section 6.3 represents a genuine pre-estimate of Audiomob’s operational, commercial, inventory reservation, opportunity cost, administrative and platform costs arising from cancellation and shall be payable as a debt, without prejudice to any other amounts payable by Advertiser under this Agreement.
6.5 No cancellation, pause, suspension, reduction, termination or material modification shall relieve Advertiser of any payment obligation accrued prior to the effective date of cancellation or any other payment obligation that survives termination.
6.6 Political Advertising, custom campaigns, fixed placements, sponsorships, guaranteed placements, preferred deals, private marketplace deals, programmatic guaranteed deals, inventory reservations and any campaign expressly marked as non-cancellable in the IO may not be cancelled except with Audiomob’s prior written consent.
6.7 Audiomob may suspend, pause, restrict, reject or terminate any campaign, IO, Programmatic Transaction, Ad, Advertising Materials or Advertiser access immediately and without any cure period where Audiomob determines, acting reasonably, that continued delivery may create legal, regulatory, compliance, payment, credit, brand safety, fraud, platform integrity, political advertising or reputational risk.
7.1 Audiomob may support, implement, rely upon or participate in applicable advertising, measurement, verification, privacy, transparency, brand safety, supply-chain and fraud prevention standards, specifications and frameworks to the extent Audiomob determines such standards are applicable, technically feasible and appropriate for the Audiomob Platform.
7.2 Such standards, specifications and frameworks may include, without limitation, IAB Tech Lab standards, Open Measurement SDK or equivalent open measurement technologies, app-ads.txt, sellers.json, SupplyChain Object or equivalent supply-chain transparency mechanisms, IAB Transparency and Consent Framework or equivalent privacy signalling frameworks, Global Privacy Platform or equivalent privacy signal frameworks, MRC-aligned measurement principles, TAG-aligned anti-fraud and brand safety practices, third-party verification, measurement and fraud detection technologies, mobile app store content rating, age gating and compliance frameworks, and other industry standards that Audiomob may support from time to time.
7.3 Audiomob’s support for or reference to any industry standard shall not constitute a representation, warranty, covenant or guarantee that any particular campaign, placement, impression, listen, click, conversion or delivery event will be measurable by any third party, that any third-party measurement provider will produce results consistent with Audiomob Measurement Data, that any standard will be available, technically supported or applicable in all environments, that any third-party system will operate without error, that any campaign will satisfy any buyer-side verification threshold, or that any standard shall supersede Audiomob Measurement Data.
7.4 Audiomob may use third-party verification, invalid traffic detection, brand safety, measurement, moderation, contextual analysis and fraud prevention providers in connection with the Audiomob Services, and Advertiser agrees that the outputs, classifications, determinations and methodologies applied by Audiomob or such providers shall be final and binding for purposes of this Agreement.
7.5 Audiomob may support verification and tracking partners, pixel trackers, Open Measurement tags, SDK-based measurement and other approved third-party measurement technologies within its inventory where technically feasible, provided that such support shall not alter the source-of-truth provisions set out in this Agreement.
7.6 Audiomob may operate automated and human review processes in relation to Advertising Materials, including audio review, transcription, companion banner review, sensitive category detection, user reporting workflows and manual escalation for sensitive or potentially non-compliant content, provided that any review, approval, rejection or non-rejection by Audiomob shall not relieve Advertiser of responsibility for the legality, accuracy, suitability, classification, substantiation or compliance of Advertising Materials.
7.7 Advertiser shall not make any representation to any third party that Audiomob guarantees compliance with any industry standard, verification methodology, measurement threshold, brand safety framework, viewability standard, IVT threshold or third-party reporting methodology unless Audiomob has expressly approved such representation in writing.
8.1 Advertiser may notify Audiomob in writing if Advertiser believes there is a material reporting discrepancy between Audiomob Measurement Data and Third-Party Measurement, provided that any such notice must be delivered within fifteen (15) calendar days of the applicable invoice date and must include detailed supporting data, methodology, time period, affected campaign identifiers and the specific basis of the alleged discrepancy.
8.2 Audiomob may, in its sole discretion, review such materials for administrative purposes, and any such review shall not constitute an audit, reconciliation, cure process, makegood process, payment dispute, admission of error or agreement that Third-Party Measurement is accurate or controlling.
8.3 Audiomob may request additional information from Advertiser, its DSP, Attribution Partner, ad server, verification provider or other third-party measurement provider, and Advertiser shall procure such cooperation promptly upon request.
8.4 Following review, Audiomob may confirm Audiomob Measurement Data, adjust Audiomob Measurement Data if Audiomob determines in its sole discretion that an adjustment is appropriate, decline to adjust Audiomob Measurement Data, or request further information.
8.5 Audiomob’s determination following any reporting escalation shall be final and binding for purposes of billing, invoicing, Net Qualified Deliverables, payment obligations and campaign reporting.
8.6 No reporting escalation shall suspend, defer, reduce or otherwise affect Advertiser’s obligation to pay invoices in full when due.
8.7 Third-party measurement may be used to support campaign analysis, optimisation, advertiser reporting or internal review, but shall not be used to determine billing, payment obligations, Net Qualified Deliverables or invoice validity unless Audiomob expressly agrees in writing.
9.1 Advertiser shall not submit, traffic, launch, activate, authorise or otherwise cause any Political Advertising to be delivered through the Audiomob Services unless such Political Advertising has been clearly and accurately identified to Audiomob in writing before campaign submission, campaign approval, IO execution or campaign launch, whichever occurs first.
9.2 All Political Advertising shall be prepaid in full by default, and unless Audiomob expressly agrees otherwise in writing, Advertiser shall pay one hundred percent (100%) of the total IO amount, campaign budget, committed spend and any applicable fees, costs or charges relating to Political Advertising before Audiomob is required to activate, traffic, approve or deliver such campaign.
9.3 Audiomob shall have no obligation to activate, launch, deliver, reserve inventory for or otherwise support any Political Advertising until all applicable prepayment amounts have been received by Audiomob in immediately available cleared funds.
9.4 Advertiser shall be solely responsible for determining whether any Ad, Advertising Materials, campaign, landing page, message, content, product, service, targeting instruction or related campaign activity constitutes Political Advertising, accurately flagging all Political Advertising to Audiomob, ensuring that all Political Advertising complies with all applicable election laws, campaign finance laws, lobbying laws, public affairs laws, advertising laws, consumer protection laws, disclosure rules, platform rules, self-regulatory requirements and jurisdiction-specific political advertising requirements, ensuring that all sponsorship, “paid for by”, imprint, transparency, funding, advertiser identity, authorisation, archive, targeting, recordkeeping and disclosure requirements are satisfied, ensuring that all statements, claims, representations, comparisons, endorsements, statistics, policy positions and factual assertions in Political Advertising are accurate, substantiated, not misleading and not deceptive, ensuring that all targeting instructions, audience selections, geographic restrictions, age restrictions, demographic restrictions and delivery parameters comply with applicable laws, ensuring that all necessary consents, authorisations, approvals, registrations and permissions have been obtained, and ensuring that no Political Advertising contains unlawful, false, misleading, defamatory, deceptive, discriminatory, manipulative or prohibited content.
9.5 Advertiser acknowledges and agrees that Audiomob does not provide legal, regulatory, election law, campaign finance, lobbying, political advertising or public affairs compliance advice and that any review, approval, rejection, non-rejection, classification, moderation, trafficking or delivery of Political Advertising by Audiomob shall not constitute legal approval, compliance approval, factual verification, substantiation or acceptance of responsibility by Audiomob.
9.6 Audiomob may reject, suspend, pause, restrict, remove, geo-block, limit, terminate or refuse to deliver any Political Advertising at any time and for any reason where Audiomob determines, in its sole discretion, that such Political Advertising may create legal, regulatory, reputational, brand safety, platform integrity, public interest, user trust, policy, political sensitivity or commercial risk.
9.7 Where Audiomob rejects, suspends, pauses, restricts, removes or terminates Political Advertising due to Advertiser’s failure to accurately classify, flag, disclose, substantiate or comply with applicable requirements, Advertiser shall remain liable for all amounts committed, incurred, reserved, delivered or otherwise payable under the applicable IO, including any cancellation charge, non-cancellable costs and prepaid amounts.
9.8 Advertiser shall defend, indemnify and hold harmless Audiomob and its affiliates, directors, officers, employees, contractors, partners, Developers, suppliers and representatives from and against any and all claims, investigations, proceedings, complaints, fines, penalties, sanctions, damages, liabilities, losses, costs and expenses, including legal fees on a full indemnity basis, arising out of or relating to Political Advertising, Advertiser’s failure to identify or accurately classify Political Advertising, false, unclear, misleading, deceptive or insufficient political advertising disclosures, unlawful or non-compliant targeting, alleged misinformation, disinformation, defamation, deception or unlawful influence, failure to include required sponsorship, funding, imprint or advertiser identity disclosures, breach of election, campaign finance, lobbying, public affairs, consumer protection or advertising laws, claims brought by regulators, election authorities, public bodies, candidates, political parties, advocacy groups, users or any other third party, or any allegation that Audiomob’s delivery, hosting, trafficking or distribution of Political Advertising gave rise to legal liability.
9.9 Advertiser shall promptly notify Audiomob of any actual or threatened claim, complaint, investigation, inquiry, takedown request, regulator contact, election authority request, platform notice or third-party allegation relating to Political Advertising.
9.10 Audiomob may cooperate with regulators, election authorities, law enforcement, platform operators, Developers or other relevant third parties in connection with Political Advertising and may disclose campaign information, Advertiser information, targeting information, delivery information, payment information or Advertising Materials where Audiomob determines such disclosure is required or appropriate.
9.11 Political Advertising shall be deemed non-cancellable unless Audiomob expressly agrees otherwise in writing.
10.1 Audiomob shall be entitled to invoice Advertiser for all Deliverables, campaign activity, Programmatic Transactions, fees, costs and other amounts arising under or in connection with this Agreement in accordance with Audiomob Measurement Data, Audiomob Platform reporting, ad server records, Attribution Partner reporting accepted by Audiomob and such other measurement methodologies as Audiomob may reasonably determine.
10.2 Unless otherwise expressly agreed by Audiomob in writing, all invoices issued by Audiomob shall be payable in full, in immediately available cleared funds and without deduction, withholding, set-off, counterclaim, recoupment or reduction of any kind whatsoever, within thirty (30) calendar days following the applicable invoice date.
10.3 Advertiser acknowledges and agrees that its payment obligations under this Agreement are absolute, unconditional, irrevocable and independent of campaign performance, attribution outcomes, DSP reconciliation, third-party reporting, SKAN reporting, IVT determinations, optimisation methodologies, reporting latency, technical failures, disputes with third parties, receipt or non-receipt of payment from any client, principal or advertiser, alleged or actual underdelivery, overdelivery, delivery variance, reporting discrepancy, Political Advertising rejection, Political Advertising suspension, failure to flag Political Advertising, creative review issue, compliance review issue, inventory reallocation, optimisation decision or Audiomob platform determination.
10.4 All campaigns, IOs, Programmatic Transactions and payment arrangements shall remain subject to Audiomob’s continuing credit approval and financial risk assessment processes.
10.5 Audiomob reserves the right, at any time and in its sole discretion, to revise credit limits, require prepayment, require financial guarantees, suspend campaign delivery, reject transactions, alter payment terms or terminate platform access where Audiomob reasonably determines increased financial or collection risk exists.
10.6 Any overdue amounts shall accrue interest from the applicable due date until paid in full at the lesser of five percent (5%) per month, the maximum rate permitted under applicable law, or the highest rate recoverable under the Late Payment of Commercial Debts (Interest) Act 1998, with such interest accruing daily and compounding monthly.
10.7 Advertiser shall indemnify and keep indemnified Audiomob against all losses, liabilities, damages, costs and expenses incurred in connection with the collection, enforcement or recovery of overdue amounts including legal fees, financing costs, factoring-related losses, debt recovery costs and third-party collection costs.
10.8 Audiomob may immediately suspend, throttle, restrict or terminate campaign delivery, DSP integrations, reporting access, platform functionality or access to the Audiomob Services where any invoice remains unpaid following its due date, Advertiser breaches any payment obligation, or Audiomob reasonably determines heightened financial risk exists.
10.9 Advertiser shall notify Audiomob in writing of any bona fide invoice dispute within fifteen (15) calendar days following the applicable invoice date together with reasonably detailed supporting evidence.
10.10 Failure to dispute an invoice strictly in accordance with Section 10.9 shall constitute irrevocable acceptance of the invoice, conclusive evidence of the validity of the invoice, and waiver of any objection, defence, counterclaim or dispute relating thereto.
10.11 Advertiser may not dispute, withhold, offset or delay payment in connection with optimisation methodologies, pacing decisions, attribution modelling, SKAN reporting, IVT determinations, Third-Party Measurement, DSP discrepancies, latency-related reporting differences, third-party platform restrictions, Political Advertising classification issues, rejection of Advertising Materials or Audiomob’s exercise of rights under this Agreement.
10.12 Advertiser acknowledges and agrees that Audiomob may assign, transfer, charge, securitise, pledge, discount, sell, factor or otherwise finance any receivables, invoices or payment rights arising under this Agreement to any lender, financing institution, affiliate, receivables purchaser, securitisation vehicle or factoring counterparty without Advertiser consent.
10.13 Following notice of assignment by Audiomob, Advertiser shall remit payment directly to the designated assignee, receivables purchaser, financing institution or factoring counterparty in accordance with such notice.
10.14 Each invoice issued by Audiomob shall constitute a separate, assignable receivable capable of assignment, sale, discounting, factoring, securitisation or financing, and Advertiser shall not assert against any assignee, receivables purchaser, financing institution or factoring counterparty any set-off, counterclaim, defence or deduction that it may allege against Audiomob, except to the extent prohibited by applicable law.
10.15 Any requirement for Audiomob to submit invoices through Advertiser’s procurement, vendor management or invoice processing portal shall be administrative only and shall not condition, delay, suspend or otherwise affect Advertiser’s obligation to pay invoices by the applicable due date, provided that Audiomob has issued the relevant invoice to Advertiser in accordance with this Agreement.
10.16 All amounts payable to Audiomob are exclusive of VAT, sales tax, withholding tax, digital services tax, transaction taxes and similar charges, and if Advertiser is required by law to deduct or withhold any amount, Advertiser shall increase the amount payable so that Audiomob receives the amount it would have received had no deduction or withholding been required, except to the extent prohibited by applicable law.
10.17 Where an IO, campaign, Programmatic Transaction or committed spend runs across more than one calendar month, Audiomob shall be entitled to invoice Advertiser monthly in arrears for all Net Qualified Deliverables, revenue, campaign activity, fees, charges, overdelivery, applicable costs and other amounts accrued, delivered, reserved, allocated or otherwise payable during the preceding calendar month, and Advertiser shall pay each such monthly invoice in accordance with Section 10.2.
10.18 Advertiser acknowledges and agrees that monthly invoicing for multi-month campaigns is a material commercial term of this Agreement, and Advertiser shall not defer, suspend, withhold or delay payment of any monthly invoice pending final campaign completion, final attribution, final reporting, DSP reporting, Third-Party Measurement, campaign reconciliation, subsequent campaign activity or the expiry of the applicable IO.
10.19 For the avoidance of doubt, where a campaign is delivered across multiple months, Audiomob expects payment each month based on the Net Qualified Deliverables, revenue delivered, campaign activity and other billable amounts accrued during the applicable monthly billing period, and each monthly invoice shall constitute a separate, independent and immediately enforceable payment obligation.
11.1 Advertiser shall comply with all applicable privacy, data protection, e-privacy, consumer protection and advertising laws, including GDPR, UK GDPR, CCPA, CPRA, COPPA, Apple App Tracking Transparency requirements, Google Play requirements and applicable IAB transparency and consent framework requirements.
11.2 Advertiser represents and warrants that all necessary notices, permissions, disclosures, lawful bases and consents have been obtained in connection with the processing of personal data, device identifiers, advertising identifiers, attribution data, campaign data and advertising-related information contemplated under this Agreement.
11.3 Audiomob may rely upon CMP signals, SDK signals, consent strings, privacy strings, age-gating information, Developer signals, DSP signals, Attribution Partner signals and other compliance indicators provided by Developers, DSPs, Attribution Partners or third parties, and Audiomob shall bear no liability for inaccuracies, omissions, delays or failures relating thereto.
11.4 Advertiser shall not re-identify users, combine Audiomob data with third-party datasets for profiling purposes, use Audiomob data for unauthorised retargeting, use Audiomob data for campaigns for any advertiser other than the Advertiser identified in the applicable IO, or utilise Audiomob data to benchmark, replicate or compete with the Audiomob Platform.
11.5 Audiomob may disable, restrict, modify or limit personalised advertising, targeting capabilities, attribution functionality, reporting granularity or device-level tracking for child-directed inventory, age-restricted inventory, privacy-restricted inventory or inventory subject to legal, platform, Developer or consent-based restrictions.
11.6 Advertiser shall ensure that any DSP, agency trading desk, intermediary platform, Attribution Partner, verification provider, analytics provider or other third-party technology provider used by or on behalf of Advertiser complies with the applicable provisions of this Agreement, and any act or omission of such third party shall be deemed an act or omission of Advertiser.
12.1 Advertiser shall not deploy, cause to be deployed or permit any third-party tags, pixels, SDKs, scripts, redirects, piggyback tags, tracking technologies, cookies, APIs or other technical integrations in connection with the Audiomob Services without Audiomob’s prior written approval.
12.2 Audiomob may reject, disable, remove, suspend or restrict any such technology where Audiomob reasonably determines that it presents privacy, security, performance, compliance, data leakage, user experience, brand safety, fraud or platform integrity risk.
12.3 Advertiser shall be solely responsible for the legality, functionality, security, accuracy, disclosures, consents, data flows and technical performance of any technology supplied, required or approved by Advertiser or any third party acting on Advertiser’s behalf.
12.4 Audiomob shall not be liable for any delivery failure, reporting discrepancy, data leakage, privacy issue, security issue, performance issue, attribution issue or campaign impact caused by Advertiser-supplied or third-party technology.
13.1 Advertiser represents and warrants that any Advertising Materials containing AI-generated, synthetic, cloned, altered, simulated or manipulated voice, likeness, image, persona, performance, endorsement, statement, depiction or other content comply with all applicable laws, platform policies, disclosure requirements, intellectual property laws, publicity rights, privacy rights and consumer protection laws.
13.2 Advertiser represents and warrants that it has obtained all rights, licences, consents, permissions and approvals required for the creation, use, modification, distribution, targeting and delivery of any AI-generated, synthetic, cloned, altered, simulated or manipulated content contained in Advertising Materials.
13.3 Advertiser shall clearly and accurately disclose to Audiomob where Advertising Materials contain AI-generated, synthetic, cloned, altered, simulated or manipulated content where such disclosure is required by applicable law, platform policy, Audiomob Policy or Audiomob request.
13.4 Advertiser shall defend, indemnify and hold harmless Audiomob from and against all claims, losses, damages, liabilities, costs and expenses arising out of or relating to any AI-generated, synthetic, cloned, altered, simulated or manipulated content contained in Advertising Materials.
14.1 Advertiser grants Audiomob a worldwide, royalty-free, transferable, sublicensable and fully paid-up licence to host, reproduce, distribute, modify, display, transmit, optimise, adapt, transcode, technically process and otherwise utilise Advertising Materials as necessary to provide, operate, optimise, measure, report on and enforce the Audiomob Services.
14.2 Audiomob retains all right, title and interest in and to the Audiomob Platform, Audiomob SDKs, APIs, optimisation systems, machine learning systems, reporting systems, algorithms, ad serving systems, verification systems, platform data, operational data and all associated intellectual property rights.
14.3 Advertiser grants Audiomob the right to utilise Advertiser’s name, logos and campaign materials in case studies, sales materials, investor materials, marketing materials and public relations communications unless otherwise expressly agreed in writing.
15.1 Each party shall keep confidential all non-public business, commercial, technical, financial, operational, campaign, pricing, data, platform and strategic information disclosed by the other party and shall utilise such information solely for purposes of performing under this Agreement.
15.2 Neither party shall disclose Confidential Information except to its employees, advisors, auditors, lenders, financing counterparties, factoring counterparties, contractors, representatives or affiliates who require access for legitimate business purposes and who are bound by confidentiality obligations, or where required by applicable law, regulation, court order, regulatory request or financing process.
15.3 Audiomob may disclose invoices, receivables, payment history, IO details, advertiser identity, campaign spend and related information to lenders, receivables purchasers, financing institutions, securitisation vehicles, insurers and factoring counterparties in connection with any financing, factoring, receivables sale or risk assessment process.
16.1 The Audiomob Services are provided “as is” and “as available”.
16.2 Audiomob disclaims all warranties, representations and conditions, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for purpose, non-infringement, performance, availability, compatibility, accuracy, attribution accuracy, measurement consistency, uninterrupted operation or error-free operation.
16.3 To the maximum extent permitted by law, Audiomob shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential damages including loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, reputational harm, business interruption or cost of substitute services.
16.4 To the maximum extent permitted by law, Audiomob’s total aggregate liability arising under or in connection with this Agreement shall not exceed the total amounts paid by Advertiser to Audiomob during the thirty (30) days preceding the event giving rise to liability.
16.5 No limitation or exclusion of liability shall limit Advertiser’s payment obligations, indemnification obligations, confidentiality obligations, data protection obligations, political advertising obligations or liability for misuse of the Audiomob Services.
17.1 Advertiser shall defend, indemnify and hold harmless Audiomob and its affiliates, directors, officers, employees, contractors, Developers, suppliers and partners against all claims, liabilities, losses, damages, costs and expenses arising from Advertiser’s breach of this Agreement, the Advertising Materials, Advertiser’s misuse of the Audiomob Services, privacy violations, infringement claims, unlawful conduct, Political Advertising, failure to classify regulated content accurately, third-party technology supplied or required by Advertiser, or any negligent, wilful, fraudulent or unlawful act or omission by Advertiser or any party acting on Advertiser’s behalf.
17.2 Audiomob may control the defence and settlement of any claim subject to indemnification by Advertiser, and Advertiser shall not settle any such claim without Audiomob’s prior written consent.
17.3 Advertiser shall provide all assistance, information and cooperation reasonably requested by Audiomob in connection with any claim, complaint, investigation, regulatory inquiry or third-party allegation relating to this Agreement or the Audiomob Services.
18.1 Excluding payment obligations, neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, cyber attacks, platform outages, telecommunications failures, internet failures, network failures, labour disputes, governmental actions, war, terrorism, civil unrest, pandemics, epidemics, sanctions, regulatory restrictions, app store actions, platform operator actions, DSP outages, SDK failures or other events beyond the affected party’s reasonable control.
18.2 Any force majeure event shall not relieve Advertiser of any payment obligation accrued prior to, during or after such event.
19.1 This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with this Agreement, including non-contractual disputes or claims.
20.1 Notices to Audiomob concerning termination, breach, indemnification, legal claims, regulatory matters or any other legal concern must be made in writing and delivered by hand delivery or internationally recognised courier service to:
AUDIOMOB LTD
71–75 Shelton Street, Covent Garden
London, WC2H 9JQ
United Kingdom
with a copy by email to legal@audiomob.com or such other address as Audiomob may notify from time to time.
20.2 Notices to Advertiser may be sent to the email address, billing address, platform account address or other contact details provided by Advertiser to Audiomob or set out in the applicable IO.
21.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, negotiations, communications and representations relating to its subject matter.
21.2 Advertiser may not assign, transfer, novate, delegate, subcontract or otherwise dispose of any rights or obligations under this Agreement without Audiomob’s prior written consent.
21.3 Audiomob may freely assign, novate, transfer, securitise, finance, factor, charge, pledge or otherwise dispose of any rights, receivables or obligations arising under this Agreement, including in connection with factoring arrangements, receivables financing arrangements, securitisation structures, corporate transactions, reorganisations or financing arrangements.
21.4 If any provision of this Agreement is held invalid, illegal or unenforceable, such provision shall be severed or modified to the minimum extent necessary and the remaining provisions shall remain in full force and effect.
21.5 No failure or delay by Audiomob to exercise any right or remedy shall constitute a waiver of that or any other right or remedy.
21.6 Audiomob may modify this Agreement at any time by posting updated terms on the Audiomob Platform or otherwise notifying Advertiser, and continued utilisation of the Audiomob Services following such notice shall constitute acceptance of the modified Agreement.
21.7 Sections relating to payment, receivables, factoring, confidentiality, data protection, intellectual property, disclaimers, limitation of liability, indemnification, Political Advertising, governing law and any accrued rights or obligations shall survive termination or expiry of this Agreement.
