Terms of Service

• “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 retrieved from a Connected Platform through an authorized integration, including campaign, budget, performance, and reporting data.
• “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.

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.

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, 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. SpursAdConnect will use Connected Platform Data only to provide the Services to the Customer who authorized the applicable connection, and will not use Connected Platform Data to build cross-customer audience segments or to serve advertising outside of Customer's own authorized accounts.

6.3 Aggregated Data

We may compile and use aggregated or de-identified data derived from use of the Platform (that does not identify Customer or any individual) for purposes such as benchmarking, product improvement, and analytics, provided such data is not shared with any third party in a manner that identifies Customer.

6.4 Feedback

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

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-sub licensable right to access and use the Platform during the Subscription 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; 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.

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; or (c) Customer's Connected Platform Accounts, advertising campaigns, or creative content.

This Agreement begins when Customer first accepts it and continues for the Subscription 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, Customer's right to access the Platform ends, and we may delete or de-identify Customer Data and Connected Platform Data in accordance with our data retention practices described in our Privacy Policy, subject to any legal retention requirements. Sections that by their nature should survive termination (including Sections 7, 10, 11, 12, 13, 16, and 17) will survive.

Use of the Platform is also governed by our Privacy Policy, available at spursadconnect.com, 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 India, 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 Chennai, India.

• 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.
• 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 India Pvt Ltd IF2 Trinity Garden, Rajiv Gandhi Road, Thoraipakkam, Chennai, India 600097 Email: reachus@technospurs.com