Terms of Service

1. Agreement

These Terms of Service ("Terms") govern access to and use of the Adspiro platform, APIs, and related services (the "Services"), provided by ADSPIRO LTD, a company registered in England and Wales under company number 17444318, with its registered office at 4th Floor Office, 205 Regent Street, London, W1B 4HB, United Kingdom ("Adspiro", "we"). By integrating with or otherwise using the Services, you agree to these Terms on behalf of your organization.

2. Eligibility & accounts

The Services are intended for businesses participating in the programmatic advertising supply chain. You are responsible for the accuracy of your account information, the security of your API credentials, and all activity that occurs under your seat.

3. Acceptable use

• You agree not to transmit fraudulent, non-human, or misrepresented traffic; to circumvent auction mechanics; or to submit inventory you are not authorized to sell
• You agree to honor all privacy and consent signals and to comply with applicable law, including the UK GDPR and the Data Protection Act 2018, the GDPR, CCPA, and COPPA, in every market where you operate

4. OpenRTB & standards compliance

Integrations must conform to the OpenRTB specification version negotiated during onboarding and to applicable IAB Tech Lab standards, including SupplyChain, ads.txt, and sellers.json disclosure requirements.

5. Fees & payment

Fees, take rates, and payment terms are set out in your commercial order. Amounts are payable in accordance with the agreed schedule. Auction economics are transparent and reconcilable against your own logs.

6. Service levels

Availability targets, support response times, and any service credits are those set out in your commercial order. Planned maintenance is communicated in advance through partner channels.

7. Data protection

Each party complies with the UK GDPR and the Data Protection Act 2018. Where you pass us personal data to process on your behalf ("Partner Personal Data"), you are the controller and Adspiro is the processor, and the following terms apply for the duration of the Services.

• Subject matter and purpose: operating the auction, delivering and reconciling campaigns, invalid-traffic and brand-safety controls, and reporting. Categories of data and data subjects are as described in our Privacy Policy
• We process Partner Personal Data only on your documented instructions, including for transfers, unless required otherwise by law
• We keep personnel bound by confidentiality and maintain technical and organisational measures appropriate to the risk, as required by Article 32
• You give general authorisation for the sub-processors listed in our Privacy Policy. We notify you before adding or replacing one, so that you can object
• We notify you of a personal data breach affecting Partner Personal Data without undue delay, and in any event within 48 hours of becoming aware of it
• We assist you with data subject requests, security, breach notification and data protection impact assessments, and make available the information needed to demonstrate compliance, including audit information on reasonable request
• Transfers out of the United Kingdom are made under the UK International Data Transfer Agreement or the UK Addendum to the Standard Contractual Clauses
• On termination we delete or return Partner Personal Data, except where we are required by law to retain it

8. Intellectual property

The Services, including all software, documentation, and trademarks, are and remain the property of Adspiro. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services during the term.

9. Warranties & liability

The Services are provided on an "as available" basis. To the maximum extent permitted by law, Adspiro disclaims implied warranties, and neither party is liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill.

Each party’s total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid or payable under the relevant commercial order in the twelve months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

10. Term & termination

Either party may terminate in accordance with the commercial order. Upon termination, your right to access the Services ceases and outstanding fees become due. Provisions that by their nature should survive will survive.

11. Governing law & jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

12. Changes & contact

We may update these Terms from time to time. We communicate amendments by email and by publishing the amended Terms on this page at least 14 days before they take effect. For questions, contact connect@adspiro.io.