2.1 Grant of Licenses.

(a) Services. Provided you comply with all terms and conditions of these Terms of Service, AdPrompt hereby grants to you, during the term permitted by AdPrompt only, a non-exclusive, non-transferable, limited license, without right of sublicense, to use the Services, Platforms and Networks.

(b) Content. You hereby grant AdPrompt a worldwide, royalty-free, perpetual, transferable, non-exclusive license to: (i) deliver Content in accordance with the preferences you set using your Account; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of the Content; (iii) use, exhibit, broadcast, publish, publicly display, publicly perform, distribute, promote, copy, store, reproduce, of the Content on or through the Services, Platforms and/or Networks; and (iv) utilize Content to test AdPrompt’s internal technologies and processes.

2.2 Scope of Use.

(a) Responsibility for Content. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, ensuring that the Content does not include Prohibited Content (as defined herein) and does not violate any third-party rights, as further described therein and elsewhere in these Terms of Service.

(b) Content. AdPrompt and the Services, Platforms and Networks are passive conduits of the Content and AdPrompt has no obligation (and undertakes no responsibility or liability for any obligation) to undertake to review, monitor or oversee Content submitted, uploaded, distributed or retrieved in connection with use of the Services, Platforms and Networks. You further acknowledge and agree that the Services, Platforms and Networks and the Content provided by third parties may contain errors or omissions. You acknowledge and agree that AdPrompt does not screen or review published Content on the Services, Platforms and Networks to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, or which contains errors or omissions. Under no circumstances will AdPrompt be liable in any way for any user or other third-party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, delivered, emailed or otherwise transmitted via the Services, Platforms and Networks. AdPrompt does not guarantee that any Content will be to your satisfaction. You acknowledge AdPrompt is not responsible for preventing or identifying infringement of intellectual property rights or other violations associations with the Content, and AdPrompt assumes no responsibility for screening or monitoring for possible (i) infringement or enforcing your rights or third-party rights with respect to Content, (ii) unlawful, inappropriate or unpermitted use, (iii) libel, falsehoods, errors or omissions contained in Content, or (iv) noncompliance with FCC or other governmental laws and/or regulations. For any infringement or suspected infringement of intellectual property rights, notify AdPrompt in accordance with AdPrompt’s DMCA Notification Procedures set forth in Sections 12 and 13 below).

(c) Trendi. Trendi contains software to track and capture user activity to assist AdPrompt in optimizing delivery of Content. Your use of the Player constitutes acceptance of this feature. For further information on how such software is used, please review AdPrompt’s Privacy Policy located at //www.AdPrompt.Ai/privacy. If you enable, via your Account, syndication of your Content on third-party websites, you, and not AdPrompt, are solely responsible for notifying each such third-party website that AdPrompt may track information regarding the third-party users.

(d) Content Preservation and Disclosure. You expressly acknowledge and agree that AdPrompt may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of AdPrompt, its users and/or the public. You acknowledge and agree that the technical processing and transmission of the Services, including your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

(e) Third-party Publishers. You may, in your Account, indicate your preference to distribute Content via one or more online publisher(s) (each a “Publisher”), and in such case you assume all risks and liabilities associated with the distribution of Content to such Publishers including, without limitation, the obligations set forth in Section 2.3 below.

(f) Demonstration Accounts. At AdPrompt’s discretion, you may receive a demonstration Account which may include limited access to test certain features and functionality of the Services, Platforms and Networks free of charge (“Demo Account”). AdPrompt is permitted to suspend or terminate the Demo Account at any time with or without notice. At the end of any demonstration period as determined by AdPrompt, you are responsible for paying applicable fees for use of the Services pursuant to the payment terms and prices designated in a separate agreement between you and AdPrompt or, if no such agreement has been executed between you and AdPrompt, then pursuant to the AdPrompt’s then-current standard pricing schedule, which may (but is not required to) be available on the AdPrompt’s Website or your Account interface.

(g) Consent Management Platform. If you are located in the European Union, then by agreeing to the terms of the Consent Management Platform, you also agree to the term of AdPrompt’s Privacy Policy located at //www.AdPrompt.Ai/privacy.

2.3 Restrictions and Other Obligations.

(a) General Restrictions. You are expressly prohibited from: (i) selling, renting, leasing, sublicensing otherwise transferring or distributing any copies of the Services, Platforms and Networks to third parties; (ii) modifying, translating, reverse engineering, decompiling, or disassembling the Services, Platforms and Networks or altering any accompanying documentation; (iii) creating derivative works based upon the Services, Platforms and Networks; (iv) altering, destroying or otherwise removing any proprietary notices, images or logos displayed, provided on or embedded within the Services, Platforms and Networks; (v) restricting or inhibiting others’ use or enjoyment of the Services, Platforms and Networks; (vi) gaining unauthorized access to other Accounts; (vii) impersonating or otherwise misrepresenting any person or entity, or making false or misleading indications of origin or fact; (viii) interfering with or disrupting the Services, Platforms and Networks or AdPrompt’s servers or networks connected thereto, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services, Platforms and Networks; (ix) collecting or storing personally identifying information about other users for commercial or unlawful purposes; (x) impersonating any person or entity, including, but not limited to AdPrompt (or one of its vendors) officials, employees, or falsely stating or otherwise misrepresenting your affiliation with a person or entity or employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Services, Platforms and Networks; and (xi) any activities that constitute or aid in software piracy, including but not limited to making available tools that can be used for no purpose other than for “cracking” software or other copyrighted Content. All of the foregoing prohibited activities set forth in this Section 2.3(a) are individually and collectively referred to herein as “Prohibited Activities”. In addition to the terms and conditions enumerated herein, you further acknowledge that you have read and agree to the terms of AdPrompt’s Code of Conduct located at //www.AdPrompt.Ai

(b) Content Restrictions. Nothing in these Terms of Service shall be construed to grant, by implication, estoppel, or otherwise, any license or right to use any third-party Content accessed via the Services without the prior written permission of the content owner. Any and all rights not expressly granted herein are reserved to AdPrompt, its licensors, suppliers or third-party content owners. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, compliance with all applicable laws, rules and regulations, and obtaining all third-party consents and other rights, approvals, licenses, consents, waivers, and other permissions necessary for the Services to be utilized hereunder and AdPrompt is not responsible for the: (i) selection, acquisition, distribution and licensing of Content; or (ii) acquisition and payment of any third-party licenses, rights clearances or other permissions needed from unions, guilds or other entities to use Content in the manner authorized by you in your Account. You are solely responsible for maintaining copies of the Content and shall take precautionary measures to backup and protect it. AdPrompt has no obligation to provide you (or any third-party) with backup or archival copies of any Content uploaded or distributed via the Services.

(c) Prohibited Circumvention of Publishers’ Ownership Rights. You acknowledge and agree that your rights to view the Publisher content that you provide and/or access on or through the Services are strictly limited to the terms of those rights that you obtained in connection with your acquisition of the Content itself. Except as permitted expressly by such rights, you may not copy, reproduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in any way exploit any Content obtained through the Services, including, without limitation, by incorporating data and or Content from the Services into any e-mail, search, catalogue, directory, or other “white pages” products or service, whether browser-based, based on proprietary client-site applications, web-based, or otherwise. You understand, agree and acknowledge that engaging in any of the aforementioned conduct may constitute a crime and/or other form of unlawful behavior for which you may be held criminally and/or civilly liable.

(d) Prohibited Content. You shall not use the Services, Platforms and Networks to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (i) promotes illegal activity, or provides instructions for illegal activity; (ii) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (iii) you do not have the right to use for the purposes of the Services, Platforms and/or Networks, including to Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships including but not limited to inside information and confidential information learned or disclosed as part of employment or agency relationships or pursuant to nondisclosure agreements; (iv) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (v) infringes the intellectual property or proprietary rights of any third-party or contributes to inducing or facilitating such infringement.; (vi) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (vii) directly or indirectly is used for “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation; (viii) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the Services; or (ix) contains advertising, offers for sale, or sells any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertising, offers for sale, or sales any of the following items: any firearms, explosives, or weapons; any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; any alcoholic beverages which are not LDA compliant; any tobacco products for human consumption, including, without limitation, cigarettes and cigars but excluding legally compliant vaping products, any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature; any controlled substances or pharmaceuticals; any items that are counterfeit or stolen; any dangerous items; any goods or services that do not, in fact, exist; any registered or unregistered securities; any items that violate or infringe the rights of other parties; any items that you do not have the legal right to sell; any items were doing so through AdPrompt or the Services, Platforms and/or Networks would cause AdPrompt to violate any law. All of the foregoing prohibited uses set forth in this Section are individually and collectively referred to herein as “Prohibited Content”.

(e) Other Legal Restrictions. The Services, Platforms and Networks may not be used to intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law or use AdPrompt or the Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities, or upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market. AdPrompt reserves the right to charge $0.20 per minute of output video for the cost of encoding, streaming and hosting said videos in the event of any violation of the Terms & Conditions herein. You agree to comply with all applicable laws, rules and regulations that apply to their use of the Services. You, and not AdPrompt, shall be responsible for ensuring that your use of the Service does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally identifiable information or controlled technical data. You shall not (i) fail to complete any transaction after submitting an order to purchase any goods or services, subject to any specific terms and conditions governing such transactions, (ii) submit any order to purchase goods or services where you do not intend to complete the transaction, or (iii) purchase any goods or services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the user’s alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase such goods or services.

(f) Age Restriction. Use of the Services, Platforms and Networks is not intended for persons under the age of 18 (“Minors”). Minors are not authorized by AdPrompt to use the Services, even if Minors set up an Account or accept the terms of any agreement. Parents or guardians may authorize Minors between the ages of 13 and 17 to use the Services, provided they assume all responsibility and legal liability for the conduct of such Minor including, without limitation, monitoring the Minor’s access and use of the Services. If AdPrompt learns that anyone under the age of 13 is using the Services, AdPrompt will require verified parental or guardian consent, in accordance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”).