This Master Service Agreement (“Agreement”) is entered into by and between DigiComet (“Platform Provider”) and the party signing the Main Terms Sheet (“Company”).
Advertising: Content intended for distribution to target platforms.
Ad Inventory: Available space for ad placement.
Bid: An offer made by a registered partner for ad placement.
Data Protection Legislation: Applicable data privacy laws.
Demand Partner: A bidder or demand-side platform.
Documentation: Official rules and procedures related to Auctions.
Performance Data: Analytics data regarding ad performance.
Personal Data: Data relating to an identifiable individual.
Registered Bidder: An entity that has signed up to bid via DigiComet.
Supply Partner: Publisher providing ad space.
Targeting Data: Demographic or contextual info provided for ad optimization.
Target Site Data: Information identifying content sources.
User: The end consumer viewing or interacting with ads.
User Data: Data pertaining to a user that is not identifiable on its own.
Winning Bid: The selected bid in an auction.
Winning Bid Price: Price associated with the winning bid.
Winning Bidder: The participant selected as the winning bidder.
2.1 Access Rights: DigiComet grants the Company a non-exclusive, non-transferable license to access its platform for bidding or supplying ad inventory.
2.2 Intellectual Property: DigiComet retains ownership of all platform IP. The Company shall not reverse engineer, replicate, or distribute the platform or any part thereof.
2.3 Restrictions: The Company shall not misuse or tamper with the platform, introduce malicious code, or distribute unsolicited bids.
2.4 Suspension: DigiComet reserves the right to suspend the Company’s access for violations or system integrity threats.
3.1 Bidder Payments: Demand Partners must pay Winning Bid Prices within 45 days of the auction month.
3.2 Supply Payments: Payments to Supply Partners will be made within 90 days post-invoice, contingent upon receipt from Winning Bidders.
3.3 Taxes: Each party is responsible for its own taxes.
3.4 Currency: All payments are in USD.
3.5 Reporting: Final invoices will be issued by the 10th of each month.
3.6 Threshold: Minimum payout to Company is $500. Balances below this roll over to the next period.
3.7 Netting: Mutual payment obligations may be netted against each other.
4.1 Permitted Use: Targeting and User Data may only be used for bid decisioning and forecasting.
4.2 Restrictions: Target Site Data must not be used to build user profiles.
4.3 Performance Data: May be used for analytics, reporting, and case studies (in aggregate, anonymized form).
4.4 Data Controller: Both parties act as independent data controllers.
4.5 Personal Data: Use of personal data must comply with the latest Transparency and Consent Framework and Data Protection Legislation.
5.1 Company Warranties: Company warrants it has all rights to content and authority to enter this Agreement.
5.2 DigiComet Warranties: DigiComet warrants ownership of the platform and its rights to operate the services.
5.3 Disclaimer: Except as explicitly stated, all warranties are disclaimed including fitness for purpose, merchantability, and non-infringement.
5.4 Service Interruptions: DigiComet is not liable for third-party outages or force majeure events.
Each party shall keep the other’s Confidential Information secret unless publicly known, independently developed, or disclosed lawfully by a third party.
7.1 Disclaimer: Except in cases of willful misconduct, breach of confidentiality, or indemnification obligations, neither party is liable for indirect damages.
7.2 Cap: Liability is capped to amounts paid in the past 6 months.
8.1 By Company: Company indemnifies DigiComet against third-party claims related to advertising content, IP infringement, or defamation.
8.2 By DigiComet: DigiComet indemnifies Company for third-party claims involving platform IP infringement.
9.1 Term: 12 months, automatically renewing unless terminated with 30 days’ notice.
9.2 Termination for Convenience: Either party may terminate with 30 days’ notice.
9.3 Termination for Cause: Breach not cured within 30 days may lead to termination.
9.4 Survival: Provisions intended to survive termination shall remain in effect.
10.1 Independent Contractors: Parties are independent; no agency or employment relationship is formed.
10.2 Entire Agreement: Includes Main Terms Sheet and supersedes all prior agreements.
10.3 Severability: Invalid provisions will not affect the rest of the Agreement.
10.4 Assignment: Requires consent unless through acquisition or merger.
10.5 Governing Law: United Arab Emirates law, unless otherwise stated.
10.6 Dispute Resolution: Arbitration via Dubai International Arbitration Centre (DIAC), unless otherwise agreed.
10.7 Legal Fees: Prevailing party in litigation is entitled to reimbursement of legal costs.
10.8 Waiver: Must be in writing and is specific to the instance.
10.9 Amendments: DigiComet may update these Terms and notify Company accordingly.
10.10 Force Majeure: Performance delays due to uncontrollable events are excused.
10.11 Counterparts: Agreement may be executed via email or fax in multiple originals.
10.12 Source Code: Source code is proprietary. No access or use by Company or third parties is permitted. Unauthorized modifications void services and may result in damages.