Terms of Service

These Terms of Service ("Terms") govern your access to and use of the A-Prism programmatic advertising platform, including our supply-side platform (SSP), demand-side platform (DSP), data management platform (DMP), and all related tools, APIs, dashboards, and services (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

"A-Prism," "we," "us," or "our" refers to A-Prism, the operator of the Platform. "You" or "Client" refers to any individual or entity that accesses or uses the Platform, whether as a publisher, advertiser, agency, demand partner, or other participant.

1. Platform Services

1.1 Service Description

A-Prism provides a programmatic advertising technology platform that enables:

• SSP Services — real-time auction management, header bidding integration, dynamic floor pricing, demand partner connectivity, yield optimization, and bidstream analytics for publishers and supply partners
• DSP Services — campaign management, audience targeting, real-time bidding execution, optimization algorithms, and performance reporting for advertisers and demand partners
• DMP Services — audience data aggregation, segmentation, activation, and analytics across first-party and third-party data sources
• Video Ad Serving — VAST/VPAID-compliant ad serving infrastructure for instream, outstream, and connected TV inventory

1.2 Service Availability

We target 99.9% platform uptime as measured on a monthly basis, excluding scheduled maintenance windows. We will provide reasonable advance notice of planned maintenance that may affect service availability. Actual service level commitments are defined in your individual service agreement.

1.3 Platform Modifications

We reserve the right to modify, update, or discontinue any aspect of the Platform at any time. We will provide reasonable notice of material changes that may affect your use of the Platform. Continued use of the Platform after such changes constitutes acceptance of the modified terms.

2. Account Registration and Access

2.1 Eligibility

To use the Platform, you must be a legally established business entity with the authority to enter binding agreements. Individuals must be at least 18 years of age. You represent that the information provided during registration is accurate, current, and complete.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, API keys, and integration tokens. You must promptly notify us of any unauthorized access or security breach. We are not liable for any loss arising from unauthorized use of your account credentials.

2.3 Authorized Users

You may authorize employees or agents to access the Platform on your behalf. You remain fully responsible for all activities conducted through your account, including the actions of authorized users.

3. Client Obligations

3.1 Compliance

You agree to use the Platform in compliance with:

• All applicable laws and regulations, including data protection, privacy, and advertising regulations in each jurisdiction where your ads are served or inventory is offered
• Industry standards and self-regulatory frameworks including IAB guidelines, OpenRTB specifications, and TAG best practices
• Our Acceptable Use Policy and any additional platform policies we publish
• The terms of any service agreement executed between you and A-Prism

3.2 Advertising Content Standards

All advertising content delivered through the Platform must comply with applicable advertising standards. You warrant that your content does not:

• Contain malware, auto-redirects, or other malicious code
• Promote illegal products, services, or activities
• Infringe on any third-party intellectual property rights
• Contain misleading, deceptive, or fraudulent claims
• Violate any applicable content regulations or industry guidelines

3.3 Traffic Quality (Publishers)

If you are a publisher or supply partner, you represent and warrant that:

• Your inventory is sourced from legitimate, human traffic
• You maintain and keep current ads.txt and sellers.json records
• You do not engage in or facilitate invalid traffic (IVT), including bot traffic, click fraud, impression laundering, or domain spoofing
• You have appropriate consent mechanisms in place where required by applicable law

3.4 Data Processing (All Clients)

Where you provide or make available personal data through the Platform, you warrant that you have obtained all necessary consents and legal bases for such processing. You agree to comply with applicable data protection regulations and to cooperate with A-Prism in fulfilling data subject requests.

4. Fees and Payment

4.1 Pricing

Platform fees, revenue shares, and pricing structures are defined in your individual service agreement or insertion order. In the absence of a written agreement, our standard pricing as communicated to you at the time of registration applies.

4.2 Payment Terms

Invoices are issued monthly in arrears unless otherwise specified. Payment is due within 30 days of invoice date. Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.3 Reporting and Discrepancies

A-Prism's reporting dashboard serves as the authoritative record for billing purposes. If you believe there is a billing discrepancy, you must notify us in writing within 30 days of the invoice date. Both parties agree to cooperate in good faith to resolve any discrepancies.

4.4 Taxes

All fees are exclusive of applicable taxes unless otherwise stated. You are responsible for any sales tax, VAT, GST, or similar taxes applicable to your use of the Platform in your jurisdiction.

5. Intellectual Property

5.1 Platform Ownership

The Platform, including all software, algorithms, machine learning models, interfaces, documentation, and proprietary technology, is and remains the exclusive property of A-Prism. These Terms do not grant you any ownership rights in the Platform. Your right to use the Platform is limited to the license granted under your service agreement.

5.2 Client Content

You retain ownership of all content, creative assets, and data you provide to the Platform. You grant A-Prism a non-exclusive, worldwide license to use, process, and display such content solely for the purpose of providing the Platform services.

5.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform, you grant A-Prism an unrestricted, perpetual license to use such feedback for any purpose, including product development and improvement.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information, including but not limited to pricing terms, technical specifications, business strategies, and client lists. Confidential information shall not be disclosed to third parties except as necessary to perform obligations under these Terms, with the consent of the disclosing party, or as required by law.

This confidentiality obligation survives termination of these Terms for a period of 3 years.

7. Limitation of Liability

7.1 Service Warranty

The Platform is provided "as is" and "as available." While we strive for high reliability and performance, we do not warrant that the Platform will be uninterrupted, error-free, or free from vulnerabilities. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.

7.2 Liability Cap

To the maximum extent permitted by applicable law, A-Prism's total aggregate liability under these Terms shall not exceed the total fees paid by you to A-Prism during the 12-month period preceding the event giving rise to the claim.

7.3 Exclusion of Consequential Damages

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or business interruption, regardless of the theory of liability, even if the party has been advised of the possibility of such damages.

8. Indemnification

You agree to indemnify, defend, and hold harmless A-Prism and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform in violation of these Terms
• Your advertising content or inventory violating applicable laws, regulations, or third-party rights
• Your failure to obtain required consents for data processing
• Invalid traffic, fraud, or other deceptive practices originating from your account

9. Term and Termination

9.1 Term

These Terms are effective from the date you first access the Platform and remain in effect until terminated by either party in accordance with this section or the terms of your service agreement.

9.2 Termination for Convenience

Either party may terminate these Terms by providing 30 days' written notice to the other party, unless a longer notice period is specified in your service agreement.

9.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in activity that poses a material risk to the Platform, its users, or A-Prism's reputation

9.4 Effect of Termination

Upon termination, your access to the Platform will be deactivated. We will make your data available for export for a period of 30 days following termination, after which it may be deleted. Obligations regarding payment, confidentiality, intellectual property, and limitation of liability survive termination.

10. Dispute Resolution

Any dispute arising from or related to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration under the rules of the Singapore International Arbitration Centre (SIAC), with the arbitration conducted in Singapore in the English language.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

12. General Provisions

• Entire Agreement — these Terms, together with any executed service agreement, constitute the entire agreement between the parties regarding the subject matter hereof
• Severability — if any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• Waiver — failure to enforce any right under these Terms does not constitute a waiver of that right
• Assignment — you may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets
• Force Majeure — neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, or cyberattacks
• Notices — legal notices must be sent in writing to the addresses specified in the applicable service agreement or to info@a-prism.io

13. Contact

For questions about these Terms or our Platform services, please contact: