Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Supply Monitor ("Company," "we," "us," or "our"). By engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Services

1.1 Description

Supply Monitor provides programmatic advertising intelligence services, including but not limited to invalid traffic (IVT) detection, supply quality analysis, and supply path optimization recommendations ("Services"). Services are delivered as reports, analysis, and recommendations based on data provided by Client.

1.2 Service Scope

Specific services, deliverables, pricing, and terms for each engagement are set forth in the applicable Service Agreement or Order Form executed between the parties.

2. Client Responsibilities

2.1 Data Provision

Client is solely responsible for providing Supply Monitor with the data necessary to perform the Services. This includes, but is not limited to:

• Activating and maintaining DSP log file exports (e.g., DV360 Data Transfer, The Trade Desk REDS, Amazon DSP Log File Delivery)
• Providing access to analytics platform exports (e.g., GA4 BigQuery exports, Adobe Data Feed)
• Ensuring data is complete, accurate, and delivered within agreed-upon timeframes
• Maintaining active platform connections and configurations required for data delivery

2.2 Platform Access

Client acknowledges that:

• DSP and analytics platforms may require 48 hours or more to finalize log file data
• Platform outages, configuration errors, or policy changes affecting data availability are outside Supply Monitor's control
• Client is responsible for resolving any access issues with their platform providers

2.3 Acceptable Use

Client agrees not to:

• Resell, redistribute, or sublicense Supply Monitor reports or deliverables to third parties without prior written consent
• Misrepresent Supply Monitor's findings or recommendations, or attribute statements to Supply Monitor that were not made
• Reverse engineer, decompile, or attempt to derive the underlying methodologies, algorithms, or detection rules used in our Services
• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Share login credentials or access with unauthorized parties

3. Service Delivery

3.1 Timing

Supply Monitor will use commercially reasonable efforts to deliver monthly reports within seven (7) business days following the end of each calendar month, subject to timely receipt of complete and accurate data from Client's platforms.

3.2 Deliverables

Services include delivery of reports in agreed-upon formats (typically Excel workbooks and PDF executive summaries) via secure, automated delivery methods. Supply Monitor does not require direct API access to Client platforms.

4. Payment Terms

4.1 Fees

Fees for Services are as set forth in the applicable Service Agreement or Order Form.

4.2 Payment

All fees are due in advance of the service period. Invoices are payable within thirty (30) days of receipt unless otherwise specified in the Service Agreement.

4.3 No Refunds

5. Intellectual Property

5.1 Client Data

Client retains all right, title, and interest in and to Client's data, including all DSP log files, analytics exports, and campaign data provided to Supply Monitor. Client grants Supply Monitor a limited, non-exclusive license to use such data solely for the purpose of providing the Services.

5.2 Supply Monitor Property

Supply Monitor retains all right, title, and interest in and to:

• Our methodologies, algorithms, detection rules, and analytical frameworks
• Our software, tools, and technology used to deliver the Services
• Aggregated, anonymized data and benchmarks derived from multiple clients (which contain no Client-identifiable information)
• Any improvements or developments to our Services or methodologies

5.3 Report Ownership

Upon full payment, Client owns the specific reports and deliverables created for Client. However, this ownership does not extend to the underlying methodologies, algorithms, or detection rules used to create such reports.

6. Limitation of Liability

6.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLY MONITOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption
• Cost of substitute services
• Any damages arising from Client's reliance on reports or recommendations

This exclusion applies regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Supply Monitor has been advised of the possibility of such damages.

6.2 No Liability for Data Failures

Supply Monitor shall have no liability whatsoever for:

• Client's failure to activate or properly configure data exports
• Incomplete, inaccurate, or delayed data from Client's platforms
• Third-party platform outages, errors, or policy changes
• Any results, conclusions, or actions taken based on incomplete data

6.3 Advisory Services Disclaimer

Supply Monitor provides intelligence and advisory services only. We do not guarantee specific outcomes, savings amounts, or recovery percentages. All recommendations are provided for informational purposes, and Client is solely responsible for decisions made based on our reports.

7. Confidentiality

Supply Monitor will maintain the confidentiality of Client data and will not disclose Client-specific information to third parties without consent, except as required by law. Aggregated, anonymized data may be used for benchmarking and service improvement purposes.

8. Data Retention

Supply Monitor retains Client data for one hundred twenty (120) days following the end of the service period or termination, whichever occurs first. After this period, data will be securely deleted. Client may request earlier deletion in writing.

9. Term and Termination

9.1 Term

These Terms commence upon Client's first use of the Services and continue until terminated as provided herein.

9.2 Termination for Convenience

Either party may terminate the Services upon thirty (30) days' written notice to the other party. Written notice may be provided via email to the contact address on file.

9.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

9.4 Effect of Termination

Upon termination:

• Client's access to Services will cease
• Any fees paid for the current service period are non-refundable
• Supply Monitor will complete any reports for periods already paid
• Data retention provisions (Section 8) will apply
• Sections 5, 6, 7, 10, and 11 will survive termination

10. Dispute Resolution

10.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

10.2 Arbitration Procedures

• The arbitration shall be conducted by a single arbitrator
• The place of arbitration shall be Kansas City, Missouri
• The language of the arbitration shall be English
• The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction

10.3 Exceptions

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.

10.4 Class Action Waiver

CLIENT AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN SUPPLY MONITOR AND CLIENT INDIVIDUALLY. CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemic or epidemic, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party shall provide prompt written notice to the other party and shall use reasonable efforts to mitigate the effects of the force majeure event.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

13. Entire Agreement

These Terms, together with any applicable Service Agreement or Order Form, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, understandings, and communications.

14. Amendments

Supply Monitor may update these Terms from time to time. We will notify Client of any material changes via email or through our website. Continued use of the Services after such notice constitutes acceptance of the updated Terms.

15. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Contact

Questions about these Terms should be directed to:

Supply Monitor
Email: legal@supplymonitor.ai