To access the Platform and Services, you must register and create an account. You agree to provide accurate, current, and complete information. You must keep your account secure, not disclose your login credentials to unauthorized parties, and remain fully responsible for all activities that occur under your account.

We may periodically update, modify, or enhance the Platform or Services, including security patches, bug fixes, enhancements, or new features. Such updates may affect your or your end users' experiences. We reserve the right to suspend, restrict, terminate, or remove your access to the Platform or Services at any time without prior notice.

By using the Services, you consent to receive communications from Nexad or our affiliates concerning your account, the Platform, Services updates, and other relevant notifications via electronic means.

We reserve the right to modify or update this Agreement, including any policies incorporated herein, at any time. Updated terms will be posted on the Platform and generally take effect 30 days after posting. Continued use of the Platform or Services after these changes constitutes acceptance of the revised terms. If you disagree with any revised terms, your sole remedy is to cease using the Platform and Services immediately.

Advertisers, media buyers, advertising agencies, demand-side platforms, e-commerce platforms, merchants, and other providers of advertisements (collectively, "Advertisers") may submit advertising content including, without limitation, text links, banners, videos, artwork, graphics, and other promotional materials ("Advertisements") for display and distribution through the Nexad Platform and Services.

If you use the Services as an Advertiser, you represent, warrant, and agree that:

Digital property owners, including but not limited to mobile application developers, website operators, and connected TV providers (collectively, "Publishers"), may offer their digital platforms, websites, applications, and other online properties (each a "Property," collectively "Properties") to display Advertisements through Nexad’s Platform and Services.
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If you use the Services as a Publisher, you represent, warrant, and agree that:

You represent and warrant that you will use the Platform and Services in full compliance with this Agreement and all applicable laws, rules, and regulations, including but not limited to export control laws. You further agree not to use the Platform, Services, or Software if:

Nexad may provide you with software development kits (SDKs), application programming interfaces (APIs), tracking pixels, integrations, documentation, sample code, and related developer tools and materials (collectively, the "Software") for your use in connection with the Platform and Services. Your use of this Software is governed by this Agreement and applicable end-user license agreements ("EULAs"). You agree to use the Software solely for purposes authorized by this Agreement and any related documentation or agreements.

Your use of any third-party SDKs, APIs, pixels, or software integrations in connection with the Services is governed solely by the terms and conditions of the applicable third-party provider. Nexad does not accept any responsibility or liability for third-party integrations, including compliance with applicable privacy and data protection laws. You are responsible for ensuring compliance with all applicable laws and regulations regarding third-party services integrated with the Nexad Platform and Services.

Nexad retains all legal right, title, and interest in and to the Platform, Services, Software, and all related intellectual property rights, including without limitation all technologies, algorithms, methods, documentation, and improvements thereto. Except for the limited license expressly granted to you under this Agreement, Nexad and its licensors reserve all rights not explicitly granted herein.

Subject to your compliance with this Agreement, Nexad grants you a limited, non-exclusive, non-transferable, revocable license solely to access and use the Platform, Services, and Software as permitted by this Agreement.

You expressly agree not to:

If you provide Nexad with suggestions, recommendations, or feedback regarding the Platform, Services, or Software ("Feedback"), you hereby assign to Nexad all rights, title, and interest in and to such Feedback, and Nexad shall have the unrestricted right to use and fully exploit such Feedback without acknowledgment or compensation to you.

Nothing in this Agreement grants you any right, license, or interest in Nexad's trademarks, trade names, logos, or branding elements ("Nexad Marks"). You may not use Nexad Marks without Nexad's prior written consent, except as expressly authorized through the Platform or Services.

To the extent that any personal data (as defined under applicable data protection laws) is shared or processed in connection with your use of the Platform and Services, such processing shall be governed by Nexad’s Data Processing Agreement ("DPA"), which is incorporated into and forms a part of this Agreement. You acknowledge and agree to comply fully with the obligations outlined within the DPA.

You represent and warrant that:

Your use of the Platform and Services is also governed by Nexad’s Privacy Policy, available at Privacy Policy. The Privacy Policy outlines how Nexad collects, uses, shares, and processes data provided by you or collected through your use of the Platform and Services. By accessing and using the Platform or Services, you affirm that you have reviewed and consent to the practices outlined in the Privacy Policy.

As explained herein and detailed further in our Privacy Policy Nexad Services are not intended for use by children, and you may not initialize or use any Nexad SDK or any aspect of the Services in connection with any user classified as a "child" under applicable law. Nexad does not knowingly collect personal information from children or serve advertisements directed to children.

You expressly agree that you will not, under any circumstances, knowingly collect, process, or share any data from or about children under the applicable age limit as defined by relevant data protection laws ("Child" or "Children"). As of the effective date of this Agreement, the Nexad SDKs and Services must not be initialized, activated, or utilized in connection with any digital property, application, or advertisement specifically designed or targeted toward Children.

You acknowledge and warrant that your use of the Platform and Services complies fully with all applicable children's privacy laws, regulations, and standards, including but not limited to:

You agree that it is your sole responsibility to:

If Nexad becomes aware that you have violated these requirements regarding Children's data, Nexad reserves the right to immediately suspend or terminate your access to the Platform and Services, and may pursue any additional remedies available under law. If you become aware that Nexad has inadvertently processed data relating to Children, you must immediately inform Nexad via email at contact@nex.ad

If you use the Platform and Services as an Advertiser, you agree to pay Nexad all applicable fees as determined by the online reporting and invoicing system provided by Nexad. Payment terms are generally net thirty (30) days from the invoice date, unless otherwise stated. All fees are payable in U.S. dollars, regardless of your primary business location.

If your payment method fails or if your account becomes past due, Nexad may, at its discretion:

You agree to reimburse Nexad for any collection fees, legal fees, or court costs incurred in collecting overdue amounts. Interest may accrue on overdue amounts at the lesser of one percent (1%) per month or the maximum allowable by law.

If you use the Platform and Services as a Publisher, Nexad agrees to pay you based on valid impressions, clicks, or actions delivered through your Properties, as determined solely by Nexad’s online reporting system. Payments are made monthly and are subject to applicable minimum payment thresholds communicated through the Platform.

Payments to Publishers will be calculated based on:

Nexad reserves the right to withhold, adjust, or offset payments for invalid activity, fraudulent traffic, policy violations, or breach of this Agreement or the Publisher Policy[to come]. Nexad’s determination of valid and invalid activity is final.

You are solely responsible for all applicable taxes, duties, levies, or similar governmental assessments related to your use of the Platform and Services, including but not limited to sales, use, value-added (VAT), goods and services (GST), withholding, or other taxes ("Taxes"). All payments owed by you to Nexad must be made without deduction for any Taxes. If required by applicable law, you agree to provide Nexad with a valid tax exemption certificate.

Publishers may be required to remit Taxes to relevant authorities for revenue earned through Nexad’s Services. If applicable, Publishers agree to provide their GST registration number upon request and adhere to local tax regulations.

You acknowledge and agree that any payment processing fees or transaction costs incurred in connection with payments to or from Nexad are your responsibility and will be borne solely by you.

Nexad reserves the right to modify its fee structures or introduce new charges at any time with advance notice through the Platform or via direct communication to your registered contact details. Continued use of the Platform or Services after fee modifications constitutes acceptance of the revised fee structure.

"Confidential Information" includes any non-public information provided by Nexad to you in connection with the Platform or Services, which may include but is not limited to:

Confidential Information does not include information that you can demonstrate:

You agree to:

You acknowledge and agree that unauthorized disclosure or use of Confidential Information may cause irreparable harm to Nexad. You agree that Nexad shall be entitled to seek injunctive relief or other equitable remedies, in addition to any other remedies available at law, in the event of any unauthorized disclosure or use of its Confidential Information.

Upon termination or expiration of this Agreement, or upon Nexad’s written request, you must promptly return or destroy all Confidential Information in your possession or control and certify in writing that such return or destruction has occurred.

If you believe any Advertisements, Properties, content, or other activity accessed or displayed via the Platform or Services violates this Agreement, applicable laws, or Nexad’s policies, you should promptly report such concerns to Nexad. You can submit reports of violations or inappropriate content through the reporting mechanisms provided on the Platform or by contacting Nexad's designated support team at contact@nex.ad

Upon receiving your report, Nexad will review the issue and take action as deemed appropriate in Nexad’s sole discretion, which may include removal of content, suspension, or termination of access or services to the offending party.

Nexad respects intellectual property rights and requires its Users to do the same. Nexad complies with applicable intellectual property laws, including the U.S. Digital Millennium Copyright Act ("DMCA") and related international laws and regulations.

If you believe your intellectual property rights have been infringed by any content accessible via the Platform or Services, please promptly notify Nexad's designated copyright agent at contact@nex.ad with a written notice containing:

Upon receipt of a valid infringement notice, Nexad will act expeditiously to remove or disable access to the infringing material and notify the responsible party. Nexad may also terminate access or use privileges for repeat infringers in its sole discretion.

For further information about Nexad’s policies regarding intellectual property rights and enforcement procedures, please review our Intellectual Property Policy[to come]

The Platform, Services, and Software provided by Nexad are offered on an "as is" and "as available" basis. Nexad expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Nexad makes no representations or warranties:

You acknowledge and agree that any material or data downloaded or otherwise obtained through the Platform, Services, or Software is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system, devices, or loss of data that results from the use of such material or data.

No advice or information, whether oral or written, obtained from Nexad or through the Platform, Services, or Software, shall create any warranty not expressly stated in this Agreement.

To the maximum extent permitted by law, in no event shall Nexad or any of its officers, directors, employees, affiliates, or agents be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, without limitation, damages for loss of profits, loss of data, loss of goodwill, business interruption, or costs of substitute services), whether based on warranty, contract, tort (including negligence), or any other legal theory, arising out of or related to this Agreement or your use of, or inability to use, the Platform, Services, or Software, even if Nexad has been advised of the possibility of such damages.
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To the maximum extent permitted by law, the total aggregate liability of Nexad for all claims arising out of or relating to this Agreement, your use of the Platform, Services, or Software shall not exceed the lesser of (a) Ten Thousand U.S. Dollars (USD $10,000), or (b) the amount paid or payable by you to Nexad in the three (3) month period immediately preceding the date the claim first arose.

Notwithstanding the above, if no fees were paid or payable in the relevant period, Nexad's total liability under this Agreement shall not exceed Twenty U.S. Dollars (USD $20).

Certain jurisdictions may not allow the exclusion or limitation of incidental or consequential damages or certain warranties; therefore, some of the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Nexad shall be limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Nexad, its affiliates, subsidiaries, and their respective directors, officers, employees, agents, licensors, and representatives from and against any and all claims, liabilities, losses, damages, judgments, awards, penalties, costs, expenses, and attorneys' fees arising out of or relating to:

Nexad reserves the right, at its own discretion and expense, to assume exclusive control and defense of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with Nexad in asserting any available defenses. You shall not settle any indemnified claim without Nexad’s prior written consent, which shall not be unreasonably withheld or delayed.

Nexad may, in its sole discretion and without prior notice, suspend, restrict, or terminate your account or your access to and use of the Platform, Services, and Software at any time, for any reason, including but not limited to:

Nexad also reserves the right, at its sole discretion, to remove your data, account information, and related content from the Platform or Services upon termination.

You may terminate this Agreement at any time by notifying Nexad in writing or through any termination functionality provided within the Platform or Services. Upon termination, you must immediately cease using the Platform, Services, and Software and promptly delete or return all Confidential Information, as required in Section 7 of this Agreement.

Upon termination or expiration of this Agreement for any reason:

The provisions of this Agreement that by their nature should survive termination shall continue to apply following termination, including but not limited to Sections on Proprietary Rights and Usage Restrictions, Confidentiality, Indemnification, Disclaimer of Warranties and Limitation of Liability, Governing Law and Jurisdiction, and Dispute Resolution and Arbitration.

You represent and warrant to Nexad that:

If you use the Platform or Services as an Advertiser, you further represent and warrant that:

If you use the Platform or Services as a Publisher, you further represent and warrant that:

You represent and warrant that you shall comply fully with all applicable anti-bribery and anti-corruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and any other applicable anti-bribery laws or regulations in your jurisdiction. You agree to maintain accurate records, implement adequate internal controls, and promptly report to Nexad any known or suspected violations of these laws.

his Agreement, and any disputes or claims arising out of or relating to this Agreement, the Platform, the Services, or the relationship between you and Nexad, including but not limited to matters concerning its validity, interpretation, enforceability, or breach, shall be governed exclusively by the laws of the State of Delaware, United States, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.

You and Nexad irrevocably consent and agree that the state and federal courts located in Delaware shall have exclusive jurisdiction to resolve any disputes or claims not subject to arbitration as provided in Section 14 of this Agreement. Both parties hereby waive any objection to jurisdiction and venue in these courts. In any such litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Nothing in this section shall limit or otherwise affect the arbitration agreement set forth in Section 14, nor the rights or obligations of either party under such arbitration provision.

You and Nexad agree that in the event of any dispute arising from or related to this Agreement, the Platform, the Services, or any aspect of our relationship, both parties shall first seek to resolve the dispute informally. You must notify Nexad of any dispute by providing a written notice ("Notice of Dispute") describing the nature and basis of the dispute, and the specific relief sought. Nexad agrees to attempt to resolve such disputes promptly and amicably.

Notice of Dispute should be sent to Nexad at contact@nex.ad

If the dispute is not resolved within sixty (60) days after Nexad receives your Notice of Dispute, either party may proceed to binding arbitration as set forth below.

Except as expressly provided herein, any unresolved disputes arising from or relating to this Agreement, the Platform, Services, Software, or your relationship with Nexad shall be submitted to binding arbitration conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, as modified by this Agreement. The arbitration shall be conducted in English, and all arbitration proceedings shall take place in Delaware, United States, unless otherwise mutually agreed upon by both parties.

The arbitration shall be presided over by a single arbitrator selected in accordance with the AAA rules. The arbitrator's decision shall be binding and enforceable in any court of competent jurisdiction. Arbitration awards shall include a written explanation of the basis for the decision.

The following disputes shall not be subject to arbitration and may be brought in a court of competent jurisdiction:

You and Nexad agree that arbitration shall be conducted solely on an individual basis. Neither you nor Nexad shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative, member, or in a class-wide or consolidated action. The arbitrator is authorized to award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this class action waiver is found to be unenforceable in any jurisdiction, then this arbitration agreement shall be deemed void in its entirety in that jurisdiction.

If any provision of this arbitration agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this arbitration agreement and the remainder of the arbitration agreement shall continue in full force and effect.

This Agreement, along with the Privacy Policy, Publisher Policy[to come], Demand Policy[to come], and any other supplemental policies, documents, or agreements referenced herein or otherwise applicable to your use of the Platform and Services, constitutes the entire and exclusive understanding between you and Nexad regarding your access to and use of the Platform, Services, and Software. This Agreement supersedes all prior agreements, communications, proposals, or representations, whether written or oral, related to the subject matter herein.

The failure of Nexad to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Nexad to be effective.

If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be severed or limited to the minimum extent necessary, and the remainder of the provisions of this Agreement shall remain in full force and effect.

You may not assign, transfer, or delegate any rights or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without Nexad's prior written consent. Nexad may freely assign this Agreement without restriction. This Agreement shall bind and inure to the benefit of each party’s successors and permitted assigns.

You agree that any claim or cause of action arising out of or related to this Agreement, your use of the Platform, Services, or Software must be filed within one (1) year after the claim or cause of action arose. Any claims or causes of action not filed within this one-year period will be permanently barred.

Nexad shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquakes, pandemics, governmental actions, war, terrorism, riots, labor disputes, disruptions in telecommunications, internet outages, or other unforeseen circumstances ("Force Majeure Events").

All notices required or permitted under this Agreement must be in writing and will be deemed delivered when received if delivered personally, sent by confirmed electronic transmission, overnight courier, or certified mail, postage prepaid, return receipt requested. Notices to Nexad should be sent to contact@nex.ad. Notices to you will be sent to the address or email provided in your account information.

The headings and titles in this Agreement are for convenience only and shall not affect interpretation. Both parties acknowledge and agree that this Agreement shall not be construed against any party by reason of having drafted it.

Nothing in this Agreement creates any joint venture, partnership, agency, employment, or fiduciary relationship between you and Nexad. Both parties are independent contractors in relation to one another.