Terms and Conditions of Use

Welcome to our Terms and Conditions of Use ("TCU"). This is important and affects your legal rights. We reserve the right to update the TCU at any time as the need arises without any notice to you.

1. Welcome to Sulvo!

Thanks for your interest in our advertising technology services (the "Services")!

By using our Services, you agree to these terms and conditions of use (the "Sulvo Terms") and the Sulvo Program Policies (collectively, the "Agreement"). As used in the Agreement, "you" or "publisher" means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), "we", "us" or "Sulvo" means Sulvo, LLC., and the "parties" means you and Sulvo.

2. Access to the Services; Sulvo Accounts

Your use of the Services is subject to your creation and our approval of a Sulvo account (an "Account"). We have the right to refuse or limit your access to the Services. By enrolling in Sulvo, you permit Sulvo to serve, as applicable, (i) advertisements and other content ("Ads"), (ii) Sulvo video creatives (iii) related search queries and other links to your websites, mobile applications, media players, mobile content, and/or other properties approved by Sulvo (each individually a "Property"). In addition, you grant Sulvo the right to access, index and cache the Properties, or any portion thereof, including by automated means. Sulvo may refuse to provide the Services to any Property. Any Property that is a software application and accesses our Services (a) may require pre approval by Sulvo in writing, and (b) must comply with Sulvo’s Program Policies.

3. Using our Services

You shall use our Services at your own risk and shall bear all responsibilities for actions carried out under and the results from the use of our Services. You will only allow authorized individuals to have access to our services and will make sure that you protect access to our services with the same rigor that we apply to protect your data and access. You may use our Services only as permitted by this Agreement and any applicable laws. If you choose to use our Services, any dispute over privacy is subject to this TCU, including limitations on damages, arbitration of disputes, and application of the law of the state of New York. You may not copy, distribute, screen shot, reproduce, sell or publish any of the copyright material downloaded or copied from this website. For the avoidance of doubt, no permission is given for the transfer of any of this material to an open internet site. Sulvo monitors the web closely for violations of our use policy. You may discontinue your use of any Service at any time by removing the relevant code from your Websites.

4. Changes to our Services; Changes to the Agreement

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time without previous notice to you. We’ll post any modifications to the Sulvo Terms on this page and any modifications to the respective pages of the Sulvo’s Program Policies, as detailed herein under at Section 16. Changes will not apply retroactively and generally will become effective fourteen (14) days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. Also, we may add or impose new or additional charges and fees from time to time, without previous notice to you. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.

5. Intellectual Property; Brand Features

Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. If Sulvo provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Sulvo, in the manner permitted by the Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or you have our written permission. You will not remove, obscure, or alter Sulvo’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Sulvo services, software, or documentation.

We grant you a non-exclusive, non-sublicensable license to use Sulvo’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features'') solely in connection with your use of the Services and in accordance with the Agreement and the Sulvo Branding Guidelines. We may revoke this license at any time. Any goodwill arising from your use of Sulvo’s Brand Features will belong to Sulvo.

We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

6. Privacy

Our privacy policy explains how we collect, manage and protect your privacy when you use our Services. By using our Services, you agree that Sulvo can use such data in accordance with our privacy policy. You will always ensure that when you use the Services, the Properties have a clearly labeled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.

7. Seller General Data Protection Regulation ("GDPR") responsibilities

Sulvo is a controller for Seller’s personal data and does process visitor personal data. By applying for a Seller’s account, you are consenting to use your User Personal Information for the purposes provided under our Privacy Policy. If you are a European resident, you have the right to access personal information we hold about you and to ask your personal information to be corrected, updated or deleted. If you would like to exercise this right, please contact us through the contact information provided at the Privacy Policy disclosure. Additionally, if you are a European resident, note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests.

Sulvo will limit the processing of the data, collect only the data which is necessary, and not keep personal data once the processing purpose is completed. This would effectively comply with the following requirements of the GDPR: 1) forbid processing of personal data outside the legitimate purpose for which the personal data was collected, 2) mandate that no personal data, other than what is necessary, be requested and 3) ask that personal data should be deleted once the legitimate purpose for which it was collected is fulfilled.

Sulvo will obtain end users’ legally valid consent to the use of cookies or other local storage where legally required; and the collection, sharing, and use of personal data for personalization of ads or other services. Sulvo will retain records of consent given by end users; and provide end users with clear instructions for revocation of consent. Sulvo will also identify each party that may collect, receive, or use end users’ personal data because of the use of a Sulvo product, and will provide end users with prominent and easily accessible information about that party’s use of end users’ personal data.

8. Confidentiality

You agree not to disclose Sulvo Confidential Information without our prior written consent. "Sulvo Confidential Information'' includes: (a) all Sulvo software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by Sulvo that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Sulvo Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 8, you may accurately disclose the amount of Sulvo’s gross payments resulting from your use of the Services.

9. Termination

You may terminate the Agreement at any time by completing the account cancellation process. The Agreement will be considered terminated within 10 business days of Sulvo's receipt of your notice. If you terminate the Agreement with an earned balance, please contact us for additional information required to terminate the Agreement.

Sulvo may at any time terminate the Agreement or suspend or terminate the participation of any Property in the Services for any reason. If Sulvo determines that invalid activity was performed in your account, Sulvo may terminate the Agreement immediately or at Sulvo’s own discretion, provide you with a period of time not to extend more than 90 days from the invalid activity determination, for you to suspend, discontinue, correct or eliminate the invalid activity. During such a period of 90 days, or if you breach the Agreement or Sulvo suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other Sulvo products.

10. Indemnity

You agree to indemnify and defend Sulvo, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Sulvo, your use of the Services, or your breach of any term of the Agreement. Sulvo’s advertisers are third-party beneficiaries of this indemnity.

11. Representations; Warranties; Disclaimers

You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) Sulvo has never previously terminated or otherwise disabled a Sulvo account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Sulvo is correct and current. You also represent that if you are an individual you are at least 18 years of age. You also represent hereby, that you understand and accept that only one account at a time on your behalf is accepted by Sulvo.

OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE "AS IS". TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

13. Miscellaneous

Entire Agreement; Amendments

The TCU and this Agreement are our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after Sulvo modifies the Agreement.

Assignment

You may not assign or transfer any of your rights under the Agreement.

Independent Contractors

The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture.

No Third-Party Beneficiaries

Other than as set forth in Section 10, this Agreement does not create any third-party beneficiary rights.

No Waiver.

Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver.

Severability

If it turns out that a particular term or section of the Agreement is not enforceable, the remaining sections of the Agreement will remain in full force and effect.

Survival

Sections 8, 9, 10, 11, 12 and 13 of these Sulvo TCU will survive termination.

Governing Law; Venue

Sulvo, LLC is a company duly registered in the State of Wyoming. All claims arising out of or relating to this Agreement or the Services will be governed by the laws of the State of Wyoming.

Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

Communications

In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings.

14. Arbitration

The parties agree that any dispute arising from this Agreement shall be submitted to binding arbitration to resolve. Such arbitration shall be held in Cheyenne, Wyoming, U.S.A. in accordance with the commercial rules of the American Arbitration Association ("AAA"). All disputes shall be before a panel of three arbitrators, chosen by the AAA, who have at least ten years’ experience in commercial litigation in the software industry.

15. No Class Action

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND SULVO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both, you and Sulvo agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

16. Detailed Sulvo’s Program Policies

Restrictions on Passing and Redirecting Inventory.

Inventory coming from a Seller to Sulvo is subject to all publisher inventory rules. Before sending an impression to Sulvo, Seller must not first pass that impression through any system used for dynamically or programmatically allocating ad requests to Ad Networks (i.e., entities that buy on behalf of multiple advertisers, taking principal risk on the transaction) based on real-time pricing information (e.g., RTB) or automatic estimations of real-time pricing information (e.g., yield management). Further, Seller must not redirect inventory from Sulvo back to its own system, if that system is used for dynamically or programmatically allocating ad requests to Ad Networks based on real-time pricing information (e.g., RTB) or automatic estimations of real-time pricing information (e.g., yield management). Sulvo has no obligation to provide technical support to self-serve seller accounts.

Sulvo has no obligation to provide technical support to self-serve seller accounts.

Video Inventory

Video inventory (i.e., in-stream ad calls from both linear video content and online games) coming from a Seller to Sulvo is allowed only when the Seller either (i) owns the video player, (ii) owns the video content, (iii) holds exclusive sales rights to the video content, or (iv) plays video units prepared by Sulvo.

Site Content Policies

Websites or other properties that display the provided ads must not contain any of the following:

• Pornographic, adult, or mature content.
• Violent content.
• Hate speech (including content that incites hatred or promotes violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity), harassment, bullying, or similar content that advocates harm against an individual or group.
• Excessive profanity.
• Hacking/cracking content.
• Illicit drugs and drug paraphernalia content.
• Sale of tobacco or tobacco-related products.
• Sale of weapons or ammunition (e.g., firearms, firearm components, fighting knives, stun guns).
• Sale of products that are replicas or imitations of designer goods.
• Sale or distribution of pre-written term papers or student essays.
• Content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails.
• Online gambling or online casino-related content, sale of alcohol or sale of prescription drugs unless expressly permitted by Sulvo.

Invalid Activity

• You must not use artificial means to inflate impressions, conversions and/or clicks (e.g. click fraud).
• You must not distribute malware or deliver ads that link to pages that distribute malware.
• You must not use device fingerprints or locally shared objects (e.g. Flash cookies, Browser Helper Objects, HTML5 local storage) other than HTTP cookies, or user-resettable mobile device identifiers designed for use in advertising.
• You must not use systems that overlay ad space on a given site without express permission of the site owner.

Site Behavior.

Sellers are prohibited from displaying ads on websites and other properties that do any of the following: (i) change user preferences or initiate downloads without the user's express consent, (ii) redirect users to unwanted websites, or (iii) contain pop-ups or pop-unders or any other elements that interfere with site navigation.

Traffic Sources. Sellers may not provide inventory to Sulvo that do the following:

• Be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation. For clarification, this prohibition precludes the use of any system that overlays or creates ad space on a given site without the express permission of the site owner, including without limitation toolbars.
• Receive traffic from online advertising such as link exchange, pop-up and similar traffic. Users should always be able to easily find what an ad promises.

Webmaster Guidelines

Sellers are required to adhere to general webmaster quality expectations including but not limited to:

• Do not place excessive, repetitive, or irrelevant keywords in the content or code of webpages.
• Avoid hidden text or hidden links.
• Avoid "doorway" pages created just for search engines, or other "cookie cutter" approaches such as affiliate programs with little or no original content.
• Do not include deceptive or manipulative content or construction to improve your site's search engine ranking (e.g., your site's PageRank).
• Create a useful, information-rich site, and write pages that clearly and accurately describe your content.

Altering code

Ad code may not be altered, nor may the standard behavior, targeting, or delivery of ads be manipulated in any way.

Ad Caching

Ads may not be pre-cached, cached, or stored in any fashion. All ads must be requested dynamically.

Ad Placement

Ad code may not be:

• Displayed in pop-ups, pop-unders, exit windows, expanding buttons, animation or other similar methods.
• Obscured by elements on a page.
• Placed on any non-content-based page.
• Placed on pages published specifically for the purpose of showing ads.
• Integrated into a software application of any kind, including toolbars.
• Placed on pages whose content or URL could confuse users into thinking it is associated with a known brand due to the misuse of logos, trademarks, or other brand features.
• Placed in email programs or in emails, including but not limited to email newsletters.

Number of Ads

Sellers monetizing sites must ensure that at any given time, in-page ads (that is, ads that stay within the set dimensions of the ad slot), in-app ads (ads served within mobile applications), and other paid promotional materials do not exceed the amount of site content.

Seller Restrictions

Sellers can choose to block specific ads, advertisers, buyer networks, rich media vendors, and ads that use tagging as a means to create or use remarketing lists, or that use cookies based on interest-based categories.

In-App Ad Remarketing

To enable remarketing of In-App Ads using mobile device identifiers designated for advertising ("advertising-specific device identifier"), Seller must disclose in its privacy policy (i) that Seller will collect and pass to third parties advertising-specific device identifiers unless the user has opted-out of ad tracking for the device, and (ii) how a user who has opted-out of ad tracking may reset such identifier to disassociate the device from remarketing data that was collected and passed before the opt-out.

Location Data

In addition to the Location data provisions in the Platforms program policies, if a Seller (i) collects (whether through direct or indirect means); (ii) processes, or (iii) discloses any information that is derived from an end user’s GPS, wifi or cell tower data, then that Seller must (A) obtain express (i.e., opt-in) consent from its end users to all uses of such data, and (B) disclose in its privacy policy all such uses of such data (including without limitation, for example, any sharing of such data with third parties).

Auto-Update Minimum CPM Recommendations

Sellers that opt-in to the auto-updated minimum CPM recommendations are responsible for the minimum CPM setting applied to each ad unit.

Video

Sellers must comply with the below video policies to display any ads.

Video Content and Site Content Requirements.

Sellers must disclose in their privacy policies that third parties may collect certain types of information about a user's visit to their websites, including whether the user interacted with content on such sites. Any given video content clip containing the video ad must be at least 15 seconds in length.

Video Player Requirements.

Video players used to request and display ads, must meet the technical specifications set forth in the Video Player Requirements and support all forms of user interaction supported by the video format of such ads. For example, all clickable links within an ad must remain clickable while displayed in the video player. Sellers must not (i) alter the configuration of the video player to manipulate the targeting or delivery of ads in any way that is not expressly permitted by Sulvo, (ii) hard-code ads into the video player, or (iii) display any images, including creatives, in the template background of the video player.

Interaction of Ad with Video Player.

Once Sulvo has returned an ad in response to a request from Seller, the ad must be displayed until (i) the ad itself finishes playing; (ii) the user skips or closes the ad; or (iii) the end user navigates away from the video content by, for example, closing the browser window with the page displaying the video. Content playback must be paused when a user clicks on an ad.

Video Ad Placement.

Only one video ad may be displayed within the video player at any given time. Sellers may not (i) obscure, hide, or remove any elements of the ad units, (ii) place the ad such that it obstructs the video player's play, pause, volume or any other controls, or (iii) hard-code the ads into the content stream.

Ad format guidelines

Skippable video ads (linear):

• Ads must persist in the player or game until the user selects ‘Skip Ad’, or the completion of the ad.
• Publishers must not mute Skippable ads by default.
• Ads are only eligible to serve in the pre-roll video ad placement or in mid-rolls, provided the sum duration of video content exceeds the sum duration of video ads
• Click-to-play: The user clicks play to start video or gaming content.
• Main landing or navigational pages can only serve Skippable ads in click-to-play players or games.
• Pages with multiple players or games must set up click-to-play for all players or games.
• Auto-play watch or play pages: The user visits a page exclusively to watch or play interactive media content (similar to YouTube watch environments).
• Main landing pages of a site (e.g., home, navigational, search, etc.) are not considered autoplay watch or play pages.
• Players or games that auto-play on user-initiated landing pages are allowed.
• Only one autoplay player or game is allowed per landing page.
• Video content playlists that auto-play may only display Skippable ads in the pre-roll placement prior to the initial video. All subsequent video content clips are not eligible for Skippable ads.
• To display a Skippable ad, the content clip must be one minute or longer.

In-Stream non-skippable video ads (linear):

• Ads are eligible to serve in pre-roll, mid-roll and post-roll video ad placements.
• Ads must persist in the player or game until completion of the ad, and cannot be altered with skip or partial-view functionality.
• Publishers must not mute In-Stream ads by default.
• Video content playlists that auto-play may only serve video ads once every fifth video.
• To display one video ad, the content clip must be one minute or longer.
• To display more than one video ad, the content clip must have two additional minutes of content per additional video ad (i.e., three video ads for five minutes of content).

Overlay bottom-third ads (non-linear):

• Ads may start any time during the video content (recommended in the first 10 seconds).
• Ads must display for at least 15 seconds, or until minimized by the user.
• Ads must persist until the completion or pause of the video content, or replaced with a new ad, either in a displayed or minimized environment.
• Once minimized, ads cannot be displayed again without the user actively re-opening the minimized ad (i.e. cannot re-open overlays automatically).
• To display one overlay ad, the content clip must be 30 seconds or longer.
• To display additional overlay ads, the publisher needs to consider one of these options:
• The content clip must have 7 additional minutes of content per overlay (i.e., three overlay ads for 15 minutes of content).
• The user paused and then restarted the video content.

Full-slot ads (non-linear):

• Ads will be served as though they were linear ads in pre-roll, mid-roll and post-roll placements.
• Ads should be entirely visible, and not covered in any form or manner.
• Ads must display for at least 15 seconds, or until closed by the user.
• To display full-slot ads, the content clip must be 15 seconds or longer.

Companion ads (optional):

• Publishers using companion ads must place these ads close enough to the corresponding video ads for direct association.

Fees

Sulvo does not charge suppliers of ad inventory and it is free to use for all approved publishers. By signing up for Sulvo you are not obligated to pay fees, dues or send any payments to Sulvo. Sulvo reserves the right to impose or apply charges or services fees at any time, and any such charges or fees shall be effective according to Section 4 of the TCU.

Technical Support

Prior to making any support request to Sulvo, Sellers will first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without any escalation to Sulvo. Thereafter, a written request for technical support can be submitted.

Effective Date: March 15th, 2024