Last updated: 7/21
This Agreement creates a contract between you (“You”) and Pontiac Intelligence LLC (” Pontiac”, “we” or “us”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, check the box indicating that you “Agree”.
If you do not agree with the terms of this Agreement, do not check the “I Agree” box, access or use the Pontiac Platform (as defined below), or download any software or applications from us. If you do not agree to the terms of this Agreement, You may not use our Services or the Pontiac Platform.
This Agreement governs Your use of our services (“Services”), through which you can establish media buying campaigns that allow You to purchase space for advertisements that you create or supply (“Ads”) on websites and in other digital media. Our Services include the Pontiac self-service digital media trading platform and the software, code, applications and processes that constitute it or to which you are given access through this Agreement, together with any modified versions, copies, upgrades, updates, and additions (the “Pontiac Platform”). The Pontiac Platform is accessed through a browser, and to use our Services and the Pontiac Platform you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). Our Services’ performance may be affected by these factors.
The Pontiac Platform is currently accessible through Google Chrome. It may be accessible through additional browsers from time to time, as indicated in our Documentation.
You may have one or more other written agreements with us or with our parent company, Programmatic Mechanics LLC, that supplement or supersede portions of this Agreement.
The Pontiac Platform is LICENSED to you, not sold. You will not own the Pontiac Platform in any form, even after you access it or download it or elements of it. Your license to use the Pontiac Platform is only granted pursuant to the terms of this Agreement. Use of some third-party platforms accessed through the Services (such as exchanges) may be subject to additional terms and conditions.
Your use of the Pontiac Platform and our Services, including any media purchases made through the Pontiac Platform, are additionally governed by our Terms and Conditions of Service, as in effect from time to time. Please review the Terms and Conditions of Service carefully.
Subject to Your ongoing compliance with this Agreement and payment of the applicable Fees (as defined below), Pontiac grants you a non-exclusive, revocable, non-transferable and limited license to access and use the Pontiac Platform during the License Term in a manner consistent with the terms of this Agreement, the Terms and Conditions of Service and applicable Documentation. Upon the expiration or termination of the License Term, you will no longer have the right to use or access the Pontiac Platform. The rights that are licensed to you under this Agreement are limited to those expressly granted in this Agreement, and Pontiac reserves all other rights.
As a condition of your License, you may not: copy, modify, translate, reverse engineer, decompile, disassemble, otherwise attempt to derive the source code of, tamper with, obtain or use a “dev key” for, or create derivative works based upon the Pontiac Platform, including the content or third-party applications made available via the Services, or any portion thereof; sell, rent, lease, sub-lease, sub-license, transfer, distribute, broadcast, display or otherwise assign any rights to the Pontiac Platform or the Services to any third party; remove any proprietary notices or labels on the Pontiac Platform; work around any technical limitations or access control measures in the Pontiac Platform; use any automated means (including scripts, bots, spiders, scrapers, viruses, worms, crawlers or similar software) to access or use the Pontiac Platform; use the Pontiac Platform for reasons other than the establishment of media trading campaigns as described in your Documentation; copy, modify, erase, or damage any information contained on computer servers used or controlled by Pontiac or any third party used in connection with the Pontiac Platform or the Services; use the Pontiac Platform to violate any law or legal right of any third party, including any publicity, privacy, or intellectual property rights; take any action that is harassing, defamatory, abusive, tortious, threatening, obscene, harmful or otherwise objectionable; use any data mining, robots, or similar data gathering and or extraction tools in connection with the Pontiac Platform; use the Pontiac Platform or the Services to obtain personally identifying information about any person in violation of applicable laws, regulations, or privacy policies; access the Pontiac Platform or the Services in order to create, contribute to, or improve a competing service; interrupt, destroy or limit the functionality of the Pontiac Platform or the Services; distribute ads that violate our Ad Standards; or impersonate or misrepresent your affiliation with any person or entity in regard to your Ads, the Pontiac Platform or the Services.
Violation of any of the restrictions or obligations in this Agreement may result in the termination of your license to use the Pontiac Platform. Pontiac reserves any and all rights or remedies that may be available in the event of your breach of this Agreement.
Pontiac may issue updates to the Pontiac Platform from time to time. You agree that the Pontiac Platform may automatically download, incorporate and install such updates, and you agree that this Agreement, as amended from time to time, will apply to all such updated versions of the Pontiac Platform, unless such updated versions are released with a separate license agreement. It is your responsibility to ensure you have or are using the latest version of the Pontiac Platform. New or modified versions of the Pontiac Platform may contain altered, reduced, or different interfaces or functionality.
The Pontiac Platform will operate only on those hardware and software platforms, and will only be accessible through those browsers, specified in the Pontiac Platform Documentation from time to time. It is your responsibility to provide compatible platforms for the Pontiac Platform and to maintain a compatible browser. Pontiac may add or remove support for specific platforms or browsers at any time with or without notice, and with or without a new update.
Pontiac may, in its sole discretion, change, suspend, remove, or disable access to the Pontiac Platform or the Services at any time with or without notice. Pontiac (and not any app store, device manufacturer, or operating system provider) will be solely responsible for support of, claims related to, and updates to the Pontiac Platform.
The Pontiac Platform (including all past and future iterations of it) is protected by intellectual property laws, including, without limitation, copyright, patent, trademark, trade secret, and industrial design law. Pontiac retains all title and ownership rights in the Pontiac Platform. Except as expressly stated in this Agreement, Pontiac does not grant any express or implied right or license to you under any patent, copyright, trademark, trade secret, or industrial design rights of Pontiac.
The Pontiac Platform includes all data generated by end-users’ use of the Pontiac Platform and all algorithms, analyses, compilations and reports related to same, and all of the foregoing shall remain the sole property of Pontiac.
The third party platforms, ad servers, applications, websites and digital media spaces accessed through the Pontiac Platform and the Services (“Third Party Content”) are the property of Pontiac, its licensors, its partners, or publishers. Title, ownership rights and intellectual property rights in and to such Third Party Content belong to Pontiac or these third parties. This Agreement gives you no ownership interest in the Third Party Content, and you may not infringe the intellectual property rights of others. You are solely responsible for the investigation, defense, settlement and discharge of any claim against you based on your use of the Pontiac Platform or Third Party Content.
You shall remain the sole owner of any intellectual property in the Ads or other Creative Materials that you upload or otherwise provide for use in connection with the Pontiac Platform or the Services. Pontiac shall have a limited license to reproduce, store and distribute your Ads solely as necessary to provide the Services.
The Pontiac Platform may make third-party web sites, web pages, products, services, and applications available to you via links (“Linked Services”), and these Linked Services may have their own applicable agreements or terms. Pontiac is not responsible or liable for the features or content of any Linked Services, and the links to them in the Pontiac Platform do not imply Pontiac’s endorsement of them. Your access to any of the Linked Services is entirely at your own risk, and you are solely responsible for any consequences of accessing any Linked Services, as well as for viewing and abiding by any applicable agreements or terms.
Use of the Pontiac Platform requires registration. There is a one-time Entry Fee (plus sales tax, if applicable) that must be paid at the time of registration. Please see our current Fee Schedule here: Pricing. The Entry Fee is non-refundable.
You agree to provide true, accurate, current and complete information about yourself and your intended use of the Pontiac Platform as prompted by the registration process (together with any information or materials provided to You as part of the registration process, such information being the “Documentation”). You agree to update your Documentation in order to keep such information current. You are solely and entirely responsible for maintaining the confidentiality of your password and user name. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account.
The Documentation may limit your use of the Pontiac Platform and the Services to a particular geographic territory (the ” Territory”), certain lines of services, certain uses, or certain financial limits. You shall only have the right to use the Pontiac Platform and the Services within such Territory or other such limits.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PONTIAC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND PONTIAC, ITS CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS PARTNERS, AS APPLICABLE (COLLECTIVELY, THE “PONTIAC ENTITIES”) EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND FOR THE PONTIAC PLATFORM OR THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. USE OF THE PONTIAC PLATFORM AND THE SERVICES IS AT YOUR OWN RISK. THE PONTIAC ENTITIES MAKE NO WARRANTY THAT THE PONTIAC PLATFORM AND THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE PONTIAC PLATFORM AND THE SERVICES WILL BE COMPLETE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, VIRUS-FREE, ERROR-FREE, OR THAT DEFECTS OF ANY KIND WILL BE CORRECTED. THE PONTIAC ENTITIES MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE PONTIAC PLATFORM, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE PONTIAC PLATFORM OR IN CONNECTION WITH THE SERVICES, AND NO ORAL OR WRITTEN ADVICE, RELEASE OR INFORMATION PROVIDED BY THE PONTIAC ENTITIES TO YOU SHALL CREATE A WARRANTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE PONTIAC PLATFORM OR THE SERVICES IS TO STOP USING IT.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PONTIAC ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AGENTS OR AFFILIATES SHALL NOT BE LIABLE FOR PERSONAL INJURY, OR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, PECUNIARY LOSS, LOSS OF INFORMATION OR DATA, BUSINESS OR PERSONAL USE INTERRUPTION, OR ANY OTHER COMMERCIAL OR PERSONAL DAMAGE OR LOSS), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PONTIAC PLATFORM AND THE SERVICES, HOWEVER CAUSED, WHTHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF PONTIAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PONTIAC ENTITIES BE LIABLE FOR ANY CLAIMS OR DAMAGES IN EXCESS OF THE AMOUNT YOU PAID TO PONTIAC DURING THE PREVIOUS 12 MONTHS (YOU WILL BE RESPONSIBLE FOR ANY EXPENSES YOU MAY INCUR IN RELATION TO RECEIVING THIS AMOUNT). THE FOREGOING LIMITATIONS SHALL APPLY AT ALL TIMES, REGARDLESS OF WHETHER THE SPECIFIED REMEDY FAILS OR IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
You will indemnify, hold harmless, and defend Pontiac and its parents, shareholders, subsidiaries, affiliates, officers, directors, employees, service providers, distributors, licensors, agents, successors, assigns and other representatives, from all third-party claims, judgments, liabilities, expenses, costs or related penalties, including, without limitation, reasonable attorneys’ fees, arising out of, resulting from or in any way connected to your breach of this Agreement, your violation of any third-party’s rights (including intellectual property rights), or your illegal acts or omissions.
Should you have any questions, complaints, or claims relating to the Pontiac Platform or our Services, please contact us at firstname.lastname@example.org
If you have executed a PONTIAC INTELLIGENCE INSERTION ORDER (“PIIO”) with our services team outside of this EULA, that PIIO agreement replaces the FEES AND PAYMENTS FOR MEDIA details below. That Insertion Order is subject to IAB Standard Media 3.0 Terms and Conditions. In any disputes between the IAB Standard Media 3.0 Terms and Conditions and this EULA, this EULA is the definitive document and supersedes the IAB Standard Media 3.0 Terms and Conditions.
In addition to the Entry Fee of $100, we charge a Minimum User Fee, payable on the first day of each month, to maintain access to the Pontiac Platform and the Services, including your delivery data and the proprietary programmatic trading wiki. The Minimum User Fee will be automatically billed at the beginning of each month to the credit card you provide at registration. The monthly Minimum User Fee is non-refundable.
The Minimum User Fee is set forth in our Fee Schedule here: Pricing. We may change the monthly Minimum User Fee upon sixty (60) days written Notice. The Minimum User Fee will be waived for any month in which you pay a Software User Licensing Fee in excess of the then-current Minimum User Fee. The waived fee will appear as a credit to your account in the following calendar month.
In order to purchase ad space through the Pontiac Platform, You must fund Your account in advance by means of a credit card payment. The Pontiac Platform will let you choose the credit card to be charged and the amount you would like charged to that credit card. You can check your account balance at any time through the Pontiac Platform. Purchases of ad space for campaigns that you initiate will be automatically drawn down from your account balance. Unused balances of $500 or less are non-refundable. Account balances do not bear interest.
Pontiac charges a Software User Licensing Fee equal to a margin of 20% of the media spend that you initiate and run through the Pontiac Platform. For purposes of clarity, if you want to initiate a $100 campaign through the Pontiac Platform, you will need to deposit $200, $100 of that will constitute our Entry Fee noted above. This is a fee for access to the buying, optimization, and other functionality of the Pontiac Platform including the client Wiki. The remaining funds spent on a campaign will be used to procure the ad space inventory where your ads are served, and to pay out-of-pocket third-party exchange, data, and related fees and costs.
Your Pontiac Platform account will show the total amount spent on any campaign you initiate, but will not break out our Software User Licensing Fee or the other third-party fees and charges.
If you upload Ads as described in paragraph 12, below, we will charge a Creative Upload Fee for each new Ad that you upload, as set forth in the Fee Schedule here: Pricing. The Creative Upload Fee may change from time to time upon written notice to You.
By entering into this Agreement, registering for the Services, and providing your credit card details, you explicitly agree (a) to pay the Fees as set forth herein and as specified in the Fee Schedule here: Pricing, (b) that you are authorized to provide the credit card information provided and to authorize the fees and charges set forth herein, (c) that you will be liable for, and will not dispute or attempt to revoke, any charges you authorize through the Pontiac Platform, (d) that you understand any charges you authorize are non-refundable except if we terminate our license to You unilaterally, in which case we will return any unspent balance after the completion of all extant campaigns, or with respect to unspent account balances in excess of $500 upon written request, and (c) you will pay any sales tax do in connection with any purchases made through the Pontiac Platform.
Any refund request may be subject to an administrative charge.
Any campaign that you design and initiate through the Pontiac Platform produces an order for the acquisition of Ad Space pursuant to terms that you designate. Any such order shall be deemed an Insertion Order and shall be governed by our Terms and Conditions of service.
You are solely responsible for any campaigns that You or Your representatives design and initiate through the Pontiac Platform, including for any targets or limitations that You set. Please review all campaign details carefully before submitting, as such details cannot always be changed after submission. Pontiac has no liability for any accidentally or incorrectly submitted campaign details.
Either You or We, each at its sole discretion, at any time, with or without notice, and for any or no reason, may terminate this Agreement or suspend your access to the Pontiac Platform. Upon termination of this Agreement, You will immediately cease use of the Pontiac Platform and will delete all copies of the Pontiac Platform or elements thereof that You have made.
If You terminate this Agreement other than for cause, we shall complete any extant campaigns and thereafter have no other obligations to You.
If we terminate this Agreement other than for cause, we shall return to you the unspent balance in your account and otherwise have no other obligations to You.
Pontiac, at its sole discretion, may change the terms of this Agreement from time to time upon notice to You. The most current version of this Agreement will be effective immediately upon release, and will supersede all previous versions. You accept any and all modifications by continuing to use the Pontiac Platform.
You may not assign this Agreement, any portion of it or any of your rights or obligations under the Agreement to any third party, whether by direct transfer, sub-license or any other means. Any purported assignment of this Agreement or any portion of it, by you, shall be null and void. To the extent permitted by applicable law, Pontiac may, at its sole discretion and without any recourse to you, freely assign this Agreement, any portion of it or any of its rights or obligations under it.
This Agreement shall be construed in accordance with and governed by the internal laws of the State of New York, United States of America, without regard to choice or conflicts of laws principles (the “Applicable Law”). This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PONTIAC HEREBY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL IN ANY APPLICABLE JURISDICTION. Any and all disputes, controversies or claims (collectively, “Claims”) arising under or relating to the breach, interpretation or application of the terms of this Agreement or any extension or modification of the Agreement, regardless of the applicable legal theory, shall be exclusively resolved by a single arbitrator through final, binding and confidential arbitration, as follows:
If you are a resident of the United States of America, any arbitration between you and Pontiac will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules, as modified by this Agreement;
If you are a resident of any other territory, any arbitration between you and Pontiac will be administered by the International Chamber of Commerce, under its then-current Rules of Arbitration (available here), as modified by this Agreement.Any arbitrator so appointed shall adhere to the Applicable Law and applicable rules of arbitration (the “Arbitration Rules”), and shall be empowered to (i) determine the appropriate venue for the arbitration or the method for conducting the arbitral process (such as by written submissions or telephonic hearings) in lieu of the parties meeting at a physical venue, upon considering the territorial location of the parties, (ii) award actual money damages (but not punitive damages) against the party found to have violated this Agreement, and (iii) grant in his or her award, injunctive or other types of equitable relief, to enforce specific performance of this Agreement, and to prevent any continuing or further violation of its terms. Except as otherwise provided in this Agreement, the arbitrator’s decision will be final. Judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction, provided that any award may be challenged if the arbitrator fails to follow the Applicable Law.
If your Claim is for US$10,000 or less, either party may choose to have the arbitration be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic hearing. If your Claim exceeds US$10,000, the Arbitration Rules will determine the right to a hearing.
The cost of any arbitration shall be borne equally by the parties, except that each party shall be responsible for its own attorneys’ fees.
You and Pontiac agree that each may only bring a Claim against the other in an individual capacity, and not as a plaintiff or class member in any purported class action or other representative proceeding. Further, unless you and Pontiac agree otherwise, no judge or arbitrator may consolidate more than one person’s Claims or otherwise preside over any form of representative or class proceeding.
If the provisions of this paragraph 15 are found to be unenforceable with respect to a Claim, then any such Claim will be exclusively decided by a court of competent jurisdiction within New York County, New York, USA, and you and Pontiac agree to submit to the venue, personal and subject-matter jurisdiction of that court.
No delay or failure to take action under this Agreement shall constitute any waiver by Pontiac of any provision of this Agreement. Any waiver by Pontiac of any of the provisions of this Agreement must be express and in writing, and will not mean that Pontiac will waive any other provision in another situation.
If any portion of this Agreement is held to be invalid or unenforceable, or excessively broad as to duration, geographical scope or activity, then that portion shall be construed so that the remaining portions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad portion shall be deemed, without further action on the part of any party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction. If nonetheless, a portion of this Agreement is considered to be unenforceable by a court of competent jurisdiction, then the remainder of the Agreement shall continue in full force and effect.
This Agreement may be available in various translations, but to the extent allowable by applicable law, the English version controls. If another translation applies to you, you acknowledge that this Agreement was written in English and translated into other languages, and translation errors may exist.
The following are some of the laws, rules, regulations and sanctions that apply to this Agreement, the Services and the Pontiac Platform: (a) the U.S. Department of Commerce’s Export Administration Regulations (“EAR”), which governs the export and re-export of software; (b) the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which administers and enforces economic and trade sanctions; and (c) the U.S. Department of States’ International Traffic in Arms Regulations (“ITAR”), which implements the Arms Control Act regarding the export and temporary import of defense articles and services.
The Pontiac Platform may not be exported or re-exported (a) into countries under U.S. embargo, or (b) to any person on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List, or (c) to any person on the U.S. Department of Commerce Denied Persons List or Entity List, or (d) to any person on the U.S Department of State’s List of Statutorily Debarred Parties.
You agree that in the use of the Pontiac Platform and the Services, you are in compliance with, and shall at all times comply with the requirements of EAR, OFAC and ITAR, and all other applicable export and re-export related laws, rules, regulations and sanctions. You warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
THERE IS NO REFUND FOR ANY MONEY SPENT THROUGH THE PLATFORM.
But, if you have money still in your account over $500, we will wire the money back to you if you are fully dissatisfied. You will need to write us an explanation of what went wrong and why you over deposited any money. Under that amount we believe you did not give the platform the chance to optimize and we encourage you to set up another campaign or contact us to see if we can drive success.
The easiest way to close an account is to spend all the money available in your account. After 60 days your account will be deactivated. After 365 days your data will be deleted. At any point you can contact us and ask us to delete all information related to your account. We only hold the data for 365 days because our clients often come back when they realize the strength in our product.
You can also contact us through the form to close your account and we will be accommodating. We are friendly folks.
Contact us: email@example.com
We only accept Google and Adacado ad servers. If you wish to test a proprietary ad server, please reach out to your Account Manager. Each request will be evaluated and considered on a case by case basis.