Terms of Use

Last update: 15 October 2020

The terms and conditions described on this page apply between Upscale Digital LLC, 1309 Coffeen Avenue Ste 1200, Sheridian, WY 82801 (Upscale Digital, Platform, DSP) and the Customer.

By registering in Upscale Digital platform and using it's services you agree with all statements described on current page. These terms are applicable to all customers except those who have a separate individual contract signed between Upscale Digital and the Customer.

If you do not agree with these Terms and Conditions, do not access or use the Upscale Digital Services or interact with the Upscale Digital or any of its affiliates.

Definitions

“Advertising” means digital material including but not limited to all content, trade marks, branding features and ‘look and feel’.

“Advertising Materials” means creative materials, active URL’s and their related tags.

“Demand Partner” means a party connected to the Upscale Digital Platform that may wish to buy Media.

“Supply Partner” means a party that is connected to the Upscale Digital Platform that has Media that it wishes to sell.

“Predictive Optimization” means a universal technology that implements decision making, planning and decisions (what should we do) based on prediction (what will happen) by means of artificial intelligence (AI), developed and maintained by Upscale Digital.

“Media” means digital advertising units on websites and other locations made available by Supply Partners where Advertising can be displayed.

“Media Cost” means the amount payable for Media acquired through the operation of the Upscale Digital Platform from Supply Partners.

“Service fee” means the amount payable for services provided by Upscale Digital, such as: hosting client advertising materials, purchasing media on Customer's behalf, access to reporting UI, servers and data storage upkeep cost, "Predictive Optimization" technology, account management service, other optimization services.

“User Interface” or “UI” means the ‘application programming interface’ that can be used by the Customer to interact with the Upscale Digital Platform.

“Site” means one or more websites made available to the Upscale Digital Platform and/or online locations that are operated by or on behalf of a Supply Partner or upon which a Supply Partner has the right to display Advertising.

“Personal Data” means information that allows the holder to identify someone as an individual and/or is considered to be ‘Personal Data’ by any applicable laws.

“Bid” means a response (containing Bid Data) to a Bid Request.

“Bid Request” means a request (containing Supply Partner Data) made by a Supply Partner for Bids on Media that it has available and includes certain criteria that must be met including the price for the Media and other information that does not include any Personal Data that is not being used in accordance with all applicable laws.

“Impression” means provision of the relevant Advertising Materials to the relevant Site after a Winning Bid has been successfully completed in accordance with section 3.

1. Media Cost and Service Fee

The Upscale Digital DSP shall receive Bid Requests from Supply Partners in response to which the Upscale Digital DSP may generate and submit Bids to Supply Partners via the Upscale Digital DSP. Upon receipt of Bids, Supply Partners shall select which Bid best fits the criteria set out in their originating Bid Request (the “Winning Bid”). If a Bid submitted by the Upscale Digital DSP becomes a Winning Bid, the Upscale Digital DSP shall procure delivery of the Advertising Materials relating to such Winning Bid to the relevant Site (each an “Impression”). The Media Cost for each Impression is payable by the Customer to Upscale Digital together with the Service Fee.

Service fee is calculated as following: 0.15 x Media Cost as recorded by Upscale Digital

2. Payment

All services and media purchases are provided on a pre-payment basis. Customer prior to buying media must deposit funds to his Upscale Digital DSP account. All accounts will have personal client area where total remaining account balance will be displayed. In order to place Customer advertising materials on Supply Partners media inventory and provide access to other services, Upscale Digital will check if client account balance is sufficient to do that.

Customer is able to replenish the account balance through the merchant payment solution or by bank transfer to payment details provided by Upscale Digital staff. The minimum initial deposit amount is $100 USD + fee (one hundred United States Dollars plus fee). Top up amount above the minimum threshold are solely a decision of the Customer. Initial top ups for the minimum required amount ($100 USD) are non-refundable. Minimal amount of bank wire transfer is $1000 USD (one thousand United States Dollars).

The Media Cost and Service Fee are deducted from Customer's account balance upon impressions and service delivery. You agree that Upscale Digital may stop any running advertising campaigns if your account balance is close to 0 or is below 0. In case your account balance reaches a negative value, Upscale Digital may require a payment to be made for a sum that equals a negative balance even if your advertising campaigns are not running and no service is provided.

You are responsible for paying Upscale Digital for all Media that you buy using the Upscale Digital DSP together with a Service Fee.

3. Reporting

Upscale Digital will measure the Media that is bought on your behalf using Upscale Digital’s UI or via signed reports provided by Upscale Digital staff. If there is a discrepancy between the Upscale Digital reporting systems and Customer, the Upscale Digital reporting systems will prevail. Upscale Digital will investigate any discrepancies over 10% upon request and use all reasonable endeavours to resolve the matter to your reasonable satisfaction. Each party shall provide the other with daily automated reporting by email and/or via an ‘API’ service and/or any other method that is mutually agreed between the parties from time to time.

4. Third party advertisers

4.1 You agree to ensure that all advertising materials provided are complied with by both you and any third party advertisers that you represent. You will be directly liable to Upscale Digital for any act or omission by you or your advertiser that is not in accordance with these Terms of Use.

4.2 You confirm that you are the authorised representative of any advertiser that you advise Upscale Digital that you act on the behalf of and that that you are authorised to enter into and perform this Service Order on behalf of any such advertiser. You agree to be jointly and severally liable with any advertisers that you represent for all payment obligations set out in this Service Order and that Upscale Digital may contact any advertiser that you represent if any amounts payable under this Service Order are not received by the due date.

5. Customer obligations

You warrant, represent and confirm that your advertising practices comply with current Terms of Use and do not violate "Restricted Content" policy or "Prohibited Practices" policy.

Your Advertising Materials do not violate any applicable law in the country where there are used.

Your obligate to pay for any Media purchase made by Upscale Digital on your behalf.

6. Upscale Digital Obligations

Upscale Digital hereby covenants and agrees that, subject to all disclaimer of warranty and limitations of liability contained in current Terms Of Use.

Upscale Digital will measure the delivery of the Advertising using Upscale Digital’s reporting systems.

Upscale Digital will provide Customer with direct access to the UI and reporting.

Upscale Digital will upload Customer Advertising Materials through the Services and manage Media purchases on behalf of Customer.

Upscale Digital will provide technical support for the Services in timely manner.

7. Use of information

You hereby grant Upscale Digital a royalty free, non-exclusive worldwide licence in the Advertising to allow Upscale Digital to provide Services listed on this page. You grant to Upscale Digital all rights necessary to allow Upscale Digital to provide the Media purchase Services and to advise Upscale Digital customers and prospective customers that you use the Upscale Digital Services.

8. Cancellation

Either party may terminate the present Agreement with 48 hours’ written notice to the other party.

Upscale Digital shall be entitled, with immediate effect, to stop Customer's activity in the Platform or to prematurely terminate any Media purchase activity in writing where: Customer violates "Restricted Content" policy or "Prohibited Practices" policy.

In this case, Upscale Digital shall have the right to block your account immediately and to withhold the remaining funds in your account as a fine.

You acknowledge and agree that in case of Your account has been deleted at any reason it doesn’t mean that user data would be erased too.

9. Restrictions and other limitations

Customer agrees that he will not, without Upscale Digital’s prior written consent, provide, disclose, divulge or make available the Platform or any of the Documentation to any persons other than Customer’s employees under obligation of confidentiality to the Customer.

Customer shall have no rights or licenses with respect to Upscale Digital DSP except as expressly provided in this Agreement and Upscale Digital reserves all rights not explicitly granted herein. Customer may not copy, distribute, rent, lease, lend, sublicense, transfer or make Upscale Digital DSP Services available to any third party, decompile, reverse engineer, or disassemble Upscale Digital DSP, create derivative works based on the Upscale Digital DSP; or modify, remove, or obscure any proprietary notices or legends that appear in Upscale Digital DSP or during the use, or through any parent, subsidiary, affiliate, agent or other third party sell, lease, license, sublicense, encumber or otherwise deal with any portion of Upscale Digital DSP, including any and all applicable software and Documentation.

Customer and his employees are prohibited from modifying or altering Upscale Digital DSP in any way, damaging, misusing, improperly operating, or abusing the DSP, and introducing any computer virus or malicious or unauthorized programming code(s) into the DSP.

Upscale Digital reserves the right to control and verify compliance with these restrictions and limitations. Upscale Digital also reserves the right to remove the Content, and shall not be liable to Customer for any damages or other legal or equitable relief for such determination or removal, to the extent that Upscale Digital determines, in its sole and absolute discretion, that content provided by the Customer to Upscale Digital does not satisfy the terms, policies, or guidelines contained in the contracts agreed to by Upscale Digital and the respective Publishers or Exchanges, or to the extent that Upscale Digital is advised of the same by the respective Publisher or Exchange.

10. Change of terms

Upscale Digital reserves the right to change these Terms of Use and prices for its services at any time in its sole discretion and pursuant to applicable law. Amended versions of the Terms and Conditions or new pricing lists shall be effective upon providing the Customer with a notice of at least 2 (two) weeks. Amendments of pricing list do not affect ongoing Campaigns. Your continued use of Upscale Digital DSP after the effective date of any such notice shall constitute your acceptance of and agreement to such changes. IF THE CUSTOMER DOES NOT WISH TO BE BOUND TO NEW TERMS OF USE, HE MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF NEW TERMS AND CONDITIONS BY AN EMAIL NOTICE.

Upscale Digital reserves the right to modify Upscale Digital DSP and its functions or functionalities at any time in its sole discretion and without any liability. Upscale Digital agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, Upscale Digital reserves the right to modify or maintain Upscale Digital DSP at any time, with or without notice to the Customer.

Stay in the know

"Let me know when you are out of Beta
or have any substantial updates"