This Agreement shall govern participation in the Bidsopt Media Advertising program. By participating in
the Program, the advertiser agrees to be bound by the Terms and Conditions.
1.Between "BIDSOPT PTE. LTD.”, having our registered address in 1 RAFFLES PLACE, #41-01 ONE RAFFLES PLACE, SINGAPORE 048616 herein referred
as “Bidsopt "(the provider of the services).
And the Advertiser, Ad Agency, Ad Network, their Clients, Partners and Agents; herein collectively
referred to as "Advertiser". The submission of a signed release order/insertion order by
Advertiser to Bidsopt DSP is construed as an acceptance of all the rates, terms and conditions
under which advertising is sold at that time. Any and all modifications to the release order /
insertion order are invalid unless acknowledged and accepted in writing by both Bidsopt DSP
and the Advertiser.
Bidsopt may change the Terms and Conditions from time to time, at any time without notice
to Advertiser, by posting such changes on the Site. Advertiser’s continued access or use of the
Site constitutes your acceptance of the changes. It is your responsibility to regularly check the
Site to determine if there have been any changes to these Terms and Conditions. BY
ACCESSING, USING, BROWSING, OR REGISTERING FOR SERVICES PROVIDED THROUGH THE
SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If you do not
agree to these Terms and Conditions, you may not access or otherwise use the Site. If you
breach any of the Terms and Conditions, your authorization to access or use this Site or the
products and services offered through it may be terminated without notice by Bidsopt DSP.
2. Registration and Password.
To participate in the DSP, You must first register at Bidsopt.com
and create a unique, password-protected account (Your Account). You will be responsible for
safeguarding and maintaining the confidentiality of Your Account password. You also take full
and sole responsibility for any actions under Your password or Account, whether authorized
by You or not. Your registration information and certain other information about You to be
http://www.bidsopt.com/privacy/. You will immediately notify Bidsopt of any unauthorized
use of Your username or password. You are responsible for keeping Your Account information
current, complete and accurate, and You acknowledge and agree that Bidsopt will have no
responsibility or liability, directly or indirectly, for failure to deliver notices or payments that
result from inaccurate Account information.
3.By Network Participants.
You may terminate this Agreement by disabling Your Account. You
may terminate participating (or change or cease which Publisher Applications receive Ads) by
removing the Bidsopt. Bidsopt will pay all undisputed amounts due to You within sixty (60)
days from the last day of the month in which termination occurs.
Bidsopt may immediately terminate this Agreement, or cancel or suspend
whole or in part, the Network, for any reason at any time. In addition, Bidsopt may terminate
this Agreement immediately without notice to You in the event that: (i) You fail to comply with
the Bidsopt Advertising Guidelines; (ii) You breach any term or condition of this Agreement; or
(iii) upon receipt of claims or allegations from third parties or authorities or if Bidsopt believes
You have breached any term or condition of this Agreement. Bidsopt is not required, and may
be prohibited, from disclosing a reason for the termination of Your Account. All decisions
regarding the termination of Accounts shall be made in the sole discretion of Bidsopt. You
5.Charges, Fees and Payment
5.1 You will pay us for all charges and fees you incur in connection with using our services. You
are responsible to pay all applicable taxes arising from or in connection with your use of our
5.2 All our charges and fees are payable to us in United States Dollars or any other currencies
that both parties agree upon.
5.3 Charges are based on our measurements which are definitive and applicable for all billings
based on service rendered and product type such as impressions/clicks.
5.4 We will bill for all charges and fees at the end of the month or week (as agreed) or upon
completion for usage of services whichever comes earlier. We will submit an invoice to you
through e-mail or mailing address indicated on the insertion order. If we agree to your request
to send an invoice to a third party on your behalf, such third party will timely pay the invoice,
and if not, you will be immediately pay us all such amounts.
5.5 Any disputes about charges to your account(s) must be submitted to us in writing within
7 days of the date you receive/sight our invoice, otherwise you waive such dispute and such
charge will be final and not subject to challenge
5.6 All payments of service fees and initial deposit(s) are non-refundable. If you fail to make
any payment as set forth herein, you will pay all reasonable expenses (including attorneys’
fees) incurred by us in collecting such charges. Charges and fees do not include any applicable
sales, use, value-added, withholding, excise, or any other taxes or government charges, which
are payable by you and are in addition to any amounts due to us.
5.7 Any overdue amounts are subject to interest charges of 1.5% per month. Your account will
be deactivated or suspended if your overdue exceeds more than 3 months. We reserve the
right to use your information for debt collection purposes and send your account for collection
of non- payments.
5.8 In the event your services are terminated, you are responsible for payment of all charges
and fees incurred on or before the date of termination and all unpaid invoices issued to you. If
the charges are not due or payable after the date of termination, you are still liable to pay us
in full on the date of termination.
You hereby defend, indemnify and hold Bidsopt, and its affiliated companies, and each of their
respective directors, officers, employees, consultants and agents harmless from any losses,
damages, or costs arising from your use of the Services, or your breach of this agreement. This
includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads
infringe upon a party’s intellectual property or other rights.
7.Ad creative license.
7.1 Bidsopt needs the right to use your ad to the extent necessary to provide you with the
Services, now and in the future. For example, if you upload an ad to the Bidsopt Ad Server and
request that it be served to a particular website, Bidsopt requires a license from you to do so.
By using the Services, you:
a) Grant to Bidsopt , and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-
free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt,
and translate such ads, solely in the manner and for the purposes for which the Services are
used from time to time.
b) Grant to Bidsopt, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-
free, transferable, irrevocable right to collect, use and modify any data related to your ads
Grant to Bidsopt, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free,
transferable, irrevocable right to use your name, logo and ads on each of their respective
websites and promotional materials.
c) Represent to Bidsopt that you have the lawful right to post and distribute that ad to or
through the Services and, in doing so, you are not violating the terms of this agreement, the
terms of any other agreement, or the rights of any person or entity.
‘Bidsopt’ , ‘Bidsopt .com’ and the Bidsopt logo are, and remain, trademarks of Bidsopt , its
affiliated companies, and/or its licensors; you may not copy, imitate or use any of these
without Bidsopt’s prior written consent. In addition, all page headers, custom graphics, button
icons, and scripts are service marks, trademarks, and/or trade dress of Bidsopt, its affiliated
companies, and/or its licensors; you may not copy, imitate, or use any of these without
Bidsopt’s prior written consent.
You acknowledge and agree that all right, title and interest in and to the aforementioned
assets, including derivative creations, is the exclusive property of Bidsopt, its affiliated
companies, and/or its licensors, and is protected by applicable intellectual property and other
9.Identification as customer
You grant Bidsopt and its affiliated company’s permission to identify you as a customer. This
includes using your name, trade name and trademark (if applicable), and generally describing
your business in their marketing materials and website.
10.No Representations Or Warranties For DSP Platform
Bidsopt’s DSP platform is provided to you by Bidsopt on an ‘as is‘ and ‘as available‘ basis.
Bidsopt makes no representations or warranties of any kind, express or implied, as to the
operation of the Bidsopt DSP platform or any information, content or materials it contains.
Bidsopt expressly disclaims any and all representations, warranties and conditions, express
and implied, including any and all representations and warranties of title and non-
infringement, and all implied warranties and conditions of merchantable quality, fitness for a
particular purpose, suitability for a particular purpose, and any representations, warranties or
conditions arising from any course of dealing or usage of trade, with respect to the Bidsopt
DSP platform or the information, content or materials it contains. Bidsopt does not represent
or warrant that the Bidsopt DSP platform is accurate, complete, reliable, current, or free of
errors, viruses or interruptions. Bidsopt is not responsible for, and will not be liable to you in
respect of, unauthorized access of your account by third parties through illegal or
unauthorized means (including access through exploitation of security gaps, weaknesses or
flaws, whether or not such are known to Bidsopt at the time). you expressly agree that your
use of the Bidsopt DSP platform is entirely at your sole risk.
11. The Advertiser
11.1 The Advertiser shall produce content including (without limitation) text link banners,
video and graphics for display on mobile display devices on which the Publishers sites are
11.2 All information provided by the Advertiser in connection with the Advertising Material
created by the Advertiser should be complete, accurate and up to date. If any such
information provided should be or become inaccurate the Advertiser shall register any
required change on the online-system of Bidsopt as soon as reasonably possible and in any
event no later than seven days after it becomes aware of such inaccuracy.
11.3 The Advertiser is responsible for ensuring that it shall at all times in connection with its
use of the Platform and the Services, and that all Advertising Material supplied by it shall,
comply with all relevant applicable laws and legal obligations, and all applicable codes of
practice and guidelines.
11.4 Without prejudice to the obligations contained in clause 11.3 the Advertiser shall at all
times comply with the Bidsopt content guidelines.
11.5 The Advertiser must not upload onto the Platform any Advertising Material which:
may harm the goodwill or reputation of Bidsopt or the Publisher or bring Bidsopt or the
Publisher into disrepute including any material which is indecent, obscene, illegal, defamatory,
discriminatory, misleading, harmful or offensive or is otherwise in violation of any laws or
regulations to which Bidsopt, or the Publisher is subject or any right of any third party.
11.6 If Bidsopt, in its absolute discretion, considers any Advertising Material to be in breach of
this clause it may remove any such Advertising Material from the platform forthwith
infringes the intellectual property rights or any other rights of any third party (in particular
copyrights, trademark rights, personal rights or similar rights).
11.7 The Advertiser is fully responsible for the content of the Advertising Material provided to
Bidsopt. The Advertiser guarantees that he is duly authorized to use all the company and
product names, trademarks, brands, logos and pictures (hereinafter referred to as “Images”)
contained in the advertising material and grants Bidsopt the right to use these Images within
the scope of delivering the service.
11.8 The Advertiser warrants and undertakes that none of the content or any other data which
it shall upload onto the Platform shall include any computer virus, routine, worm, time bomb,
trojan or any other such device or mechanism of misuse.
11.9 The Advertiser shall indemnify Bidsopt against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and legal and other reasonable professional costs and expenses)
suffered or incurred by Bidsopt arising out of or in connection with any breach by the
Advertiser of clauses 11.3 -11.8 (inclusive).
11.10 Bidsopt can use the respective names and logos of any party as a reference for the
advertising purpose in all media.
11.11 The Advertiser shall communicate exclusively through Bidsopt and shall make no direct
contact with any Publishers.
11.12 For the period of providing the Services the Advertiser grants Bidsopt all necessary rights
of use pertaining to the Advertising Materials.
By supplying the content for the Advertising Material to Bidsopt the Advertiser grants the
Publisher the right of use for the advertising content for the time of the agreed advertising
12. The Publisher, App Developer and Affiliate
12.1 The Publisher, App Developer and/or Affiliate will contact directly with Bidsopt and not
with an Advertiser.
12.2 The Publisher, App Developer and/or Affiliate shall not take any action which might
damage the good name and/or business of Bidsopt, or any Advertisers. The Publisher, App
Developer and/or Affiliate shall each be responsible for ensuring the availability, functionality
and content of their Mobile Advertising Sites at all times.
12.3 Automatic generation of views, clicks, leads or sales by means of technical appliances is
forbidden. Bidsopt has developed anti-fraud systems, which it shall use to regularly check the
traffic of the Publisher. Accounts belonging to Publishers who engage in prohibited or
fraudulent activities will be permanently removed from the Bidsopt network.
12.4 No remuneration will be paid to Publisher, App Developer and/or Affiliate in respect of
fraudulent or invalid impressions, clicks or conversions. If after payment has been made to the
Publisher, App Developer and/or Affiliate it is subsequently discovered that any element of the
payment related to prohibited or fraudulent activities, Bidsopt may deduct the remuneration
paid in respect of any such prohibited or fraudulent activities from future payments or to
reclaim any sums unduly paid. Any such deduction or repayment shall be without prejudice to
any claim which Bidsopt may have against the Publisher, App Developer and/or Affiliate in
respect of such prohibited or fraudulent activities.
12.5 Any misuse of the ad-code on mobile advertising space is forbidden.
12.6 The Publisher, App Developer and/or Affiliate will not modify or change the ad-code
provided by Bidsopt or to delete or in any way modify the tracking tags that are included in the
code except where specifically agreed to by Bidsopt in writing. Each of the Publisher, App
Developer and/or Affiliate undertakes to implement the ad-code only in those Mobile
Advertising Sites and Advertising Materials which have been specifically cleared by Bidsopt.
12.7 Any infringement of the obligations underlying these terms and conditions, breach of
contract or misuse will lead to the blocking of the Publisher’s, App Developer’s and/or
Affiliates’ (as the case may be) accounts immediately. In such a case the relevant Publisher,
App Developer and/or Affiliate shall, after receiving notice from Bidsopt, remove any
advertising from the relevant Mobile Advertising Sites within 24 hours.
12.8 The Publisher, App Developer and/or Affiliate each warrant and undertake that every
element of their Mobile Advertising Sites together with the method of publication of the
Advertiser's adverts on their Mobile Advertising Sites will in each case:
a) comply with and shall not infringe all relevant statutes, regulations and other legal
requirements and all relevant codes of practice, guidelines, principles etc applicable to the
b) not display any defamatory, immoral, illegal, defamatory, misleading, harmful or offensive
content or any content which is otherwise in violation of any laws or regulations;
c) not promote, portray or endorse violence, racism, or discrimination against any sector of
d) not display any pornographic, indecent or obscene content;
e) not infringe the intellectual property rights (including ,without limitation copyright, trade
marks, design right, database rights or patents) of any third parties;
f) not infringe any protected rights of third parties, including (without limitation) business
secrets or confidentiality agreements;
g) not include anything which may damage the good name or the esteem of the Bidsopt brand
or its business operations and may in the event of any breach of this clause in its absolute
discretion terminate the Contract with any Publisher forthwith.
Without prejudice to the obligations contained in clause 12.8 the Publisher, each of the App
Developer and/or Affiliate shall at all times comply with the Bidsopt content guidelines
12.9 The Publisher, App Developer and/or Affiliate each warrant and undertake that it has the
proper authorization for access to the Mobile Advertising Sites and Advertising Materials
which it registers with Bidsopt, and that it is duly authorized to implement the ad-code. Each
of the Publisher’s, App Developer’s and/or Affiliate's media upon which adverts are to appear
must be enabled by Bidsopt. Bidsopt reserves the right to reject any proposed mobile
12.10 Advertising must not be placed on empty sites without site content, pure link lists or
media that have not obtained prior acceptance.
12.11 For the purpose of control and optimization of quality standards (in particular, without
limitation, copyrights, trademark rights, and personal rights or similar rights) Bidsopt may
employ the necessary, appropriate number of ad-impressions on the registered media freely.
12.12 Each of the Publisher, App Developer and/or Affiliate shall indemnify Bidsopt against all
liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal and other
reasonable professional costs and expenses) suffered or incurred by Bidsopt arising out of or
in connection with any claim brought or threatened against Bidsopt by any third party
(including any claim brought by an Advertiser) arising out of any breach by the Publisher, App
Developer and/or Affiliate (s the case may be)of the provisions contained in this clause 12.
13. Law and Jurisdiction
The Contract and any disputes or claims arising out of or in connection with it shall be
governed by the laws of Singapore and subject to exclusive jurisdiction of the courts of Singapore