Ad Exchange Terms & Conditions / Legal
Posting Date: October 5, 2025
If you (“you” or “Company”) are headquartered in North America, Central America, South America or the Caribbean, then these terms and conditions (“Terms” or “Agreement”) are a binding legal agreement between you and OpenX Technologies, Inc. (“OpenX US”). If you are headquartered anywhere else in the world, then these Terms are a binding legal agreement between you and OpenX Limited (together with OpenX US, “we” or “OpenX”). In each case these Terms and Conditions (the “Terms”) cover your use of the OpenX Ad Exchange and related services that enable sellers (e.g., publishers, ad networks) to market and sell digital and mobile advertising inventory and receive advertisements for display on their digital properties, excluding any information or data transmitted through such platforms or services (the “OpenX Services”). By using the OpenX Services you (“you” or “Company”) agree to these terms. If you do not agree with any of these terms, please do not use the Service.
1. MODIFICATIONS
OpenX may modify these Terms at any time by posting the revised Terms to its website or by emailing you. Changes are effective immediately when we post them or email them. Your continued use of the OpenX Services means that you have accepted the updated Terms.
2. SERVICE
Provision of Service. OpenX will provide to Company the Service as described in these Terms, subject to all of our policies and requirements. These Terms apply to your use of the Service for yourself and on behalf of any of your clients.
Limits. As between OpenX and you, OpenX owns all right, title and interest in and to the Service, including future developments and enhancements. Except as contemplated in this Section 2, OpenX does not grant you any license, express or implied. OpenX reserves all rights not expressly granted hereunder, including the right to continually evolve the Service and all related technologies. You will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Service or any portion thereof. Under no circumstances may you use the Service for benchmarking, gathering data on the performance of the Service or OpenX systems or competitive intelligence.
3. USE OF DATA
You acknowledge that you may provide to OpenX or receive from OpenX: (a) certain data, such as a device identifier or IP address, capable of indirectly identifying a particular end user or household (“End User Data”); (b) certain data related to your activity on the OpenX Services, such as advertising inventory (for supply partners) and bidding history (for demand partners) (“Inventory Data”); and (c) data other than End User Data and Inventory Data that is generated by your use of the OpenX Services (“Service Data”).
You will, with respect to End User Data and Inventory Data received from OpenX: (a) take reasonable and appropriate steps to protect the End User Data and Inventory Data, respectively, from unauthorized access, including by encrypting the End User Data and Inventory Data in transit and at rest and only permitting employees who have a “need to know” the End User Data and Inventory Data, respectively, to access it; (b) use End User Data and Inventory Data only for the limited purposes permitted under these Terms, including facilitating the buying and selling of advertising inventory, optimizing products and services, and reporting on advertising campaigns, in each case provided that any receiving third parties are subject to restrictions on their use of such End User Data and Inventory Data substantially similar to those contained in this section; (c) not use End User Data for any discriminatory or otherwise unlawful purposes; and (d) not reproduce, modify, translate, reverse engineer, reverse compile, or disassemble the Inventory Data. Additional restrictions and obligations with respect to each Party’s processing of End User Data are described in Section 5.
You may use Service Data for any business purpose provided that you (a) comply with your privacy policies and applicable law, and (b) do not disclose data that describes or reflects the performance of the OpenX Services or any related OpenX offerings to third parties except service providers who are under confidentiality restrictions at least as restrictive as those contained in this Agreement. OpenX may use Service Data solely in connection with its provision and improvement of the OpenX Services.
4. COMPENSATION
OpenX will pay you an amount related to the monies actually retained by OpenX in connection with advertisements displayed on your inventory, as such compensation is determined by OpenX from time to time for participants in the Service. OpenX’s impression counts and record of the price per impression will be decisive. OpenX will use commercially reasonable efforts to fill each impression according to market conditions at the time but cannot ensure that every impression or category of impressions will be filled or filled at a certain price. OpenX will make such payment to you within sixty (60) days of the end of each calendar month. Payment will be made in US dollars. Except for taxes on OpenX’s income, you are responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Service. As applicable, Company will promptly provide notice to OpenX upon any change to Company’s VAT status. OpenX may hold any payment until the cumulative amount owed to you totals at least one hundred dollars ($100). To the extent you also use any other service provided by OpenX pursuant to a separate agreement, OpenX reserves the right to offset any amount owed to you under these Terms by any amount you owe to OpenX.
5. COMPLIANCE
Both you and OpenX will comply with all applicable laws and regulations (OpenX as to its provision of the OpenX Services and you as to your use of the OpenX Services).
To the extent they apply to your use of the OpenX Services, you agree to comply with the OpenX Ad Exchange Demand Policy (located at https://corp-www.prod.gcp.openx.org/legal/ad-exchange-demand-policy/) and/or the OpenX Ad Exchange Supply Policy (located at https://corp-www.prod.gcp.openx.org/legal/ad-exchange-supply-policy/), as they may be updated by OpenX from time to time (the “Policies”).
You agree that all inventory, targeting criteria, data, and/or advertisements you bring to or use on the OpenX Services will (a) comply with all applicable privacy and data protection laws and regulations, including but not limited to those related to the processing of location data and children’s data, including the Children’s Online Privacy Protection Act (“COPPA”), (b) not contain content, materials, or metrics that are misleading, libelous, obscene, invasive of others’ privacy, discriminatory, or hateful (racially or otherwise), (c) not introduce viruses or other malware to the OpenX Services, OpenX systems, or end users’ devices, and (d) not infringe, violate, or misappropriate any third party’s intellectual property or other rights.
You may not provision to OpenX any of the following: (a) directly identifiable personal data of end users (e.g., names, email addresses, national identification numbers, or other such information that has not been hashed or pseudonymized); (b) personal data (whether directly or indirectly identifiable) from (i) an end user without providing the end user, where required, with a means to opt out of interest-based advertising or obtaining from the end user, where required, a valid consent for OpenX’s data processing, or (ii) an end user you know, should know, or suspect to be a child under 18; (c) geolocation data sufficiently precise to locate a specific individual or device; or (d) sensitive or special category data as such terms are defined in applicable privacy and data protection laws, including but not limited to data related to or capable of revealing an end user’s mental or physical health, sexuality, sexual health or history, ethnicity or racial origin, immigration status, or religious or philosophical beliefs.
You grant OpenX permission to implement and facilitate the OpenX Services and, to the extent required to implement and facilitate the OpenX Services, access third party services utilized by you or end users of your properties in connection with these Terms (e.g., ad servers, wrappers, or consent-management platforms).
Company will (a) comply with all applicable terms and conditions of its agreements with third parties that relate to Company’s use of the OpenX Services, (b) not share access or passwords to any OpenX system with any third party, and (c) not export, re-export or transfer any portion of the OpenX Service except as permitted by applicable export laws or regulations.
OpenX reserves the right to refuse to service or process any advertisements, digital properties, or data, and to take down any advertisements, that may violate its Policies.
Each Party represents that it is not directly or indirectly owned, operated, or controlled by, or affiliated with, any government or governmental entity.
Each Party represents that (i) it has the full power and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreements to which it is a party; (iii) this Agreement constitutes a legal, valid and binding obligation of it when executed and delivered; and (iv) it has and will have the necessary rights, title and interest to grant the licenses granted herein.
6. SUSPENSION AND TERMINATION
You may cease to use the OpenX Services at any time without notice to OpenX and you may terminate your account at any time upon forty-eight (48) hours’ written notice to OpenX. OpenX may terminate your account upon forty-eight (48) hours’ written notice to you. Upon such termination, your right to use the OpenX Services will immediately terminate.
7. DISCLAIMER
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED. THE OPENX SERVICES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE.” OPENX DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE OPENX SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE OPENX SERVICES WILL MEET COMPANY’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA OR REPORTING WILL BE ACCURATE, RELIABLE, OR FREE FROM LOSS; OR (D) THE OPENX SERVICES OR THE INFRASTRUCTURE THAT MAKES THE OPENX SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, COURSE OF DEALING, OR PERFORMANCE.
8. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, OpenX will not be liable for indirect, special, incidental, punitive or consequential damages arising out of or related to these terms, however caused, and under whatever cause of action or theory of liability, even if OpenX has been advised of the possibility of such damages. OpenX’s total aggregate liability shall not exceed the amount paid to you by OpenX for use of the service for the six months prior to the date the liability first arose.
9. INDEMNITY
You will indemnify, defend and hold harmless OpenX and its directors, officers, employees and agents and its and their respective successors, heirs and assigns, and other customers of the Service (e.g., advertisers, publishers, ad networks, ad agencies) (the “OpenX Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the OpenX Parties in connection with any third-party claim, suit, action, demand or judgment arising out of or relating to any allegation that would constitute a breach of Sections 2, 3, or 5 of these Terms, your use of the OpenX Services, including but not limited to allegations that any website, app or other material you provide (including the websites, apps and other materials of Company’s clients) violates any applicable law or infringes any third party right, including but not limited to COPPA and intellectual property rights, or the type or placement of advertisements on any website, app or other material you provide. You will provide OpenX with prompt notice of any claim and, at your expense, provide information and assistance reasonably necessary to defend such claim. You will not enter into any settlement or compromise that would result in any liability to any OpenX Party without OpenX’s prior written consent.
10. CONFIDENTIALITY
Any information relating to or disclosed prior to or during the Term of this Agreement which is or should reasonably be understood to be confidential is “Confidential Information.” For the avoidance of doubt, the terms of this Agreement are the Confidential Information of each party (not to be disclosed by either party without the written consent of the other) and data regarding the performance of the OpenX Services and the OpenX systems and any reporting or metrics provided by OpenX to Company pursuant to this Agreement are OpenX Confidential Information. A party receiving Confidential Information (the “Recipient”) from a party disclosing Confidential Information (the “Discloser”) will use the same care to protect such Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations under this Agreement. Recipient will promptly return or destroy Discloser’s Confidential Information upon Discloser’s request, except that any archival copies may be retained in accordance with Recipient’s standard retention policies, subject to the continuation of the confidentiality obligations pursuant to this Section 10.
Confidential Information does not include information that (a) is or becomes part of the public domain through no fault of Recipient; (b) was already in Recipient’s possession prior to its provision from Discloser; or (c) was independently developed by Recipient without violation of this Section 10. Recipient may disclose Confidential Information if it is required to do so by law, so long as Recipient provides Discloser with prompt notice (where permitted by law), complies with any protective order imposed on such disclosure, and discloses only the Confidential Information necessary to comply with law.
11. MISCELLANEOUS
Neither party will make any public statement relating to these Terms without the prior written approval of the other, provided that OpenX may include your name and logo on its marketing and promotional materials and customer lists. In addition, OpenX may include your name and positive information metrics in case studies that OpenX shares with its potential customers, provided that such information is covered by confidentiality obligations.
Together with any agreement between you and OpenX, this is the entire agreement of the parties relating to this subject matter, and supersedes all other commitments, negotiations, and understandings with respect to Company’s use of the OpenX Services. Unless explicitly stated otherwise elsewhere in these Terms, no person other than the parties themselves has any rights or remedies under these Terms. These Terms cannot be amended except by a writing signed by both parties. If any provision of these Terms is deemed unenforceable, the validity of the remaining provisions will not be affected. Sections 7-11 will survive termination or expiration of these Terms. Any claim arising out of or related to these Terms must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
You cannot assign your account without OpenX’s prior written consent. OpenX may assign or delegate its rights and obligations in whole or in part without your consent.
Notices must be in writing and will be deemed given when (a) delivered personally, or (b) sent by email, if to OpenX to the email address legal@openx.com and, if to you, to the specified representative at the email address provided by you to OpenX, if the sending party can confirm that the email was apparently sent successfully according to its ordinary technical records and does not receive an error notice.
These Terms are governed by the laws of the State of California, excluding conflicts of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any dispute arising out of or relating to this Agreement.
Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.
