Terms of Service

1. Definitions and Interpretation

1.1 Key Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Advertiser" means any person or entity that uses the Platform to purchase advertising inventory, create campaigns, or deliver advertisements.
• "Ad Inventory" means digital advertising space made available through the Platform, including but not limited to display, video, native, and mobile advertising placements.
• "Bid" means an offer submitted through the Platform's real-time bidding system to purchase Ad Inventory.
• "Campaign" means an advertising initiative created and managed through the Platform, consisting of targeting parameters, creative assets, budget allocations, and delivery settings.
• "Creative" or "Creative Assets" means any advertisement content including but not limited to images, videos, text, HTML5 content, playable ads, and rich media submitted through the Platform.
• "DSP" or "Demand-Side Platform" means the technology platform provided by Radoss that enables Advertisers to purchase digital advertising inventory programmatically.
• "Impression" means a single instance of an advertisement being served and rendered on a user's device.
• "Publisher" means any website, application, or digital property owner that makes Ad Inventory available through the Platform.
• "RTB" or "Real-Time Bidding" means the auction-based programmatic buying process conducted in real-time.
• "PMP" or "Private Marketplace" means invitation-only auctions or direct deals with premium Publishers.
• "User Data" means any data collected, processed, or used in connection with the Platform's targeting and optimization capabilities.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) a reference to a statute includes its regulations and amendments; (d) "including" means "including without limitation."

2. Acceptance of Terms

2.1 Agreement to Terms

By accessing or using the Platform, creating an account, or clicking "I Accept" or similar acknowledgment, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind such organization to these Terms.

2.2 Eligibility

To use the Platform, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Be a duly organized and validly existing business entity
• Have full corporate power and authority to enter into this Agreement
• Not be prohibited from using the Platform under applicable laws
• Not be located in, or a national of, any country subject to international sanctions

2.3 Changes to Terms

Radoss reserves the right to modify these Terms at any time. Material changes will be communicated via email or Platform notification at least 30 days before taking effect. Continued use of the Platform after such changes constitutes acceptance of the modified Terms.

3. Platform Services

3.1 Service Description

The Radoss DSP Platform provides programmatic advertising services including:

• Real-Time Bidding (RTB): Automated auction-based ad buying with millisecond-precision targeting across African and global exchanges
• Private Marketplace (PMP): Access to premium, brand-safe inventory through exclusive deals with verified Publishers
• Audience Targeting: Multi-dimensional targeting including demographics, interests, behavior, location, device, and network status
• Data Management: Access to 260M+ identified users with 4000+ behavioral data points for custom audience building
• Campaign Optimization: AI-powered real-time optimization of bidding strategies, creative rotation, and budget allocation
• Geographic Targeting: Precision targeting across 50+ African countries with city-level accuracy
• Cross-Device Delivery: Unified campaign delivery across mobile, desktop, CTV, and emerging platforms
• Reporting & Analytics: Comprehensive real-time dashboards, attribution reporting, and performance insights

3.2 Supported Ad Formats

The Platform supports the following programmatic ad formats:

• Interstitial: Full-screen ads (320x480 to 1200x1920px) displayed between content transitions
• Splash: App launch video ads (9:16 aspect ratio, 5-15 seconds)
• Native: Feed-integrated ads (1200x628px) matching app/site UI
• Rewarded Video: User-initiated video ads (15-30 seconds) with 90%+ completion rates
• Banner: Standard display ads (320x50, 300x250, 728x90)
• Video (In-Stream): Pre-roll, mid-roll, and post-roll video ads (VAST 2.0/3.0/4.0 compliant)
• Playable: Interactive HTML5/MRAID mini-game ads (15-60 seconds)
• Expandable/Rich Media: Interactive ads with 360° views, galleries, and dynamic content
• Offer Wall: Curated reward-based task completion ads

3.3 Service Availability

Radoss shall use commercially reasonable efforts to maintain Platform availability of 98.7% uptime, excluding scheduled maintenance. We do not guarantee uninterrupted service and shall not be liable for any service interruptions caused by factors beyond our reasonable control.

4. Account Registration and Security

4.1 Account Creation

To access the Platform, you must create an account by providing accurate, complete, and current information including:

• Legal business name and registration details
• Primary contact information (name, email, phone)
• Billing and payment information
• Industry vertical and business category
• Target markets and campaign objectives

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying Radoss of any unauthorized access or security breach
• Implementing appropriate access controls for team members
• Using strong passwords and enabling two-factor authentication where available

4.3 Account Verification

Radoss reserves the right to verify your identity and business legitimacy before granting Platform access. This may include requesting business registration documents, tax identification numbers, and proof of advertising intent.

5. Advertiser Obligations

5.1 Creative Content Standards

All Creative Assets submitted to the Platform must comply with:

• Applicable laws and regulations in all target jurisdictions
• Platform creative specifications and technical requirements
• Industry self-regulatory guidelines (IAB, MRC, GDAA standards)
• Publisher-specific content policies
• Truth in advertising principles

5.2 Prohibited Content

The following content categories are strictly prohibited:

• Illegal products or services
• Adult or sexually explicit content
• Weapons, ammunition, or explosives
• Tobacco, vaping products, or recreational drugs
• Counterfeit goods or intellectual property infringement
• Malware, spyware, or malicious software
• Deceptive, misleading, or fraudulent claims
• Hate speech, discrimination, or harassment
• Content promoting violence or self-harm
• Unauthorized data collection or privacy violations
• Unlicensed financial services or investment schemes
• Political advertising without proper disclosures
• Content targeting children under 13 without compliance

5.3 Compliance Responsibilities

Advertisers shall:

• Ensure all campaigns comply with applicable data protection laws (GDPR, NDPR, POPIA, etc.)
• Obtain all necessary consents for data collection and targeting
• Maintain accurate landing pages that match ad content
• Honor all promotional offers and pricing displayed in ads
• Respond promptly to consumer complaints and inquiries
• Cooperate with regulatory investigations as required

5.4 Brand Safety

While Radoss implements brand safety measures, Advertisers acknowledge that:

• Complete control over ad placement context is not guaranteed in RTB environments
• Advertisers should utilize available brand safety tools and blocklists
• PMP deals offer enhanced brand safety controls for sensitive campaigns

6. Bidding and Campaign Execution

6.1 Bidding Process

The Platform operates on a programmatic bidding model where:

• Bids are submitted automatically based on campaign settings and targeting criteria
• Winning bids are determined by auction mechanics (first-price or second-price as applicable)
• Bid prices may vary based on inventory quality, targeting precision, and market demand
• Platform fees and margins are applied to successful transactions

6.2 Budget and Spending

Advertisers are responsible for:

• Setting appropriate daily and total campaign budgets
• Monitoring spending against allocated funds
• Understanding that actual spend may vary slightly from budget settings
• Ensuring sufficient account balance for campaign delivery

6.3 Campaign Modifications

Campaign changes take effect within 15 minutes of submission. Radoss is not responsible for impressions delivered before changes propagate through the system.

7. Pricing and Payment

7.1 Pricing Models

The Platform supports multiple pricing models:

• CPM (Cost Per Mille): Pricing per 1,000 impressions served
• CPC (Cost Per Click): Pricing per valid click on advertisements
• CPI (Cost Per Install): Pricing per attributed app installation
• CPA (Cost Per Action): Pricing per completed conversion action
• vCPM (Viewable CPM): Pricing per 1,000 viewable impressions (MRC standard)

7.2 Platform Fees

Radoss charges platform fees which may include:

• Technology fee as a percentage of media spend
• Data segment access fees
• Premium targeting feature fees
• Managed service fees (if applicable)

Current fee schedules are provided in your Insertion Order or account dashboard.

7.3 Payment Terms

• Prepaid accounts: Funds must be deposited before campaign activation
• Credit accounts: Net 30 payment terms subject to credit approval
• Accepted payment methods: Bank transfer, credit card, and approved payment processors
• Currency: USD, NGN, KES, ZAR, GHS, EGP (as available)

7.4 Late Payment

Late payments may result in:

• Interest charges of 1.5% per month on overdue amounts
• Campaign suspension or account termination
• Collection actions and associated costs
• Reporting to credit agencies

7.5 Refunds and Credits

Refunds are issued at Radoss's discretion for:

• Invalid traffic identified and verified by Radoss
• Technical errors attributable to Platform malfunction
• Billing errors or overcharges

Refund requests must be submitted within 30 days of the billing period in question.

8. Data and Privacy

8.1 Data Processing

Radoss processes data in accordance with our Privacy Policy. By using the Platform, you acknowledge and agree to our data processing practices.

8.2 Data Controller/Processor Relationship

Depending on the data processing activity:

• Radoss acts as a Data Processor when processing data on behalf of Advertisers
• Radoss acts as a Data Controller for Platform operation and improvement
• Advertisers remain Data Controllers for their campaign data and targeting decisions

8.3 Data Protection Compliance

Advertisers warrant that:

• All first-party data shared with Radoss was collected with proper consent
• Data usage complies with applicable privacy laws (GDPR, NDPR, POPIA, etc.)
• Appropriate data processing agreements are in place where required
• Data subject rights requests will be honored promptly

8.4 Cookies and Tracking

The Platform utilizes cookies, pixels, and other tracking technologies for:

• Campaign delivery and frequency capping
• Conversion tracking and attribution
• Audience building and retargeting
• Fraud detection and prevention

9. Intellectual Property

9.1 Platform IP

Radoss retains all rights, title, and interest in:

• The Platform technology, algorithms, and interfaces
• Radoss trademarks, logos, and branding
• Documentation, APIs, and technical specifications
• Aggregated and anonymized performance data

9.2 Advertiser Content

Advertisers retain ownership of their Creative Assets and campaign content. By uploading content to the Platform, Advertisers grant Radoss a non-exclusive, worldwide license to:

• Display, distribute, and deliver advertisements
• Modify content for technical compatibility
• Create derivative works for reporting and analytics
• Archive content for legal and compliance purposes

9.3 IP Indemnification

Advertisers shall indemnify Radoss against any claims arising from intellectual property infringement in their Creative Assets or landing pages.

10. Warranties and Disclaimers

10.1 Platform Warranties

Radoss warrants that:

• The Platform will perform substantially in accordance with documentation
• Services will be provided with reasonable care and skill
• We have the right to provide the Platform services

10.2 Disclaimer of Warranties

10.3 Third-Party Services

Radoss is not responsible for third-party services integrated with the Platform, including ad exchanges, Publishers, verification providers, or attribution partners.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RADOSS'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY ADVERTISER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 Exclusion of Damages

IN NO EVENT SHALL RADOSS BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages
• Lost profits, revenue, data, or business opportunities
• Damages arising from third-party actions or content
• Reputational harm or brand damage
• Damages exceeding the liability cap

11.3 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or infrastructure failures.

12. Indemnification

12.1 Advertiser Indemnification

Advertisers shall indemnify, defend, and hold harmless Radoss and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Advertiser's breach of these Terms
• Advertiser's Creative Assets or campaign content
• Violation of third-party rights by Advertiser
• Advertiser's violation of applicable laws
• Claims by end users related to Advertiser's products or services

13. Term and Termination

13.1 Term

This Agreement commences upon account creation and continues until terminated by either party.

13.2 Termination for Convenience

Either party may terminate this Agreement at any time with 30 days written notice. Advertisers remain responsible for all charges incurred through the termination date.

13.3 Termination for Cause

Radoss may suspend or terminate access immediately if:

• Advertiser breaches these Terms
• Advertiser engages in fraudulent activity
• Advertiser's content violates prohibited content policies
• Advertiser fails to pay amounts due
• Required by law or regulatory action

13.4 Effect of Termination

Upon termination:

• All active campaigns will be immediately paused
• Outstanding balances become immediately due
• Advertiser data will be retained per our Privacy Policy
• Surviving provisions continue in effect

14. Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

14.2 Arbitration

Any dispute arising from this Agreement shall be resolved through binding arbitration administered by the Lagos Court of Arbitration under its Commercial Arbitration Rules. The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English.

14.3 Injunctive Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Privacy Policy, Insertion Orders, and any other documents incorporated by reference, constitutes the entire agreement between the parties.

15.2 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.

15.4 Assignment

Advertisers may not assign this Agreement without Radoss's prior written consent. Radoss may assign this Agreement in connection with a merger, acquisition, or sale of assets.

15.5 Notices

All notices shall be in writing and delivered to:

• Radoss: hello@radoss.agency or Lagos, Nigeria office
• Advertiser: Email address associated with account

15.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

16. Contact Information

For questions about these Terms of Service, please contact: