IMPORTANT
By clicking "I agree," creating an account, launching a campaign, or uploading creatives, the advertiser ("Advertiser", "you", "your") agrees to be bound by these Master Terms, the Schedules referenced below, and the Policies linked on the AdsOverAI website (collectively, the "Agreement"). If you are accepting on behalf of a company, you represent that you are authorized to bind that company.
These Terms are between Wingspan Technologies Private Limited ("AdsOverAI", "we", "us", "our") and Advertiser.
1. Definitions
"AI Surface" means a chat, agent, assistant, or conversational interface (text/voice) where AdsOverAI delivers contextually‑placed ads.
"Inventory" means ad opportunities within AI Surfaces provided by our publisher/AI‑tool partners ("Partners").
"Campaign Data" means data generated by ad serving and measurement (impressions, clicks, conversions where enabled, device/browser metadata, timestamps, fraud/IVT signals).
"Personal Data" means information about an identifiable individual as defined under the Digital Personal Data Protection Act, 2023 ("DPDP Act").
"Invalid Traffic (IVT)" means impressions or clicks that do not represent genuine user interest, including automated activity, misrepresentation, incentivized clicks, or measurement manipulation.
"Order" / "IO" means an insertion order, self‑serve order, or pricing sheet specifying budgets, flight dates, targeting, and KPIs.
"Policies" means AdsOverAI's Advertising Content & Acceptable Use Policy, IP & Takedown Policy, Privacy Policy, Security Statement, Cookie/Tracking Policy, and Political Advertising Terms, as updated from time to time.
2. Scope; Roles
2.1 Services
AdsOverAI provides ad delivery into AI Surfaces, contextual classification, auctioning, pacing/optimization, brand‑safety/suitability controls, fraud detection, and measurement/reporting (the "Services"). We may offer beta features at our discretion.
2.2 Data roles
For our website, billing, anti‑fraud, and certain measurement functions, AdsOverAI acts as a Data Fiduciary under the DPDP Act; when processing Personal Data solely on Partner or Advertiser instructions, we act as a Data Processor. Your use must comply with DPDP notice/consent requirements when you (directly or via third parties) provide Personal Data to AdsOverAI for processing.
3. Account Creation; KYC; Authority
3.1 Accuracy
You will provide accurate company details (legal name, GSTIN/PAN, address, billing contact). You authorize AdsOverAI to conduct reasonable KYC/credit checks.
3.2 Credentials
You are responsible for users and permissions in your account; safeguard credentials and notify AdsOverAI of compromise.
3.3 Authorized signatory
You represent you are duly authorized to accept these Terms on behalf of the Advertiser.
4. Creatives; Submissions; Specifications
4.1 Creative delivery
You will submit creatives per Schedule A (Specs) and any dashboard specifications.
4.2 Labeling
Creatives must be clearly identifiable as ads within chats/agents (e.g., "Ad"/"Sponsored"), and any claims requiring qualification must include clear, prominent disclaimers consistent with ASCI Disclaimer Guidelines.
4.3 Endorsements & Influencers
If your ad involves influencers/testimonials, disclosures must comply with ASCI Influencer Advertising Guidelines (e.g., appropriate disclosure tags in the native format).
4.4 Rights
You warrant you own or have all necessary rights (including music, fonts, likeness, trademarks) to display creatives and grant AdsOverAI the license in Section 11.
5. Targeting; Suitability; Prohibited Content
5.1 Contextual first
By default, targeting is contextual (topic/category) based on Partner signals or AdsOverAI classification.
5.2 Sensitive & children
No behavioral targeting of children; do not direct ads to under‑18 users or submit data identifying them. (The DPDP Act provides heightened protections for children's data.)
5.3 Policy compliance
You must comply with ASCI Code and CCPA (Central Consumer Protection Authority) 2022 Guidelines on misleading ads and endorsements; AdsOverAI may require substantiation for claims (e.g., performance, health, financial).
5.4 Political advertising
Political/election ads require pre‑certification by the appropriate Media Certification and Monitoring Committee (MCMC) before serving. Upload the certificate with the creative; AdsOverAI will reject non‑certified political ads.
5.5 Prohibited categories
Ads that are unlawful, deceptive, hate/discrimination, adult content, tobacco/nicotine, weapons, unsafe supplements, or that impersonate persons/brands are prohibited. See Schedule B (Acceptable Use).
6. Measurement; Reporting; Make‑Good; IVT
6.1 Counting
Unless otherwise stated in an Order, AdsOverAI's server logs are the system of record for impressions, clicks, and spend.
6.2 Third‑party measurement
If mutually agreed, third‑party measurement (e.g., verification vendors) may be used at Advertiser's cost; discrepancies greater than 10% will be discussed in good faith.
6.3 Invalid Traffic
AdsOverAI does not bill for Known IVT it detects. If, within 60 days, either party identifies IVT greater than 5% of billable activity (net of previously filtered IVT), AdsOverAI will credit the verified IVT portion to a future invoice.
6.4 Under‑delivery
If AdsOverAI under‑delivers by greater than 10% of booked impressions/spend (excluding pauses, creative rejections, policy holds, or force majeure), we will make‑good by extending flight or issuing a credit, at our option.
7. Fees; Invoicing; Taxes; Credit
7.1 Pricing
As per Order (CPM/CPC/CPA or fixed). Currency is INR unless otherwise agreed.
7.2 Billing
Self‑serve accounts are prepaid. Invoiced accounts are Net 30 from invoice date. Dispute any invoice within 7 days with detail; undisputed amounts remain due.
7.3 Taxes
Fees are exclusive of GST and other indirect taxes, which will be added as applicable; you are responsible for withholding tax (TDS) if required by law and will provide valid certificates so we can claim credit/relief.
7.4 Late amounts
Overdue sums may accrue interest at 1.5% per month (or the maximum lawful rate), and AdsOverAI may suspend campaigns.
7.5 Credit limit
AdsOverAI may set/adjust credit limits or require deposits/advance payments.
8. Data; Privacy; Security
8.1 Data minimization
Unless explicitly enabled for a campaign, AdsOverAI does not require conversation transcripts; we operate primarily on context categories and ad‑event telemetry.
8.2 Advertiser responsibilities
Where you provide Personal Data (e.g., for conversion measurement or CRM onboarding), you represent you have provided notices and obtained valid consents under the DPDP Act and any other applicable laws, and you will honor data principal rights (access, correction, deletion, withdrawal).
8.3 Processor terms
Where AdsOverAI processes Personal Data as your Processor, Schedule C (DPA – India) applies and is incorporated.
8.4 Security & incident reporting
AdsOverAI maintains administrative, technical, and organizational safeguards, and will notify you without undue delay of data breaches affecting your Campaign Data. Where applicable under Indian law, cyber incidents are reportable to CERT‑In within 6 hours of noticing/being notified and security logs must be retained for 180 days in India; AdsOverAI adheres to those obligations for in‑scope systems.
8.5 SPDI Rules
If you (or your vendors) transmit "sensitive personal data or information" under the IT SPDI Rules, 2011, you must ensure lawful collection, purpose limitation, and reasonable security practices; AdsOverAI expects no SPDI unless expressly agreed in writing.
9. License; Intellectual Property
9.1 Advertiser license to AdsOverAI
You grant AdsOverAI, its Partners, and service providers a non‑exclusive, worldwide, royalty‑free license to use, host, reproduce, modify (formatting), transmit, and display your creatives, trademarks, and materials solely to provide, operate, test, secure, and improve the Services and to enforce Policies.
9.2 Ownership
AdsOverAI and its licensors own the Services, software, SDKs/APIs, documentation, and analytics. No rights are granted except as expressly stated.
9.3 Feedback
Suggestions may be used without restriction.
10. Brand Safety; Suitability Controls
10.1 Controls
AdsOverAI provides blocklists, topic/suitability filters, and exclusion categories (see Schedule F). You acknowledge that AI contexts are dynamic and not all risk can be eliminated.
10.2 No harmful placement
We will not knowingly place your ads next to prohibited content; if you report a placement concern with sufficient detail, we will investigate and, if validated, credit or block as appropriate.
11. Publicity
With your consent (email suffices), AdsOverAI may use your name and logo in customer lists and lightweight case studies; you may revoke consent with reasonable notice.
12. Warranties
Each party warrants it has the authority to enter this Agreement. You further warrant your creatives, landing pages, and targeting instructions (a) comply with law and ASCI/CCPA advertising standards; (b) do not infringe rights; (c) do not contain malware or deceptive UI; and (d) comply with ECI political pre‑certification rules where applicable.
DISCLAIMER
EXCEPT FOR EXPRESS WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT GUARANTEE CONVERSIONS, SPECIFIC REACH, OR UNINTERRUPTED AVAILABILITY.
13. Indemnities
13.1 By Advertiser
You will defend, indemnify, and hold harmless AdsOverAI, its affiliates, officers, employees, and Partners from claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of: (a) your creatives, landing pages, or products; (b) your breach of this Agreement or law (including DPDP/ASCI/CCPA/ECI compliance); (c) claims of false advertising, unfair trade practices, or misrepresentation; or (d) your data or instructions.
13.2 By AdsOverAI
AdsOverAI will defend and indemnify you against third‑party claims that the Services (as provided by AdsOverAI) infringe any patent, copyright, or trademark; this excludes claims arising from your materials or misuse. Our obligations include defense and settlement (no admission or payment without your consent, not unreasonably withheld).
14. Liability Cap
Except for (i) your payment obligations; (ii) indemnities for IP infringement (13.2); (iii) your breaches of Section 5 (Prohibited content) or Section 8 (Data/privacy); and (iv) willful misconduct, each party's total liability is limited to the fees paid or payable by Advertiser to AdsOverAI in the 12 months preceding the claim.
15. Confidentiality
Non‑public information disclosed by one party to the other is confidential; each party will protect it and use it only to perform this Agreement. Exceptions include information that is public, independently developed, or obtained lawfully from a third party.
16. Term; Suspension; Termination
16.1 Term
This Agreement starts on acceptance and continues until terminated.
16.2 Suspension
We may suspend accounts or campaigns for non‑payment, policy violations, legal risk, or suspected fraud.
16.3 Termination
Either party may terminate for convenience with 15 days' notice (prepaid balances will be credited/refunded net of amounts already committed or served), or for material breach if not cured within 10 days after notice.
16.4 Effect
Upon termination, licenses in Section 9 end (except for archival/legal purposes); accrued payment obligations and Sections 11–19 survive.
17. Anti‑Corruption; Sanctions
You will comply with applicable anti‑bribery and export control/sanctions laws. You will not offer any unlawful consideration to secure favorable treatment.
18. Dispute Resolution; Governing Law
This Agreement is governed by the laws of India. Subject to good‑faith discussions, the parties may refer disputes to arbitration under the Arbitration and Conciliation Act, 1996, seat Gurugram, English language, sole arbitrator mutually appointed. Courts at Gurugram, Haryana have exclusive jurisdiction.
19. Updates to Terms
We may update these Terms on our site; material changes will be notified in‑product or by email. Continued use after the effective date constitutes acceptance.
20. Notices
Legal notices: legal@adsoverai.com (with a copy to the registered address above).
Privacy/data issues: privacy@adsoverai.com
Security issues: security@adsoverai.com
21. Miscellaneous
Assignment only with consent, except to an affiliate or in a merger/sale. No waiver unless in writing. If any provision is unenforceable, the rest remains effective. This Agreement (including Schedules and Policies) is the entire agreement and supersedes prior terms.
Schedules (Integral to the Agreement)
Schedule A — Creative Specifications (Conversational Ads)
Formats: text, rich text, optional call‑to‑action; optional image or logo where the AI Surface supports it.
Labels: must include "Ad" or "Sponsored."
Length: comply with per‑surface limits (e.g., headline up to 80 chars; body up to 300 chars unless otherwise stated).
Disclaimers: where claims need qualification, include short, prominent disclaimers as per ASCI Disclaimer Guidelines (e.g., no fine‑print traps; must be visible at first interaction).
Destination: secure (HTTPS), mobile‑optimized, no auto‑downloads/pop‑ups on load, and must match the ad's claims.
Malvertising: prohibited (no auto‑redirects, cloaking, or obfuscation).
AdsOverAI may update specs to reflect platform or Partner changes.
Schedule B — Advertising Content & Acceptable Use (Summary)
Comply with: ASCI Code; CCPA 2022 Guidelines on misleading advertisements and endorsements; sectoral laws (e.g., financial/health claims require adequate substantiation and mandated risk disclaimers).
Prohibited: illegal products/services; hate/violence; adult; tobacco/nicotine; weapons; deepfakes/impersonation; deceptive performance or pricing claims; unsubstantiated health/financial promises.
Children: no profiling/targeting; only context‑appropriate, law‑compliant messages in child‑directed contexts.
Political ads: pre‑certification mandatory by the competent MCMC before serving.
Enforcement: AdsOverAI may refuse, pause, or remove creatives; require edits; or suspend accounts.
(Full, detailed policy appears on the site and is incorporated by reference.)
Schedule C — Data Processing Addendum (India – DPDP)
1. Scope & Roles
When AdsOverAI processes Personal Data on Advertiser's documented instructions to deliver/measure campaigns, AdsOverAI acts as Processor and Advertiser as Data Fiduciary under the DPDP Act, 2023.
2. Instructions & Purpose
Processing is limited to delivering, optimizing, measuring, and safeguarding ads in AI Surfaces, fraud prevention, reporting, and resolving issues.
3. Data Types
Pseudonymous identifiers, ad‑event data (impressions/clicks), device/browser metadata, IP (coarse geolocation), and, if you enable it, conversion signals (e.g., hashed contact IDs). No special category/sensitive data is intended.
4. Security
AdsOverAI implements appropriate technical/organizational measures proportionate to risk; maintains security logs and monitoring; and follows applicable CERT‑In Directions for reportable cyber incidents and 180‑day log retention in India for in‑scope systems.
5. Sub‑processors
AdsOverAI may use vetted sub‑processors (cloud, anti‑fraud, analytics). We will maintain a list and provide notice of changes; you may object on reasonable, substantiated grounds.
6. Assistance
AdsOverAI will assist Advertiser in fulfilling Data Principal rights (access, correction, deletion, withdrawal) and grievance handling, taking into account the processing context.
7. Cross‑border Transfers
AdsOverAI may process outside India subject to contractual safeguards and any future Government restrictions (DPDP follows a "negative list" approach).
8. Breach Notification
AdsOverAI will notify Advertiser without undue delay after becoming aware of a Personal Data breach relevant to Advertiser; where legally required, notifications to authorities (e.g., DPB or CERT‑In) will be made by the responsible party under law.
9. Return/Deletion
Upon termination or at Advertiser's written request, AdsOverAI will delete or return Personal Data after standard retention periods unless law requires retention.
10. Audits
On reasonable notice, AdsOverAI will provide information necessary to demonstrate compliance and, where required by law, allow audits (subject to confidentiality and security).
11. Advertiser Obligations
Advertiser is responsible for lawful collection (notice/consent), accuracy, data minimization, and honoring withdrawals and nominees under the DPDP framework.
Schedule D — Political & Issue Advertising (India)
Pre‑certification: Required by ECI/MCMC for political advertisements on electronic/digital media; provide certificate ID and copy with each creative.
Attribution: Include mandatory disclosures (sponsor, publisher, etc.) as instructed by ECI/local authorities.
Spending: You are responsible for election‑expenditure compliance and record‑keeping.
Non‑compliance: AdsOverAI will reject or remove non‑certified ads and may suspend the account.
Schedule E — Billing & Payments
Invoices: issued monthly in arrears for postpaid or on fund‑load for prepaid; include CIN, GSTIN, and itemized delivery.
Payment methods: bank transfer, UPI, or approved payment gateway.
Refunds: Unused prepaid balances may be refunded within 45 days, net of outstanding charges and claw‑backs (e.g., IVT credits already applied).
Credit notes: issued for validated IVT or make‑good adjustments.
Schedule F — Brand Safety & Suitability Settings (Overview)
Exclusions: violence, adult/explicit, illegal drugs, hate speech, misinformation, and any other categories selected by Advertiser.
Context filters: conservative, standard (default), or strict.
Blocklists: Advertiser may supply keywords/phrases; AdsOverAI may normalize for conversational contexts.
Limitations: Conversational UIs are dynamic; residual risk cannot be eliminated.
Schedule G — Definitions & Metrics
Impression: An ad rendered or delivered per the AI Surface's event.
Click: A user‑initiated action opening the destination URL or deep link.
Conversion: A post‑click or post‑view event as configured and attributable within the selected lookback window.
Viewability/Attention: Only where supported by the AI Surface; otherwise not guaranteed.
Clickwrap Acceptance Text
By checking the box and clicking "Create Account," you:
- agree to the AdsOverAI Master Advertiser Terms & Conditions (including Schedules A–G) and the site Policies;
- confirm you have authority to bind the Advertiser;
- confirm your creatives and campaigns will comply with ASCI/CCPA advertising rules and, if applicable, ECI political‑ad pre‑certification; and
- consent to the Data Processing Addendum (Schedule C) where AdsOverAI processes Personal Data on your instructions.
Practical Compliance Notes
Keep for your ops team:
ASCI: ensure clear ad labels, no fine‑print disclaimers that contradict the main claim; ensure disclaimers meet size/placement/time rules.
Influencer posts: require platform‑native disclosure (e.g., "Paid partnership" or appropriate hashtags).