What each side agrees to when a publisher or SSP uses KOTAN.ai: access rights, acceptable use, ownership, liability, and how the agreement ends.
These terms form an agreement between KOTAN.ai ("KOTAN.ai", "we") and the organisation that accepts them ("Customer", "you"). They govern the KOTAN.ai website, dashboard, APIs and everything delivered through them (the "Service"). You accept them by creating an account, signing an order form that references them, or using the Service. If you accept on behalf of an organisation, you confirm you are authorised to bind it.
The Service is offered to businesses only. Where a signed order form or master agreement exists between us, that document controls to the extent it conflicts with these terms.
Subject to these terms and to payment of the fees in your order form, we grant you a non-exclusive, non-transferable, worldwide right to access and use the Service during your subscription term for your own business purposes: joining your data sources, generating segments and forecasts, setting and revising floor prices, and enforcing competitive separation and deduplication across your ad pods.
You may permit your employees and contractors to use the Service on your behalf. You remain responsible for what they do with it, for the accounts created under your organisation, and for keeping credentials, API keys and tokens confidential.
You may not, and may not permit anyone else to:
We may suspend access where we reasonably believe an account has been compromised, is being used unlawfully, or is creating risk to the Service or to other customers. Where practical we give notice first and restore access once the issue is resolved.
You retain all right, title and interest in the data you supply or connect to the Service, including your inventory, auction, audience and revenue data, and any creative or advertising material you submit. Nothing here transfers ownership of it to us.
You grant us a worldwide, non-exclusive licence to host, process, analyse and index that data for the sole purpose of operating and delivering the Service to you, together with any support you request. That licence lasts only as long as we hold the data and exists only to make the Service work.
We do not use your data to train models made available to anyone else. Your data is not pooled into, and does not inform, any model, index, benchmark or output offered to another customer or to a third party. Models we run on your data operate for your account alone.
You are responsible for having the rights and permissions needed to supply the data you connect, and for the lawfulness of the audiences, segments and campaigns you build with it.
We retain all right, title and interest in the Service: the platform codebase and APIs, the models and algorithms behind segmentation, forecasting, floor pricing and separation, the interface and its design, our documentation, and all improvements to any of it. You receive a right to use the Service, not a transfer of it.
We may collect and use anonymised, aggregated telemetry about how the Service performs and is used, including in benchmarks and product development, provided it does not identify you, your customers, or your commercial terms, and cannot reasonably be reverse-attributed to you.
If you send us feedback or suggestions, we may use them without obligation to you.
Fees, billing frequency, and any revenue share or settlement arrangement are set in your order form. Fees are exclusive of taxes, which you are responsible for other than taxes on our income. Access may be suspended on notice where undisputed invoices are not paid when due.
Where the Service participates in settling advertising revenue, amounts are payable on the schedule in your order form and are subject to adjustment or recovery where impressions are later found to be fraudulent, non-viewable, or reversed by the demand source that paid for them.
We use commercially reasonable efforts to keep the Service available and to make maintenance predictable, giving advance notice of planned work where we can. Emergency fixes may be applied without notice.
The Service depends on infrastructure and counterparties we do not control, including cloud providers, ad servers, exchanges and demand sources. We are not responsible for their downtime, their decisions, changes to their systems, or the bid, fill and revenue outcomes that follow. Any availability commitment we make is the one written into your order form or a service level agreement; nothing on this page creates one.
Each of us warrants that it has the authority to enter this agreement and will comply with the laws that apply to it.
Except as expressly stated here or in a signed service level agreement, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or will produce any particular commercial result. Forecasts, segments, prices and recommendations are decision support. You remain responsible for the decisions you take.
Neither of us is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost advertising inventory, unsold or undelivered impressions, service interruption, or loss of data or goodwill, however caused and regardless of the theory of liability.
Each party's total aggregate liability arising out of or relating to this agreement is capped at the total fees paid or payable under the order form in the twelve months preceding the event giving rise to the claim.
These limits do not apply to your payment obligations, to either party's indemnity obligations, to breach of confidentiality, or to liability that cannot be limited by law.
You will defend and indemnify us against third-party claims arising from your data, creative, advertising or inventory, including claims of patent or copyright infringement, defamation, privacy violation, or breach of advertising or consumer-protection regulation, and against claims arising from your use of the Service in breach of these terms.
We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these terms, infringes a United States patent or copyright. If such a claim is made, we may modify the Service, obtain a licence, or terminate the affected subscription and refund fees paid for the unused term. This is our entire liability for infringement.
Each indemnity is conditional on prompt notice, sole control of the defence, and reasonable cooperation.
Each of us will protect the other's non-public information with at least reasonable care, use it only to perform this agreement, and disclose it only to people who need it and are under equivalent obligations. This does not cover information that is public, independently developed, or lawfully received from someone else, and it does not prevent disclosure required by law, provided notice is given where permitted.
Subscriptions run for the term in the order form and renew automatically for equal periods unless either of us gives notice not to renew before the end of the current term.
Either of us may terminate for material breach if the breach is not cured within thirty days of written notice. We may suspend or terminate immediately, without a cure period, for advertising fraud, unlawful use, or conduct that puts the Service or other customers at risk.
On termination your right to use the Service ends and unpaid fees for the terminated term fall due. For thirty days afterwards you may export your data and reports through the Service. After that window we securely delete your data, except where we are required to retain it by law, and anonymised aggregated telemetry, which is not attributable to you.
This agreement is governed by the laws of the United States of America and applicable general United States commercial law, without regard to conflict-of-law rules.
Before filing anything, the parties will attempt in good faith to resolve the dispute informally, starting with written notice describing it and thirty days of discussion between people with authority to settle. If that does not resolve it, the dispute will be brought exclusively in the federal courts located in the United States of America, and each party consents to that jurisdiction and venue.
Each party waives any right to a jury trial and any right to bring or participate in a class, collective, or representative action. Disputes are resolved individually.
We may update these terms; material changes take effect at your next renewal, and continued use after that constitutes acceptance. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. If a provision is unenforceable, the rest survives. Nothing here creates a partnership, agency or joint venture. The sections on data, intellectual property, fees, liability, indemnities, confidentiality, and governing law survive termination.
Questions about these terms, and any notice under them, can be sent through the contact form.
Enterprise agreements, order forms, data processing agreements and security reviews all run through the same team. Send us your paper and we will work from it.