Terms of Service

Last Updated: February 5, 2026

1. Overview and Acceptance

Welcome to Media Innovation Group Ltd. (Company Number: 516972049) ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our advertising technology marketplace, proprietary audio player SDK, APIs, website at https://m-innovation-group.com, and any related services (collectively, the "Platform" or "Services").

Media Innovation Group operates a programmatic advertising marketplace that connects advertisers and demand-side platforms (DSPs) with audio publishers through advanced technology solutions, real-time bidding infrastructure, and proprietary audio streaming technology.

BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR PLATFORM.

These Terms constitute a legally binding agreement between you and Media Innovation Group Ltd. If you are using our Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" include that organization.

2. Definitions

For purposes of these Terms:

• "Advertiser" means any entity that purchases advertising inventory through our Platform.
• "Publisher" means any entity that provides advertising inventory through our Platform.
• "Campaign" means a specific advertising initiative with defined parameters (budget, targeting, duration).
• "Inventory" means advertising space or opportunities available within Publisher content.
• "SDK" means our proprietary audio player software development kit.
• "Impression" means a single instance of an advertisement being displayed or played.
• "Click" means a user interaction with an advertisement (tap, click, or other engagement).
• "Conversion" means a desired user action following ad exposure (purchase, install, signup, etc.).
• "Invalid Traffic" means non-human traffic, fraudulent impressions, or traffic that violates our quality standards.

3. Eligibility and Account Registration

3.1 Age and Authority Requirements

You must be at least 18 years of age and have the legal capacity to enter into binding contracts. By using our Platform, you represent and warrant that you meet these requirements.

3.2 Business Accounts

Our Platform is designed for business use. When creating an account, you must:

• Provide accurate, current, and complete business information
• Maintain and promptly update your account information
• Have authority to bind your organization to these Terms
• Comply with all applicable laws and regulations
• Provide valid payment information (for Advertisers)
• Verify your identity and business credentials when requested

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breaches
• Using strong passwords and enabling two-factor authentication

We are not liable for any loss or damage arising from your failure to maintain account security.

3.4 Account Verification

We reserve the right to verify your identity and business information through:

• Business registration documents
• Tax identification numbers
• Credit checks or financial verification
• Domain or app ownership verification
• Third-party identity verification services

4. Platform Access and Use

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use our Platform for its intended business purpose
• Integrate our SDK into your applications (Publishers only)
• Access our APIs according to documented specifications
• Use campaign management and reporting tools

4.2 SDK License (Publishers)

Publishers integrating our SDK agree to:

• Implement the SDK according to our technical documentation
• Keep the SDK updated to the latest stable version
• Not modify, reverse engineer, or create derivative works of the SDK
• Not extract or attempt to extract the SDK's source code
• Comply with SDK usage guidelines and best practices
• Provide required disclosures about data collection in your privacy policy

4.3 API Access

API users must:

• Use API keys securely and not share them with unauthorized parties
• Respect rate limits and throttling mechanisms
• Not attempt to overwhelm or disrupt our systems
• Cache data appropriately to minimize unnecessary API calls
• Follow API versioning and deprecation notices

5. Intellectual Property Rights

5.1 Our Proprietary Rights

All content, technology, and materials on our Platform, including but not limited to:

• Software code, algorithms, and machine learning models
• Audio player SDK and related technologies
• User interfaces, design, and "look and feel"
• APIs, protocols, and specifications
• Trademarks, service marks, logos, and brand elements
• Documentation, guides, and technical materials
• Data models, audience segments, and insights

are owned by Media Innovation Group Ltd. or our licensors and are protected by international intellectual property laws, including patents, copyrights, trade secrets, and trademarks.

5.2 Technology Restrictions

You may not, without our express prior written consent:

• Copy, modify, or create derivative works of our Platform or SDK
• Reverse engineer, decompile, or disassemble our technology
• Remove, alter, or obscure any proprietary notices
• Use our Platform to develop competing products or services
• Attempt to extract or replicate our algorithms or bidding strategies
• Scrape, spider, or harvest data from our Platform
• Circumvent any security measures or access controls
• Benchmark our Platform against competitors without permission

5.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about our Platform, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, implement, and commercialize such feedback without compensation or attribution.

6. Advertiser Terms and Obligations

6.1 Campaign Setup and Management

Advertisers using our Platform agree to:

• Provide accurate campaign parameters (budget, targeting, duration)
• Upload compliant ad creatives that meet our specifications
• Obtain all necessary rights to use content in advertisements
• Set appropriate bid prices and budgets
• Monitor campaign performance and adjust as needed

6.2 Ad Creative Requirements

All advertising creatives must:

• Comply with IAB standard ad specifications (VAST, VPAID)
• Meet audio quality standards (bitrate, format, duration)
• Include required disclosures and disclaimers
• Not exceed maximum file sizes or durations
• Be tested for compatibility across devices and players

6.3 Prohibited Advertising Content

Advertisers may not promote or advertise:

• Illegal products, services, or activities
• Adult content, pornography, or sexually explicit material
• Weapons, explosives, or dangerous materials
• Illegal drugs, controlled substances, or drug paraphernalia
• Tobacco products (where prohibited by law)
• Counterfeit goods or trademark infringement
• Fraudulent or deceptive schemes
• Hate speech, discrimination, or violence
• Malware, viruses, or malicious software
• Misleading health or financial claims
• Political advertising (without proper disclosures)
• Content that violates third-party rights

6.4 Targeting and Data Use

When using targeting capabilities, Advertisers must:

• Comply with all applicable privacy and data protection laws
• Have legal basis for using personal data for advertising
• Not target sensitive categories unlawfully (race, religion, health, etc.)
• Obtain necessary consents for data collection and use
• Comply with platform policies on custom audiences and retargeting

6.5 Campaign Performance and Measurement

Advertisers acknowledge that:

• Campaign performance is not guaranteed and may vary
• Metrics are based on industry-standard measurement methodologies
• Discrepancies may occur between our reporting and third-party tools
• We use fraud detection systems to filter invalid traffic
• Attribution models may differ from other platforms

7. Publisher Terms and Obligations

7.1 Inventory Quality Standards

Publishers using our Platform must:

• Own or have rights to monetize the inventory provided
• Provide accurate information about apps, websites, and content
• Maintain high-quality, engaging content for users
• Ensure inventory complies with content policies
• Implement our SDK correctly and keep it updated
• Not artificially inflate traffic or engagement metrics

7.2 Traffic Quality and Anti-Fraud

Publishers must not:

• Generate artificial impressions, clicks, or conversions
• Use bots, automated scripts, or click farms
• Incentivize users to view ads or click on advertisements
• Place ads in hidden iframes or outside viewable areas
• Engage in cookie stuffing or other deceptive practices
• Misrepresent the nature, category, or rating of content
• Source traffic from prohibited sources (adult sites, incentivized traffic)

7.3 Prohibited Content

Publisher inventory must not contain:

• Illegal content or promotion of illegal activities
• Adult content, pornography, or sexually explicit material (unless approved)
• Hate speech, discrimination, or incitement to violence
• Graphic violence, gore, or disturbing content
• Malware, viruses, or malicious code
• Pirated or copyright-infringing content
• Misleading or deceptive content
• Content that violates third-party rights

7.4 SDK Implementation Requirements

Publishers integrating our SDK must:

• Follow integration guidelines and best practices
• Request appropriate user permissions for location, device ID, etc.
• Provide clear privacy disclosures about data collection
• Implement consent management where required (GDPR, CCPA)
• Not modify or interfere with ad delivery mechanisms
• Maintain minimum app/website quality standards
• Ensure ads are viewable and audible

7.5 Brand Safety and Content Classification

Publishers must:

• Accurately categorize content using IAB Content Taxonomy
• Implement ads.txt and app-ads.txt for transparency
• Allow brand safety verification and monitoring
• Respect advertiser block lists and exclusions
• Promptly address brand safety concerns

7.6 User Experience Requirements

Publishers must ensure:

• Ads do not significantly disrupt user experience
• Frequency capping is respected
• Audio ads do not autoplay when prohibited
• Users can control audio volume
• Ad placements are clearly identifiable

8. Payment Terms

8.1 Advertiser Payment Terms

Payment Methods:

• Credit card, debit card, bank transfer, or other approved methods
• Payment information must be current and accurate

Billing and Charges:

• Advertisers are charged based on campaign delivery (impressions, clicks, conversions)
• Pricing is determined by auction dynamics and bid prices
• Platform fees are specified in your service agreement
• Minimum campaign budgets may apply
• Charges are processed upon campaign delivery or at billing cycle intervals

Prepayment and Credit:

• We may require prepayment or credit approval for new accounts
• Credit limits are set at our discretion and may be adjusted
• Campaigns may be paused if credit limits are reached

Payment Terms:

• Payment is due immediately for prepaid accounts
• Net 30 days for approved credit accounts (unless otherwise agreed)
• Late payments incur interest at 1.5% per month or maximum permitted by law
• We may suspend services for overdue accounts

8.2 Publisher Payment Terms

Revenue Share:

• Revenue share percentages are specified in your Publisher Agreement
• Revenue is calculated based on delivered impressions and advertiser spend
• Invalid traffic is excluded from revenue calculations

Payment Schedule:

• Net 60 days from the end of the calendar month (or as specified in Publisher Agreement)
• Minimum payout thresholds may apply (e.g., $100 minimum)
• Payment methods: Bank transfer, PayPal, or other approved methods

Payment Holds:

• We may withhold payments for suspected fraud or policy violations
• Payment disputes must be raised within 30 days of payment date
• Withheld amounts are subject to investigation and verification

8.3 Taxes

• All fees are exclusive of taxes, duties, and levies
• You are responsible for all applicable taxes (sales, VAT, GST, etc.)
• Tax documentation (W-9, W-8, VAT numbers) must be provided when requested
• We may withhold taxes as required by law

8.4 Currency and Exchange Rates

• All amounts are in U.S. Dollars (USD) unless otherwise specified
• Currency conversion rates (if applicable) are determined at time of transaction
• You bear the risk of currency fluctuations

8.5 Refunds and Chargebacks

• Fees are generally non-refundable except as required by law
• Refunds may be issued for technical errors or overcharges
• Chargebacks or payment disputes may result in account suspension
• You are liable for chargeback fees and associated costs

9. Data Rights and Ownership

9.1 Advertiser Data

Advertisers retain ownership of:

• Ad creative content and assets
• Campaign parameters and settings
• First-party audience data uploaded to the Platform
• Conversion tracking data from their properties

9.2 Publisher Data

Publishers retain ownership of:

• Content and applications
• First-party user data
• Inventory and placement configurations

9.3 Platform Data

We own all rights to:

• Aggregated and anonymized data
• Platform performance metrics and analytics
• Audience segments and insights derived from Platform activity
• Bidding data and auction dynamics
• Machine learning models and algorithms

9.4 Data Usage Rights

By using our Platform, you grant us the right to:

• Use your data to provide and improve our Services
• Create aggregated analytics and market insights
• Build audience segments for advertising purposes
• Share data as described in our Privacy Policy

10. Warranties and Representations

10.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal authority to enter into these Terms
• Its use of the Platform complies with all applicable laws
• It will not violate third-party intellectual property rights
• Information provided is accurate and complete

10.2 Advertiser Warranties

Advertisers warrant that:

• They have all necessary rights to use content in advertisements
• Advertisements comply with applicable laws and regulations
• They have obtained necessary consents for data use
• Landing pages and promoted products/services are legitimate

10.3 Publisher Warranties

Publishers warrant that:

• They own or have rights to monetize provided inventory
• Traffic and user engagement is genuine and non-fraudulent
• Content complies with applicable laws and content policies
• Required privacy disclosures are provided to users

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

We disclaim all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for particular purpose, and non-infringement
• Warranties regarding accuracy, reliability, or completeness of data
• Warranties that the Platform will be uninterrupted, secure, or error-free
• Warranties regarding campaign performance, fill rates, or revenue
• Warranties regarding third-party services or integrations

We do not guarantee:

• Specific campaign performance metrics or ROI
• Minimum fill rates or revenue for Publishers
• Availability of specific inventory or audience segments
• Compatibility with all devices, browsers, or applications
• Elimination of all ad fraud or invalid traffic

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

IN NO EVENT SHALL MEDIA INNOVATION GROUP LTD., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• LOSS OF BUSINESS OPPORTUNITIES OR GOODWILL
• BUSINESS INTERRUPTION OR SYSTEM FAILURES
• COST OF SUBSTITUTE SERVICES
• DAMAGES FROM UNAUTHORIZED ACCESS, DATA BREACHES, OR SECURITY INCIDENTS
• DAMAGES FROM AD FRAUD, INVALID TRAFFIC, OR BRAND SAFETY ISSUES
• DAMAGES FROM THIRD-PARTY SERVICES OR INTEGRATIONS

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR
• $1,000 USD

These limitations apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Media Innovation Group Ltd., its parent, subsidiaries, affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Platform or violation of these Terms
• Your advertising content, campaigns, or landing pages
• Your apps, websites, or content (Publishers)
• Violation of third-party intellectual property rights
• Violation of applicable laws or regulations
• Fraudulent or deceptive practices
• Privacy violations or data breaches on your properties
• Claims by end users related to your content or advertisements

We reserve the right to assume exclusive defense and control of any indemnified matter, in which case you agree to cooperate with our defense.

14. Termination

14.1 Termination by You

You may terminate your account at any time by:

• Providing written notice to [email protected]
• Completing any outstanding campaigns (Advertisers)
• Removing our SDK from your applications (Publishers)

Termination does not relieve you of payment obligations for services already rendered.

14.2 Termination by Us

We may suspend or terminate your access immediately, with or without notice, if:

• You breach these Terms or any Platform policies
• Your account poses a security or fraud risk
• You engage in invalid traffic generation or ad fraud
• Your content violates policies or applicable laws
• Payment obligations are overdue
• We are required to do so by law or government authority
• We discontinue the Platform or certain features

14.3 Effect of Termination

Upon termination:

• Your right to access the Platform immediately ceases
• Active campaigns will be paused
• Outstanding payments become immediately due
• We may delete your account data after a reasonable period
• Publishers must remove our SDK within 30 days
• Data usage rights terminate except for historical data

Provisions that by their nature should survive termination will continue, including: payment obligations, intellectual property rights, warranties, disclaimers, limitations of liability, indemnification, and dispute resolution.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles.

15.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration in accordance with the Israeli Arbitration Law, 5728-1968.

Arbitration Procedures:

• Arbitration will be conducted by a single arbitrator mutually agreed upon, or appointed by the Tel Aviv District Court if no agreement is reached
• Arbitration will take place in Tel Aviv, Israel
• Proceedings will be conducted in English or Hebrew
• Each party bears its own costs and fees, unless the arbitrator rules otherwise
• The arbitrator's decision is final and binding

Class Action Waiver:

You agree that arbitration will be conducted on an individual basis and not as a class action, collective action, or representative proceeding. You waive any right to participate in a class action lawsuit or class-wide arbitration.

15.3 Exceptions to Arbitration

Either party may seek equitable relief in court for:

• Intellectual property infringement
• Misappropriation of trade secrets
• Violations of confidentiality obligations
• Urgent interim relief pending arbitration

15.4 Jurisdiction

For matters not subject to arbitration, the courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any service-specific agreements, constitute the entire agreement between you and us regarding the Platform.

16.2 Amendments

We may modify these Terms at any time by:

• Posting updated Terms on our website
• Updating the "Last Updated" date
• Providing notice through the Platform or via email

Material changes become effective 30 days after notice. Continued use after changes constitutes acceptance. If you do not agree to changes, you must stop using the Platform.

16.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision is modified to the minimum extent necessary to make it valid and enforceable.

16.4 Waiver

Our failure to enforce any right or provision does not constitute a waiver. Any waiver must be in writing and signed by an authorized representative.

16.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.

16.6 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16.7 Force Majeure

We are not liable for failure or delay in performance due to circumstances beyond our reasonable control, including:

• Acts of God, natural disasters
• War, terrorism, civil unrest
• Government actions, embargoes
• Internet or telecommunications failures
• Cyber attacks, DDoS attacks
• Pandemics, epidemics

16.8 Notices

Notices to you may be sent via email to the address on your account or through the Platform. Notices to us must be sent to:

Legal Department
Media Innovation Group Ltd.
Ben-Gurion Street 44
Herzliya, 4644606, Israel
Email: [email protected]

16.9 Language

These Terms may be provided in multiple languages for convenience. In the event of any conflict, the English version shall prevail.

16.10 Export Compliance

You agree to comply with all applicable export control laws and not to export, re-export, or transfer our technology to prohibited countries or persons.

17. Contact Information

For questions or concerns about these Terms of Service, please contact us:

Media Innovation Group Ltd.
Ben-Gurion Street 44
Herzliya, 4644606
Israel
Company Number: 516972049

Email: [email protected]
Website: https://m-innovation-group.com
Support: [email protected]