OOH OwnerHub Terms & Conditions
Agreement Overview
These Terms and Conditions ("Agreement") govern your access to and use of the OOH OwnerHub Platform ("Platform"), a web-based SaaS product operated by ADWrap Advertising Ltd. ("ADWrap," "we," "us," or "our"). By registering for or using the Platform, you ("User," "you," or "your") agree to be bound by this Agreement. If you are acting on behalf of a business or legal entity, you represent and warrant that you have the authority to bind that entity.
Definitions
"ADWrap," "we," "us," "our" means ADWrap Advertising Ltd.
"Account" means your organization-based account on the Platform.
"Agreement" means these Terms and Conditions and any documents incorporated by reference.
"Assets" means physical or digital out-of-home media inventory that you (or your clients) own, control, represent, or are otherwise authorized to list or manage via the Platform (e.g., billboard structures/faces, digital displays, street poles, street furniture, transit media), together with related metadata (location, format, availability, pricing).
"Authentication Provider" means Clerk or such other third-party authentication, identity-verification, and user-management provider that ADWrap engages from time to time to authenticate Users and manage account credentials on ADWrap's behalf.
"Authorized Admin" means a User with Owner or Admin Role permissions.
"Authorized User" means an individual you permit to access the Platform under your Account.
"Billing Cycle" means the invoicing/charge interval for your Subscription Plan (e.g., monthly or annual).
"Campaign" means any proposal, request, order, or approved booking to place advertising on Assets, including associated details such as flight dates, locations, creatives, quantities, and rates, whether submitted by an Advertiser, Agency/Media Buyer, or by you through the Platform.
"Documentation" means the user guides, policies, and technical docs for the Platform that ADWrap makes available (which may be updated from time to time).
"Downtime" means periods when core Platform functionality is unavailable to you, excluding Maintenance Windows and any exclusions stated in this Agreement.
"Fees" means the amounts payable for the Services under your Subscription Plan or an Order Form, plus applicable Taxes.
"Force Majeure Event" means an event beyond a party's reasonable control (e.g., natural disasters, war, terrorism, labor disputes, acts of government, power or internet outages).
"Functional Areas" means the non-exhaustive categories of Platform capabilities described in this Agreement and as updated from time to time.
"Harmful Code" means viruses, malware, bots, scripts, or other code intended to disrupt, damage, or gain unauthorized access to systems or data.
"Maintenance Window" means scheduled or emergency maintenance periods during which the Platform may be unavailable.
"Marketplace" means the publishing and discovery feature of the Platform through which an Owner or Authorized Admin may make Marketplace Listings visible to advertisers, agencies, or other prospective clients, subject to the publishing configuration selected for each listing.
"Marketplace Listing" means an Asset and its associated information, images, and metadata that has been published to the Marketplace.
"Open-Source Components" means third-party or open-source software included in or distributed with the Platform and governed by its own license terms.
"Order Form" means an ordering document (including an online checkout) that references this Agreement and states the Services, term, quantities/limits, and fees for a specific order.
"Personal Data" means information that identifies or relates to an identified or identifiable natural person, as defined under Applicable Law.
"Platform" means the OOH OwnerHub web-based software-as-a-service offering, including its websites, software, interfaces, and related technology made available by ADWrap
"Services" means access to the Platform and any related hosting, support, and features provided by ADWrap under this Agreement.
"Subscription Plan" means the plan tier you select (e.g., features, limits, roles, term) as described in the Platform or an Order Form
"Subscription Term" means the recurring billing period for your Subscription Plan (e.g., monthly or annual), starting on the Subscription Start Date and renewing per the plan.
"Third-Party Services" means products, services, or integrations provided by third parties (e.g., payment processors, regulatory APIs) that interoperate with the Platform.
"User," "you," "your" means the individual or legal entity accepting this Agreement. If a legal entity, "User" includes its authorized Users.
"User Content" (also referred to in this Agreement as "User Data") means data, content, and materials you or your Users upload to or process through the Platform (e.g., media assets, documents, images, pricing, campaign records). User Content includes any Marketplace Listing published from your Workspace.
"Workspace" means your tenant environment within the Platform associated with your Account. The Workspace is an independent data and operational boundary: information associated with a Workspace belongs to the Workspace (as the contracting entity) rather than to any individual Authorized User, and access by an Authorized User to more than one Workspace does not itself create any right of access between those Workspaces.
Platform Purpose
The OOH OwnerHub Platform is a web-based software-as-a-service (SaaS) solution developed and maintained by ADWrap Advertising Ltd. It is intended exclusively for business use by Out-of-Home (OOH) media owners, advertising agencies, and other commercial users involved in the planning, booking, and management of physical advertising inventory.
The Platform's capabilities may include the following non-exhaustive functional areas, which ADWrap may modify from time to time;
Asset Management
- Uploading, organizing, and managing OOH advertising assets (e.g., billboards, digital screens, street poles);
- Recording and maintaining asset metadata (e.g., location, format, availability, pricing).
Campaign Workflow
- Monitoring booking schedules and campaign timelines;
- Receiving, reviewing, and responding to campaign proposals from advertisers, agencies, or other third parties;
- Tracking the status of approved campaigns, including rollout dates, deflighting schedules, and payment status.
Operations & Compliance
- Managing asset maintenance activities;
- Coordinating with regulatory authorities, landlords, and internal or external sales representatives involved in asset operations or compliance.
Marketplace
- Publishing Assets and related inventory information to the Marketplace for discovery by advertisers, agencies, and other prospective clients;
- Configuring the visibility of each Marketplace Listing (e.g., public, restricted, or time-limited); and
- Reviewing, modifying, unpublishing, or deleting Marketplace Listings.
ADWrap may from time to time make additional features available or modify existing features at its discretion. Use of the Platform is limited to the Functional Areas above and any additional features ADWrap may make available from time to time. Any use not expressly authorized under this Agreement is prohibited.
User Accounts and Roles
Account Creation
As a condition of accessing and using the Platform, you must register an organization-based account through the registration process provided by ADWrap.
By registering an account, you represent and warrant that:
all information you provide, including your organization's name, contact details, and authorized users, is true, accurate, current, and complete;
you have the full authority to create the account and to act on behalf of the organization or business you represent; and
you will promptly update your account information to ensure it remains accurate and complete at all times.
ADWrap reserves the right to verify the identity and business affiliation associated with your account and may, at its sole discretion, suspend, restrict, or deny access to the Platform if it determines that any information you provided is false, misleading, or incomplete.
Identity and account authentication on the Platform are provided by a third-party Authentication Provider. ADWrap relies on that provider and does not independently verify a User's legal identity, business status, or authority to act. Any "verified" status reflects only the checks performed by the Authentication Provider and does not constitute an endorsement or representation by ADWrap. ADWrap is not liable for any loss, interruption, or access failure caused by the Authentication Provider's outage, error, or discontinuation of service.
Access Roles
The Platform provides role-based access controls to allow for the appropriate delegation of authority within your organization. By assigning roles to users under your account, you acknowledge and accept responsibility for all activities carried out by such users.
The following standard user roles are supported by the Platform:
Owner
All Admin capabilities, account settings, user-management, billing, asset and campaign management, and system configuration plus the exclusive authority to delete the entire workspace.
Admin
Full operational control over account settings, user-management, billing, asset and campaign data, and system configuration (excluding workspace deletion).
Member
Baseline role for an individual granted access to a Workspace; specific permissions are determined by the role(s) assigned (including the roles above or any custom role configured for the Workspace).
In addition to the roles above, the Platform may make available additional predefined roles or allow an Owner or Authorized Admin to configure custom roles, in each case with permissions scoped as the Workspace configures them. The availability of any specific predefined role is not guaranteed for every Workspace or subscription plan and may change from time to time.
You are solely responsible for assigning, modifying, and revoking user roles within your organization's account and for ensuring that each user accesses the Platform in accordance with their designated permissions.
In addition to the standard roles above, ADWrap may allow an Owner or Authorized Admin to configure custom roles or adjust permissions within a Workspace, where supported by the Platform. The Owner is the only User recognized by ADWrap as having authority to transfer ownership of, or delete, the Workspace, and to bind the Workspace generally in its dealings with ADWrap. ADWrap is entitled to rely on instructions given by a User authenticated as the Owner of a Workspace (including instructions to delete data, transfer ownership, or cancel the Account) without independently verifying that individual's internal corporate authorization to give such instructions.
User Responsibilities
You are solely responsible for all activities conducted under your account, including those performed by any users to whom you grant access.
You agree to ensure that all users under your account:
access and use the Platform strictly in accordance with this Agreement and applicable laws;
do not engage in any activity that disrupts or interferes with the operation, integrity, or security of the Platform;
maintain the confidentiality of their login credentials and do not share access with unauthorized individuals; and
promptly notify ADWrap of any unauthorized access, breach of security, or misuse of the Platform.
You acknowledge and agree that ADWrap shall have no liability for any loss or damage arising from your failure to comply with these responsibilities or from actions taken by individuals using your account credentials, whether authorized or not.
Use of Platform and Services
Permitted Activities
Subject to your compliance with this Agreement, ADWrap grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for the internal business purposes of managing and commercializing your Out-of-Home (OOH) media assets.
The Platform may be used by you to perform the following permitted activities:
upload, organize, and manage OOH media asset listings, including associated metadata such as location, format, availability, and pricing;
receive, review, and respond to campaign proposals submitted by advertisers, media buyers, or agencies;
track campaign rollout timelines, deflighting schedules, and payment statuses;
monitor asset bookings, availability calendars, and usage analytics;
assign access roles and manage internal users within your organization's account;
upload and store relevant documents, images, and media files tied to your campaigns or asset listings; and
collaborate with third parties such as regulators, landlords, and sales agents via the Platform's supported communication or workflow tools.
Prohibited Activities
You shall not, and shall ensure that no user under your account shall:
Unlawful Use. Use the Platform for any illegal or unlawful purpose.
Fraud and Misrepresentation. Engage in any fraudulent or deceptive activity, including misrepresentation, payment fraud, click or impression fraud, falsifying proof-of-performance, or submitting false documents or data.
Unauthorized Use. Use or access the Platform, Services, or any content or data other than as expressly permitted by this Agreement, your subscription entitlements, and the then-current Documentation.
Automated Access; Scraping. Use any robot, spider, crawler, scraper, script, bot, or other automated means to access, query, monitor, copy, or collect data from the Platform, or to generate automated traffic or load, including any activity that bypasses or exceeds rate limits.
Circumvention / Unauthorized Access. Attempt to gain unauthorized access to any portion of the Platform, any other user's account or data, or any systems or networks connected to it; or circumvent, disable, or otherwise interfere with security-related features or content-protection mechanisms.
Malicious Code; Interference. Upload, distribute, or transmit any viruses, malware, or harmful code; or interfere with, disrupt, overload, or degrade the performance or availability of the Platform or related systems or networks.
Legal Compliance. Use the Platform in a way that violates applicable intellectual-property, privacy, advertising, anti-spam, anti-corruption, or regulatory laws.
Commercial Exploitation. Resell, license, sublicense, or otherwise commercially exploit the Platform or any data obtained from it, except as expressly permitted by ADWrap in writing.
Reverse Engineering. Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Platform.
ADWrap may monitor usage and traffic patterns, investigate suspected violations, and without limiting other remedies throttle, rate-limit, suspend, or terminate access; block accounts, tokens, or IP addresses; and implement technical or operational safeguards to protect the Platform.
Any breach of this Section may result in immediate suspension or termination of your access to the Platform, without prejudice to ADWrap's other legal remedies.
Content Ownership and Licensing
Ownership of Content
You retain all rights, title, and interest in and to any data, content, or materials that you upload, submit, or otherwise make available through the Platform, including but not limited to media asset information, documents, images, pricing details, campaign history, and related business records ("User Content").
ADWrap does not claim ownership of your User Content. Nothing in this Agreement shall be construed to transfer ownership of such content to ADWrap.
As between multiple Authorized Users of the same Workspace, User Content and other Workspace-level information belong to the Workspace (i.e., the contracting entity) rather than to any individual Authorized User. An Authorized User who ceases to have access to a Workspace, including upon departure from your organization, acquires no independent right to retain, export, or delete User Content by virtue of having previously accessed it.
License Grant to ADWrap
By submitting or uploading User Content to the Platform, you grant ADWrap a limited, non-exclusive, royalty-free, worldwide license to use, store, process, display, reproduce, and transmit such User Content solely for the purpose of operating, maintaining, supporting, and improving the Platform and providing services to you under this Agreement.
This license does not permit ADWrap to sell, share, publicly distribute, or commercially exploit your User Content beyond the scope necessary to perform its obligations under this Agreement, unless you provide prior written consent.
User Responsibilities for Content
You represent and warrant that:
you have all necessary rights, licenses, and permissions to upload and use the User Content on the Platform;
the User Content does not infringe, misappropriate, or otherwise violate the intellectual property rights or privacy rights of any third party; and
the User Content is not unlawful, defamatory, or otherwise in violation of applicable laws or regulations.
ADWrap shall maintain reasonable backup, security, and recovery measures in respect of User Content. You remain responsible for managing access to your Workspace and for all acts and omissions of Users, Authorized Users, and any other person granted access to the Workspace by or on your behalf. ADWrap shall not be liable for any loss, deletion, alteration, corruption, or unauthorized modification of User Content arising from such acts or omissions.
For your convenience, ADWrap will retain deleted User Content in a recoverable state for up to ninety (90) days from the date of deletion (the “Grace Period”). During the Grace Period, an Authorized Admin may request restoration of deleted User Content, and ADWrap will use commercially reasonable efforts to restore such data from available backups. Recovery is not guaranteed and (a) may exclude system logs, caches, derived analytics, and third-party content; (b) may be unavailable where prohibited by law, upon your request for immediate deletion, or after account termination/closure; and (c) may be subject to reasonable limitations, security verification, and retrieval fees. After the Grace Period, deleted User Content shall be permanently and irreversibly deleted in the ordinary course of business. These retention practices do not replace your backup obligations or constitute a disaster-recovery guarantee.
Marketplace
Marketplace Publishing and Visibility
The Platform may allow an Owner or Authorized Admin to publish Assets and related inventory information to the Marketplace as a Marketplace Listing, for discovery by advertisers, agencies, and other prospective clients.
The visibility of a Marketplace Listing is determined by the publishing configuration selected by the Owner or Authorized Admin at the time of publishing, which may include:
public visibility, viewable by any visitor to the Marketplace;
restricted visibility limited to specified email addresses or invited parties;
time-limited availability; or
such other access conditions as the Platform may support from time to time.
Where a Marketplace Listing is published with public visibility, information reasonably necessary for a prospective advertiser to evaluate the Asset may be displayed, including location and street-bound information, static or digital media face details, availability, pricing, and other characteristics entered by the publishing Workspace. Without prejudice to the visibility setting available under clause 7.1.2, the publishing Owner or Authorized Admin retains discretion, where the Platform supports such field-level configuration, to determine which specific fields of Asset information are included in or withheld from a Marketplace Listing. ADWrap displays only the fields the publishing Workspace has elected to include, and ADWrap accepts no responsibility or liability for a Workspace's decision to withhold, omit, or disclose any particular field of information.
Ownership and Responsibility for Marketplace Content
As between you and ADWrap, you (acting through your Workspace) remain solely responsible for all information, images, and other content submitted to the Marketplace, and retain ownership of such content subject to the license granted to ADWrap under the Content Ownership and Licensing section of this Agreement.
ADWrap does not claim ownership of, and does not independently verify the accuracy, completeness, or legality of, any Marketplace Listing. ADWrap's role is limited to providing the functionality to create, modify, publish, unpublish, and delete Marketplace Listings.
You represent and warrant that you hold all rights, licenses, consents, and authorizations necessary to publish each Marketplace Listing, including any images, landlord or regulator information, and other third-party content contained in it, and that publishing the Marketplace Listing will not infringe or misappropriate the intellectual property, privacy, or other rights of any third party.
ADWrap's Role and Disclaimer
ADWrap acts solely as the operator of the technical platform through which Marketplace Listings are published and discovered. ADWrap does not endorse, guarantee, or assume responsibility for the accuracy of any Marketplace Listing, the availability or condition of any Asset described in it, or the outcome of any transaction, negotiation, or Campaign arising from a Marketplace Listing.
ADWrap reserves the right, but has no obligation, to review, restrict, suspend, or remove any Marketplace Listing, in whole or in part, that it reasonably believes violates this Agreement, infringes third-party rights, or is otherwise unlawful, harmful, or inappropriate, with or without notice.
Prohibited Content, User Responsibility and Enforcement
You must not upload, submit, publish, or otherwise make available through the Marketplace any content that is unlawful, fraudulent, misleading, defamatory, infringing, obscene, pornographic or sexually explicit, abusive, threatening, harmful, discriminatory, or otherwise contrary to this Agreement or applicable law.
You are solely responsible for all content uploaded, submitted, or published through your Workspace and for ensuring that such content complies with this Agreement and all applicable laws and third-party rights. ADWrap shall not be responsible or liable for User-published content or for any claim, loss, damage, penalty, or liability arising from such content, except to the extent that such liability cannot lawfully be excluded.
ADWrap reserves the right to review, restrict, disable, or remove any Marketplace Listing or other content that ADWrap reasonably believes violates this Agreement, applicable law, or the rights of any third party. Where ADWrap takes such action, ADWrap shall notify the affected Owner or Authorized Admin of the reason for the action taken.
Where ADWrap reasonably determines that a User has published prohibited content, repeatedly breached this Agreement, or otherwise misused the Marketplace, ADWrap may, with or without notice, restrict or revoke that User's publishing privileges, suspend or terminate the User's access to the Platform, and remove or permanently delete the relevant content.
Takedown and Removal
If ADWrap receives a credible complaint or notice that a Marketplace Listing infringes a third party's rights or violates applicable law, ADWrap may remove or disable public access to the affected Marketplace Listing pending investigation, and will, where reasonably practicable, notify the publishing Owner or Authorized Admin.
An Owner or Authorized Admin may unpublish or delete a Marketplace Listing at any time, subject to any active Campaign or commitment associated with it.
Marketplace Listings and Workspace Lifecycle
Marketplace Listings form part of the Workspace and do not exist independently of it. If a Workspace is suspended, locked, or enters a retention or deletion process under this Agreement, the associated Marketplace Listings shall correspondingly cease to be publicly available, and upon permanent deletion of the Workspace, the associated Marketplace Listings shall be permanently deleted along with it.
Billing, Payment, Suspension, and Termination for Non-Payment
Subscription Plans
Access to the Platform is provided on a subscription basis. You may select from the available subscription plans offered by ADWrap, each of which grants access to specific features, user tiers, asset limits, and service levels as described on the Platform or in a separate order form.
You agree to pay all applicable fees associated with your chosen subscription plan in accordance with the billing terms presented at the time of registration or renewal and payment shall be made through ADWrap's secure payment gateway or invoicing system.
All fees are payable in the currency specified by ADWrap and are exclusive of any applicable taxes, levies, or duties imposed by taxing authorities. You are solely responsible for the payment of all such taxes.
Billing Schedule
Subscriptions are billed in advance on a fixed Recurring Billing Date, which is either the 1st day of each month or the original subscription start date.
For auto-pay accounts, all fees are due on the Recurring Billing Date. For invoiced accounts, all fees are due in accordance with the invoice payment terms.
Annual subscriptions are billed in advance on the annual Recurring Billing Date.
The Recurring Billing Date will not be adjusted due to account suspension, cancellation, or reactivation.
Non-Payment
If any undisputed invoice is not paid when due, no new entitlements will be granted and no renewal invoices will be issued until all prior renewal invoices are paid in full.
If payment remains outstanding fifteen (15) days after the due date, ADWrap may suspend the Workspace effective at the start of day sixteen (16). During suspension, access may be limited to billing and export functions, member logins may be blocked., API writes and integrations will be disabled.
If payment remains outstanding thirty (30) days after the due date, ADWrap may cancel the subscription for non-payment.
Chargebacks or payment disputes may result in immediate suspension or cancellation.
Any applicable late payment surcharges described in the Billing and Subscription Fees section apply in addition to this clause.
Restoration of Service after Suspension
ADWrap may restore access upon receipt of all past-due amounts.If the current billing period has already commenced, prepayment of the current period may also be required. The Recurring Billing Date remains unchanged upon restoration.
Post-Cancellation Data Access and Deletion
Following cancellation for non-payment, the Workspace will remain deactivated for ninety (90) days, during which authorized Admins will retain billing and export-only access and all other member access will be blocked, and no writes will be permitted.
On day ninety (90), ADWrap will permanently delete the Workspace and all associated User Data in the ordinary course of business.
ADWrap may retain minimal billing and transaction records required for tax, audit, or compliance purposes, as well as any aggregated or anonymized data, as described in the Privacy and Data Protection Policy.
Changes to Fees or Plans
ADWrap reserves the right to modify its pricing, plans, or billing structure at any time upon providing you with at least thirty (30) days' advance notice via email or in-platform notification.
Continued use of the Platform after the effective date of any fee change constitutes your agreement to the revised pricing.
All subscription fees are non-cancellable and non-refundable, including for cancellation, downgrade, early termination, or any Downtime. Customers may not withhold, set off, or charge back fees due to service issues. No credits or refunds are provided except as expressly agreed to in writing by ADWrap.
Privacy and Data Protection
Privacy Notice
Your use of the Platform is subject to ADWrap's Privacy Notice, which explains how your personal and business data is collected, used, stored, and protected. The Privacy Notice is incorporated by reference into this Agreement and forms an integral part of it.
You may access and review the current version of the Privacy Notice at: [Insert link to the privacy notice]
By using the Platform, you acknowledge that you have read, understood, and agreed to the terms of the Privacy Notice, including how your data may be processed and your rights under applicable law.
Data Collection and Use
ADWrap may collect, store, and process certain data related to your use of the Platform, including but not limited to:
organization and user profile information;
media asset metadata and campaign records;
billing and transactional history; and
technical data such as usage logs, device/browser type, and access timestamps.
ADWrap shall use such data solely for the purpose of providing, operating, supporting, and improving the Platform and for fulfilling its obligations under this Agreement.
Data Ownership and Rights
You retain all rights, title, and interest in and to any business data and content you upload or input into the Platform, including but not limited to media inventory, pricing, client information, campaign records, and supporting documents ("User Data").
ADWrap does not claim ownership of your User Data and shall act only as a data processor with respect to such data. For clarity, ADWrap acts as a data processor with respect to the substantive business content you upload as User Data (e.g., media inventory, pricing, campaign records), and acts as a data controller with respect to account, authentication, billing, security, and abuse-prevention information that ADWrap collects or generates in operating the Platform, in each case as further described in the Privacy Notice.
ADWrap shall not access, use, disclose, or share your User Data except:
as necessary to operate the Platform and fulfill its obligations under this Agreement;
as required by applicable law or court order; or
with your prior written consent.
Data Privacy Compliance
ADWrap shall process all personal data in accordance with all applicable data protection and privacy laws in the jurisdictions in which it operates or in which the data subjects are located, including but not limited to relevant international data protection and privacy laws.
You are solely responsible for ensuring that any data you upload or manage through the Platform has been lawfully collected and that you have obtained all necessary consents and notices required under applicable law.
Sub-processors and Data Location
ADWrap engages third-party sub-processors to operate the Platform, including for authentication and identity verification, payment processing, cloud hosting and storage, content delivery, transactional email, technical error monitoring, product analytics, and mapping/location functionality. ADWrap's infrastructure, including its production database, may be hosted outside the jurisdiction in which your data was collected. Where this results in a cross-border transfer of Personal Data, ADWrap will rely on appropriate safeguards required under Applicable Law. The current list of sub-processors and the applicable data-hosting location(s) are maintained in the Privacy Notice, which forms part of this Agreement and may be updated by ADWrap from time to time in accordance with its own terms.
Activity and Audit Records
ADWrap maintains activity and audit records of actions taken within a Workspace for security, accountability, and investigative purposes. Such records may remain associated with a Workspace, and be retained by ADWrap, even after an individual Authorized User's access to that Workspace ends, including where that User leaves your organization.
Security Measures
ADWrap shall implement reasonable and appropriate technical and organizational measures, consistent with industry standards, to protect your data against unauthorized access, loss, disclosure, alteration, or destruction. However, you acknowledge that no digital system can guarantee absolute security, and you agree to take reasonable steps to protect your account credentials and related systems.
Data Access and Portability
Upon written request, you may request access to or export of your User Data in a machine-readable format. ADWrap shall make reasonable efforts to fulfill such requests within thirty (30) business days.
You may also request deletion of your User Data upon account termination, subject to ADWrap's legal obligations and any applicable data retention policy.
Intellectual Property Rights
Platform Ownership
All rights, title, and interest in and to the Platform including its software, source code, user interface, design, functionality, database architecture, trademarks, documentation, and all related technology are and shall remain the exclusive property of ADWrap and its licensors.
You acknowledge that the Platform is protected by intellectual property laws, including but not limited to copyright, trademark, and trade secret laws, and that no ownership rights are transferred to you under this Agreement.
Limited License to Use the Platform
Subject to your continued compliance with this Agreement, ADWrap grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for your internal business purposes, in accordance with the scope of your subscription.
This license does not permit you to:
copy, modify, reproduce, or distribute the Platform or any part thereof;
reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
sublicense, resell, rent, lease, or provide the Platform to any third party outside your organization;
use the Platform for competitive analysis or to build a competing product or service.
Feedback and Suggestions
If you provide ADWrap with any feedback, comments, ideas, suggestions, or other input related to the Platform ("Feedback"), you agree that:
such Feedback is voluntary and non-confidential;
ADWrap shall be free to use, reproduce, and incorporate the Feedback into its products and services without obligation to you; and
you shall not claim any intellectual property rights or compensation in relation to such Feedback.
Third-Party Services and Integrations
The Platform may include integrations with third-party tools (e.g., payment processors, regulatory APIs). ADWrap is not liable for the accuracy, availability, or security of these services.
The Platform uses some third-party/open-source software. Those pieces are licensed under their own terms and we'll publish required notices and any required source code at. ADWrap makes no warranties, offers no indemnities or support for them, and is not liable for issues they cause.
Disclaimers and Limitation of Liability
Disclaimers
ADWrap is committed to providing a reliable and professional service; however, you acknowledge and agree that the Platform is provided "as is" and "as available," and that use of the Platform is at your own risk. ADWrap does not guarantee that the Platform will be uninterrupted or error-free at all times, or that outcomes involving third parties such as campaign approvals, advertiser payments, or the success or performance of any advertising campaign will be achieved, as these are outside ADWrap's control.
Except as expressly stated in this Agreement, ADWrap does not make any warranties or guarantees regarding the performance, availability, or fitness of the Platform for your specific business requirements.
Limitation of Liability
To the maximum extent permitted by law, ADWrap shall not be liable to you or any third party for any: indirect, incidental, special, punitive, or consequential damage; loss of revenue, profits, goodwill, data, or business opportunities; interruptions, errors, or delays in the operation or use of the Platform; failure by any advertiser, agency, or third party to perform, pay, or deliver as expected.
In no event shall ADWrap's total cumulative liability for all claims arising out of or relating to this Agreement exceed the total amount of subscription fees paid by you to ADWrap in the twelve (12) months immediately preceding the event giving rise to the claim.
Indemnification
You agree to indemnify, defend, and hold harmless ADWrap, its affiliates, directors, officers, employees, agents, and service providers from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
your use of the Platform in violation of this Agreement or any applicable law;
your content, data, or materials uploaded to or processed through the Platform, including any actual or alleged infringement of third-party intellectual property or privacy rights;
any campaign, booking, or commercial arrangement you enter into through the Platform, including disputes with advertisers, clients, agencies, landlords, or regulatory bodies; or
any act or omission by your employees, contractors, or authorized users in connection with the use of your account.
Termination and Suspension
Termination by You
You may terminate this Agreement at any time by providing written notice to ADWrap and closing your account, subject to the applicable billing cycle.
Termination shall not relieve you of any outstanding payment obligations, and no refunds will be issued for any prepaid fees unless expressly stated otherwise in this Agreement.
Termination or Suspension by ADWrap
ADWrap may suspend or terminate your access to the Platform, in whole or in part, with or without notice, if:
you breach any material provision of this Agreement;
you fail to make timely payment of any subscription fees
your use of the Platform creates a security risk, disrupts Platform functionality, or violates applicable law; or
such action is required by law or court order.
Where feasible, ADWrap will make reasonable efforts to notify you in advance of any suspension or termination and may offer an opportunity to cure the breach or default, at ADWrap's discretion.
Effect of Termination
Upon termination of this Agreement for any reason:
your license to use the Platform shall immediately cease;
your access credentials will be deactivated, and your account may be permanently closed; and
ADWrap may delete your data in accordance with its data retention and deletion policies, subject to applicable legal obligations.
Any provisions of this Agreement that by their nature should survive termination (including, but not limited to, payment obligations, intellectual property rights, disclaimers, limitations of liability, and indemnities) shall continue in full force and effect.
Miscellaneous
Modifications to Terms
ADWrap reserves the right to modify, update, or replace any part of this Agreement at its sole discretion. If we make material changes, we will notify you by email or through in-platform messaging. Continued use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Agreement. If you do not agree to the updated terms, you must stop using the Platform and may terminate this Agreement in accordance with Section 13.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Republic of Uganda.
Upon a Notice of Dispute, the parties' authorised representatives shall meet and attempt in good faith to resolve the dispute for 30 days. If unresolved at the end of that period, the dispute shall be finally resolved by arbitration administered by the International Centre for Arbitration & Mediation in Kampala (ICAMEK) under the ICAMEK Arbitration Rules then in force. The seat is Kampala, Uganda; the language is English; and the tribunal shall consist of a sole arbitrator appointed by the Parties. Either party may seek urgent interim relief from the courts of Uganda, and judgment on the award may be entered in any court of competent jurisdiction.
Force Majeure
ADWrap shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, civil unrest, war, terrorism, pandemics, labor disputes, government action, power outages, or failure of telecommunications or internet services.
Notices
All notices under this Agreement must be sent in writing by email or registered mail to the contact information provided by each party. Notices sent by email shall be deemed received on the date of transmission if sent during business hours, or the next business day if sent after hours.
Entire Agreement
This Agreement, together with any referenced documents (such as the Privacy Notice), constitutes the entire agreement between you and ADWrap regarding use of the Platform and supersedes all prior agreements, proposals, or communications, whether written or oral.
No Waiver; Severability
The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Acceptance of Terms
By creating an account or using OOH OwnerHub, you affirm that you have read, understood, and agreed to these Terms and Conditions.
This document contains the current version of the applicable legal terms.