Terms & Conditions

About Huella and Scope of These Terms

Huella is a creative advertising-technology company providing digital advertising, Connected TV advertising, home-screen and in-stream advertising, interactive and rich-media creative experiences, programmatic media, audience targeting, campaign activation, optimisation, measurement, reporting and related advertising technology and managed services.

Huella’s solutions may include, among others, NEXad and ImpacTV, AIgnite, NewsroomAI and HuellaNXT, together with related, successor or complementary products, integrations and services made available by or through Huella.

• provide managed advertising or campaign services;
• provide access to software, platforms or technology;
• develop, adapt or deploy advertising creative;
• activate or optimise media campaigns;
• facilitate access to advertising inventory;
• integrate with third-party advertising, media, measurement, data or technology platforms;
• provide reporting, analytics or campaign insights;
• work with publishers, OEMs, Connected TV platforms, DSPs, SSPs, agencies, advertisers and other technology or media partners; or
• provide a combination of these services.

These Terms apply except to the extent that Huella and the relevant Client or Partner have entered into a separate written agreement, master services agreement, insertion order, statement of work, data processing agreement, platform agreement, partnership agreement or other binding document that expressly governs the relevant matter.

Where there is an inconsistency, the terms of the more specific signed agreement or agreed campaign document will prevail over these general Terms to the extent of that inconsistency.

Acceptance of the Terms

A person or organisation may accept these Terms by:

• accessing or using Huella technology or Platforms;
• creating or using an authorised account;
• submitting or approving a campaign, media plan, insertion order or service request that refers to these Terms;
• purchasing or receiving Services from Huella where these Terms have been incorporated into the commercial relationship;
• otherwise expressly agreeing to these Terms.

If you accept these Terms on behalf of a company, agency, advertiser, publisher or other organisation, you represent that you have authority to bind that organisation.

If you do not agree to the applicable Terms, you must not use the relevant Huella Platform or Service.

Who These Terms Apply To

Depending on the relevant relationship, these Terms may apply to:

• advertising and media agencies;
• advertisers and brands;
• enterprise clients;
• publishers and media owners;
• Connected TV and OEM partners;
• operating-system and platform partners;
• DSPs, SSPs and ad exchanges;
• technology and data partners;
• measurement, verification and analytics partners;
• creative partners;
• authorised Platform users;
• resellers or distribution partners;
• other organisations using, supplying, integrating with or receiving Huella Services.

References to “Client”, “Partner”, “you” or “your” refer, as applicable, to the organisation contracting with or using Huella and its authorised representatives.

For purposes of these Terms:

“Services” means the relevant technology, advertising, creative, media, managed-service, analytics, campaign or related services provided by Huella.

“Platform” means any Huella-operated software, interface, portal, system or technology made available to authorised users.

“Campaign Materials” means advertisements, creatives, copy, text, graphics, audio, video, logos, trademarks, URLs, landing pages, feeds, product information, tags, tracking instructions and other material supplied for a campaign.

“Order” means an applicable insertion order, release order, purchase order accepted by Huella, statement of work, order form, approved media plan, campaign confirmation or other written commercial instruction accepted by the parties.

“Authorised User” means an individual permitted by the relevant organisation to access or use a Huella Platform or Service.

Services Offered by Huella

Huella may provide services that include:

• digital media planning and activation;
• Connected TV advertising;
• home-screen, native and in-stream advertising;
• interactive CTV advertising;
• programmatic advertising;
• open-web advertising;
• creative technology and rich-media experiences;
• interactive, shoppable, responsive or dynamic advertising formats;
• creative development and adaptation;
• audience planning and targeting;
• campaign deployment and cross-platform campaign orchestration;
• campaign optimisation and frequency management;
• measurement and attribution support;
• analytics and reporting;
• access to publisher, platform, OEM or technology inventory;
• ad-serving and related technical functionality;
• APIs and technology integrations;
• data and audience integrations;
• campaign operations and managed services;
• other related advertising and technology services agreed between Huella and the relevant Client or Partner.

The exact scope of Services for a particular engagement will be determined by the relevant Order, proposal, media plan, statement of work, Platform entitlement or other written agreement.

Campaign and Media Services

Where Huella provides managed campaign or media services, Huella may plan, configure, activate, serve, monitor, optimise and report campaigns in accordance with the agreed scope.

Campaign details may include budgets, flight dates, geographies, inventory or platform selections, targeting parameters, creative formats, frequency controls, pricing, delivery goals, measurement methodologies and other campaign-specific instructions.

Huella may make routine operational and optimisation decisions within an approved campaign scope where reasonably necessary for campaign delivery or performance. Material changes outside the approved scope should be agreed with the Client or its authorised representative.

Nothing in these Terms overrides a specific delivery commitment expressly contained in an applicable Order.

Use of Huella Technology and Platforms

Where Huella provides direct access to a Platform, Huella grants the authorised organisation and its Authorised Users a limited, non-exclusive, non-transferable and revocable right to use the Platform solely for the agreed business purpose and during the applicable period of access.

Access to a Platform does not transfer ownership of the Platform or any underlying software, algorithms, workflows, technology, documentation, interfaces, design systems or intellectual property.

Users must use Huella technology only for authorised business purposes, within assigned permissions, in accordance with documentation or reasonable technical instructions provided by Huella, and in compliance with applicable law and these Terms.

Specific Platform functionality may vary by product, integration, geography, user permission, third-party availability or account configuration.

Materials and Advertising Assets

Campaign Materials may include logos, trademarks, product images, videos, music, voiceovers, fonts, copy, data feeds, landing pages, application links, QR destinations, tags, pixels and other assets.

The party supplying Campaign Materials represents that:

• it owns them or has sufficient rights to use and provide them;
• Huella’s authorised use of them for the campaign will not knowingly infringe third-party rights;
• required licences, talent permissions, music rights and other clearances have been obtained;
• advertising claims are appropriately substantiated where required;
• the materials comply with applicable advertising, consumer-protection and other laws.

Huella may decline, disable or request modification of materials that are technically incompatible, unlawful, malicious, infringing or inconsistent with applicable platform or publisher requirements.

The Client is responsible for destinations to which an advertisement redirects, including landing pages, applications, telephone numbers and QR-code destinations supplied or approved by the Client.

Prohibited and Unauthorised Use

Unless expressly permitted by Huella or applicable law, users must not:

• copy or commercially exploit Huella technology outside the agreed scope;
• sublicense, resell or provide unauthorised access to a Platform;
• reverse engineer, decompile or attempt to derive source code from proprietary Huella technology;
• circumvent security or access controls;
• access another organisation’s account or data without authority;
• introduce malware, harmful code or malicious content;
• interfere with Platform operation or availability;
• deliberately manipulate measurement, reporting, attribution or campaign delivery;
• conduct unauthorised penetration testing or vulnerability probing;
• use automated tools to extract Platform information without authorisation;
• scrape, crawl, harvest or systematically extract information from Huella systems without permission;
• use Huella Services for fraudulent, unlawful or abusive purposes.

Huella does not authorise the use of scraping or crawling to obtain protected personal or advertising data through its Services unless such activity is expressly lawful, contractually authorised and technically permitted.

Compliance With Third-Party Platform and API Terms

Huella uses authorised platform access and integrations in accordance with applicable contractual and technical requirements.

Clients and Partners must also comply with terms, policies and technical requirements applicable to third-party platforms they instruct Huella to use.

Neither party may instruct the other to circumvent platform access restrictions, authentication controls, API limitations, advertising policies or other applicable third-party conditions.

Where a third-party platform rejects, restricts or suspends a campaign, creative, targeting method or integration, Huella may make reasonable adjustments or pause the affected activity while the issue is addressed.

Advertising Inventory and Supply Partners

Huella may obtain or facilitate advertising inventory through publishers, OEMs, Connected TV platforms, SSPs, DSPs, media owners or other supply partners. Unless expressly stated otherwise, Huella does not represent that it owns third-party advertising inventory.

Inventory availability may vary based on campaign dates, geography, device or platform availability, audience availability, publisher supply, technical eligibility, pricing, brand-safety requirements, frequency limits, platform rules and other market or operational conditions.

Specific placement or inventory commitments apply only where expressly included in the applicable Order.

Huella may apply reasonable brand-suitability or inventory-quality controls where part of the relevant Service. However, no digital-media environment can be represented as entirely free from every possible unsuitable placement unless a specific contractual guarantee has been agreed.

Advertising Data and Audience Use

In connection with the Services, Huella and its authorised advertising, media and technology partners may process pseudonymous digital and advertising identifiers and campaign-related information for purposes including campaign delivery, audience targeting, frequency management, measurement, optimisation and reporting.

Clients and Partners supplying data, audience segments or processing instructions to Huella are responsible for ensuring that they have the necessary rights, permissions and lawful authority to make such information available and to instruct the relevant processing.

Clients and Partners must not provide Huella with directly identifying personal data, sensitive personal data or children’s data for advertising purposes unless expressly agreed with Huella and appropriate legal, contractual and technical safeguards have been established.

Privacy and Data Protection

Huella processes personal data in accordance with applicable data-protection law and Huella’s Privacy Policy, available through the legal section of the Huella website.

Depending on the relevant processing activity, Huella may act as a Processor/Data Processor or may have independent Controller/Data Fiduciary responsibilities. The parties’ respective roles will be determined by the nature of the processing, applicable law and, where relevant, an applicable Data Processing Agreement or other written agreement.

Where a Data Processing Agreement applies, its provisions will govern the relevant processing activities in the event of any inconsistency with these Terms.

Use of cookies and similar technologies is described separately in Huella’s Cookie & Similar Technologies Policy.

Information Security

Huella will maintain information-security measures appropriate to the nature of the Services, information processed and associated risks, taking account of applicable law and relevant industry practices.

Such measures are intended to protect Huella systems and information against unauthorised access, use, alteration, loss, disclosure or destruction and may include appropriate controls relating to access management, authentication, system and network security, logging and monitoring, vulnerability and patch management, secure development practices, backup and recovery, incident management, employee confidentiality and access, vendor management and business continuity.

Specific technical controls, security commitments or incident-notification requirements contained in an applicable agreement, Data Processing Agreement or security schedule will prevail over this general clause.

Clients and Partners are responsible for maintaining appropriate security for their own systems, user accounts and credentials.

No statement in these Terms should be interpreted as a claim that Huella holds any specific information-security certification unless that certification is separately and expressly confirmed in writing by Huella.

Service Availability and Technology Limitations

Huella aims to provide reliable Services, but advertising and technology Services depend on complex technical and some third-party infrastructure. Unless expressly stated in a separate written service-level agreement, Huella does not guarantee uninterrupted or error-free availability.

Services may be affected by scheduled or emergency maintenance, internet or telecommunications failure, third-party platform outages, cloud or infrastructure outages, API changes, publisher or OEM system changes, security incidents, regulatory requirements, browser, application, device or operating-system changes, or circumstances outside Huella’s reasonable control.

Huella may modify or improve Platform functionality over time, provided this does not materially remove a specifically contracted Service without appropriate discussion with the affected Client.

Where Services include automated, algorithmic or AI-assisted features, outputs should be appropriately reviewed by authorised users where human review is relevant to the intended use. No technology system can be guaranteed to be entirely error-free.

Warranties and Representations

Each party represents that it has authority to enter into the relevant relationship, will comply with applicable laws relevant to its obligations, and entering into and performing the relationship does not knowingly violate obligations binding upon it.

A Client or Partner supplying Campaign Materials, data or instructions represents that it has the rights, permissions and lawful basis reasonably required for Huella to use them for the agreed Services.

Huella will perform managed professional Services with reasonable skill and care and materially in accordance with the agreed scope. Any additional warranties must be expressly stated in the applicable written agreement.

Disclaimers

Except for express obligations contained in these Terms or an applicable written agreement, and to the maximum extent permitted by law, Services are provided without implied warranties that are not capable of being excluded by agreement.

Huella does not warrant that every Platform will operate without interruption, third-party inventory will always remain available, third-party integrations will remain unchanged, every campaign will achieve a desired commercial result, measurement systems operated by different providers will produce identical results, or technology will be entirely free from defects or vulnerabilities.

Nothing in this section limits an express contractual commitment or any right that cannot lawfully be excluded.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss arising from the Services, except to the extent such exclusion is prohibited by law or expressly agreed otherwise.

Nothing in these Terms excludes or limits liability to the extent that liability cannot lawfully be excluded or limited. Where an applicable signed agreement contains a liability regime, that regime will prevail.

Changes to These Terms

Huella may update these Terms from time to time to reflect changes in Services, technology, business operations, legal or regulatory requirements, privacy or security practices, or commercial processes.

The current version will be made available on Huella’s website together with its effective or last-updated date.

Where reasonably appropriate, Huella may provide additional notice of material changes affecting registered Platform users or an ongoing contractual relationship.

Changes to website Terms will not retrospectively alter a separately signed agreement, committed Order or negotiated commercial term unless the parties agree otherwise or the applicable agreement permits the change.