1. Parties and Structure
1.1 This Master Services Agreement (the "Agreement") is entered into between SignalBridge Tech Ltd, a private company limited by shares incorporated in the Republic of Cyprus with registration number HE 487847 and registered office at 23 Stasinou Street, 1st Floor, 2404 Engomi, Nicosia, Cyprus ("SignalBridge", "we", "us"), and the entity identified in the Order Form or online registration ("Advertiser", "you").
1.2 This Agreement, together with the Order Form, the Policies referred to in clause 12 and any annexes, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior proposals, representations and understandings relating to it. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
1.3 SignalBridge contracts with you as principal and not as agent. SignalBridge purchases advertising inventory from supply-side partners in its own name and for its own account, and sells advertising services to you in its own name. SignalBridge does not act on your behalf in acquiring inventory, does not hold funds on your behalf, and does not act as a commercial agent, broker, payment intermediary or media buying agency.
2. Services
2.1 SignalBridge provides access to its programmatic advertising platform and delivers advertising services in accordance with the campaign parameters agreed in the Order Form or configured by you in the platform (the "Services").
2.2 SignalBridge determines, in its own commercial judgement, the sources of inventory used to deliver the Services, the purchase price paid for that inventory and the bidding strategy applied. You acquire advertising services from SignalBridge at the price agreed with you; you do not acquire, and are not entitled to, any interest in the underlying inventory purchase.
2.3 Delivery volumes, reach, placement, timing and performance are estimates only and are not guaranteed unless expressly stated as a guaranteed commitment in the Order Form. SignalBridge does not guarantee any particular result, conversion rate, return on spend or business outcome.
2.4 Except as expressly stated in this Agreement, the Services and the platform are provided on an “as is” and “as available” basis, and SignalBridge excludes, to the fullest extent permitted by applicable law, all warranties, conditions and terms implied by statute, common law or otherwise, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy or non-infringement. SignalBridge does not warrant that the Services or the platform will be uninterrupted, error-free or free of harmful components.
2.5 SignalBridge may modify, add to or discontinue features of the platform and the Services, and may perform scheduled or emergency maintenance, provided that it will not materially reduce the core functionality of the Services purchased under a current Order Form without notice given in accordance with clause 12.2.
2.6 Invalid traffic. SignalBridge applies detection measures to identify invalid or fraudulent traffic. Where SignalBridge identifies delivery it reasonably considers to be invalid traffic, it may exclude that delivery from reporting and from Fees, or issue a credit against future Fees. Such exclusion or credit is your sole and exclusive remedy in respect of invalid traffic.
3. Territorial and Category Scope
3.1 The Services are offered only in the territories, and for the advertiser categories, set out in the Advertising and Prohibited Content Policy. SignalBridge may add or remove territories and categories in accordance with clause 12.
3.2 You shall not submit, and shall procure that no third party acting on your behalf submits, any Creative or Landing Page targeting a territory or falling within a category that is not open under that Policy.
4. Your Obligations
4.1 You represent, warrant and undertake on a continuing basis that:
- (a) you have full right, title, licence and authority to use and to permit SignalBridge to serve each Creative and to direct traffic to each Landing Page, including all intellectual property, personality and database rights;
- (b) each Creative and Landing Page complies with all applicable laws and with the Advertising and Prohibited Content Policy in every territory in which it is served;
- (c) you hold all licences, authorisations and registrations required to promote the advertised product or service in each such territory, and will provide evidence on request;
- (d) all information supplied for onboarding, including identity, corporate and beneficial ownership information, is true, complete and current, and you will notify SignalBridge of any change within ten (10) days;
- (e) no Landing Page contains malware, deceptive redirects, cloaking or any mechanism that presents content different from that reviewed by SignalBridge;
- (f) no Creative constitutes political advertising, issue-based advertising or advertising by or on behalf of a political actor, unless you have declared it as such in advance and SignalBridge has approved it in writing. Where SignalBridge approves such advertising, you shall provide all declarations, sponsor identity, funding and transparency information required under applicable law, including Regulation (EU) 2024/900, and you acknowledge that SignalBridge may decline or withdraw such advertising at any time;
- (g) you will provide, and keep accurate, the information SignalBridge requires in order to meet advertising transparency, labelling and record-keeping obligations under applicable law, including the identity of the advertiser, of the natural or legal person on whose behalf the Creative is presented and, where different, of the person who paid for it; and
- (h) where a Creative has been generated or materially altered by artificial intelligence, you will disclose that fact to SignalBridge and apply any labelling required under applicable law.
4.2 Where you act as a media agency or reseller for one or more underlying advertisers, you shall disclose each underlying advertiser to SignalBridge, provide evidence of your authority to act for it, and procure that it complies with this Agreement. SignalBridge may require verification down to the ultimate advertiser and may refuse or suspend Services where the authorisation chain is incomplete.
5. Creative and Landing Page Review
5.1 All Creatives and Landing Pages are subject to review before delivery. Review may be conducted by automated means, by human review, or by a combination of both.
5.2 Review by SignalBridge is carried out for SignalBridge's own purposes only. It does not transfer to SignalBridge any responsibility for the legality, accuracy or suitability of the Creative or the Landing Page, does not constitute advice or approval, and does not relieve you of any obligation or warranty under clause 4. SignalBridge may reject, remove or require amendment of any Creative or Landing Page at its discretion.
6. Fees, Invoicing and Prepayment Credit
6.1 You pay SignalBridge the fees set out in the Order Form or in the platform for the advertising services delivered ("Fees"). Fees are consideration for services supplied by SignalBridge to you in its own name and for its own account. SignalBridge purchases the underlying advertising inventory in its own name and bears the cost of that inventory whether or not you pay the Fees.
6.2 Prepayment Credit. You may prepay amounts on account of Fees ("Prepayment Credit"). Prepayment Credit is a prepayment of the price of services to be supplied by SignalBridge to you. It (a) may be applied only against Fees payable under this Agreement; (b) may not be transferred, assigned or applied to any other contract or party; (c) does not accrue interest; (d) is not repayable on demand and confers no right of withdrawal; and
(e) is refundable only on termination or expiry of this Agreement, following completion of SignalBridge's financial, sanctions and anti-money-laundering checks, and only to the bank account from which it was received, in each case subject to any mandatory requirement of applicable law. Prepayment Credit is not an electronic money balance, a payment account, a stored-value instrument or client money, and SignalBridge does not hold it on your behalf.
6.3 Payment method. Fees and Prepayment Credit are payable by bank transfer from a bank account held in your own name, or by such other method as SignalBridge expressly makes available in writing.
6.4 SignalBridge issues invoices meeting the requirements of applicable VAT legislation. Where you are established in the European Union and provide a valid VAT identification number, SignalBridge will verify it through the VIES system and, where the conditions are met, apply the reverse charge. You are responsible for the accuracy of the information you supply for this purpose.
6.5 Fees are exclusive of value added tax and any other applicable taxes, duties or withholdings, which you shall pay in addition. Amounts are payable without set-off, counterclaim or deduction. Overdue amounts bear interest at the rate provided by applicable late payment legislation or, where no such rate applies, at four per cent (4%) per annum above the European Central Bank main refinancing rate, accruing daily from the due date until payment. SignalBridge may also recover the reasonable costs of recovery.
7. Suspension, Restriction and Termination
7.1 SignalBridge may suspend or restrict all or part of the Services, or withhold a payment or the application of Prepayment Credit, where it reasonably considers that: (a) you are in breach of clause 4; (b) continued delivery would breach applicable law or expose SignalBridge to sanctions, regulatory or criminal liability; (c) the account shows indicators of fraud, unauthorised access or invalid traffic; or (d) verification under clause 4.1(d) or clause 8 is outstanding.
7.2 Where practicable, SignalBridge will give prior notice of a suspension.
7.3 Either party may terminate this Agreement for convenience on thirty (30) days' written notice, or immediately on written notice for material breach not remedied within fifteen (15) days of notice, or on insolvency of the other party.
7.4 On termination or expiry, accrued Fees fall due, unapplied Prepayment Credit is dealt with under clause 6.2(e), and clauses 1.3, 4, 6, 8, 9, 10, 11, 13, 14 and 15, together with any other provision which by its nature is intended to survive, remain in effect.
8. Sanctions, Anti-Money Laundering and Screening
8.1 You represent and warrant that neither you, nor any of your directors, officers or beneficial owners holding directly or indirectly 25% or more of your shares or voting rights, nor any underlying advertiser you represent, is a person designated under any sanctions administered by the European Union, the United Nations, the United States (including OFAC), or the United Kingdom, or is owned or controlled by such a person, or is located, organised or resident in a territory subject to comprehensive sanctions.
8.2 SignalBridge screens counterparties, their beneficial owners and directors against the applicable designated-persons lists on onboarding, before each payment, and on an ongoing basis when those lists are updated. You shall provide such information and documentation as SignalBridge reasonably requires for this purpose.
8.3 SignalBridge will suspend the Services and freeze any payment immediately, and without prior notice, where a screening match is identified, until the match is resolved. Where required by law SignalBridge will report the matter to the competent authority and may be prohibited from informing you of the reason.
8.4 This clause 8 applies notwithstanding any other provision of this Agreement and may not be waived.
9. Data Protection
9.1 Each party shall comply with applicable data protection law. The roles of the parties, the allocation of responsibilities and the arrangements for international transfers are set out in the Data Protection Terms, which form part of this Agreement.
9.2 Where you transmit to SignalBridge any conversion, event, audience, customer-list or attribution data relating to identified or identifiable individuals, including through server-to-server integration or any SignalBridge tag or SDK deployed on your own properties, you warrant that you have a valid legal basis for that transmission and for SignalBridge's processing of that data for the purposes of the Services, that you have provided all required information to and obtained all required consents from the individuals concerned, and that you have honoured any opt-out, deletion or preference signal received from them. You shall not transmit to SignalBridge any special category or sensitive personal data, any data relating to children, or any data relating to individuals who have opted out of targeted advertising, sale or sharing.
9.3 In respect of data transmitted under clause 9.2, and of data made available to you through the Services, each party acts as a separate and independent controller (or the equivalent role under applicable law) and neither party is a processor of the other. Where required, the parties shall enter into such additional terms, standard contractual clauses or jurisdiction-specific provisions as applicable law requires.
9.4 You shall not use data obtained through the Services to re-identify any individual, to build or enrich any profile or dataset outside the campaigns delivered under this Agreement, or to train, validate or enrich any model, except to the extent expressly permitted in writing by SignalBridge and by applicable law.
10. Indemnity and Liability
10.1 You shall indemnify SignalBridge against all losses, damages, fines, penalties, costs and reasonable legal fees arising out of or in connection with (a) any breach of clause 4 or clause 8; (b) any claim that a Creative or Landing Page infringes the rights of a third party; and (c) any regulatory action or third-party claim arising from the content of a Creative or Landing Page.
10.2 Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited. Subject to that, SignalBridge's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the lesser of (a) the Fees paid by you under this Agreement in the three (3) months immediately preceding the event giving rise to the claim and (b) fifty thousand euro (EUR 50,000); and SignalBridge is not liable for loss of profit, revenue, business, goodwill, anticipated savings, data, or for any indirect, special, punitive or consequential loss, in each case whether or not foreseeable.
10.3 Nothing in this clause 10 limits your obligations under clause 6, clause 8 or clause 10.1, or your liability for breach of clause 4, clause 8, clause 9.2 or clause 11.
11. Confidentiality
11.1 Each party shall keep confidential all non-public information disclosed by the other and use it only for the purposes of this Agreement, save where disclosure is required by law or by a competent authority.
12. Policies and Changes
12.1 You must comply with the policies, guidelines, rules and requirements relating to the Services that SignalBridge makes available to you from time to time, including the Advertising and Prohibited Content Policy (together, the “Policies”). The Policies are incorporated into and form part of this Agreement. In the event of conflict between this Agreement and a Policy, this Agreement prevails unless the Policy expressly states otherwise.
12.2 SignalBridge may amend this Agreement or the Policies from time to time. SignalBridge will give you at least thirty (30) days’ prior notice of any amendment that materially and adversely affects your rights or obligations under this Agreement, by email to your registered address, through the platform, or by other reasonable means. You may terminate this Agreement without charge before such amendment takes effect; your continued use of the platform or the Services after the amendment takes effect constitutes acceptance of it. Amendments that do not materially and adversely affect your rights, and amendments required to comply with applicable law or to address an urgent security, fraud, abuse, sanctions or legal risk, may take effect immediately, with notice given as soon as reasonably practicable.
12.3 SignalBridge will apply and enforce this Agreement and any applicable Policies in a reasonable, objective and proportionate manner, taking into account the nature and seriousness of the relevant circumstances and the legitimate interests of the parties involved.
13. Reporting and Records
13.1 Reporting made available in the platform is the sole and agreed basis for measuring delivery and calculating Fees, save in the case of manifest error. Third-party measurement is not a basis for adjustment unless expressly agreed in the Order Form. You shall notify SignalBridge of any dispute in respect of an invoice or of reported delivery within thirty (30) days of the date of the invoice, failing which the invoice and the reporting are deemed accepted.
13.2 Each party shall retain records relating to transactions under this Agreement for the period required by applicable law and in any event for five (5) years following termination or expiry. You shall, on SignalBridge’s reasonable request, provide documentary evidence of your compliance with clauses 4, 8 and 9.
14. Governing Law and Jurisdiction
14.1 This Agreement and any non-contractual obligations arising out of it are governed by the laws of the Republic of Cyprus. The courts of the Republic of Cyprus have exclusive jurisdiction, save that SignalBridge may bring proceedings to recover sums due in any court of competent jurisdiction.
15. General
15.1 This Agreement is made in the English language. Any translation is provided for convenience only; in the event of inconsistency the English version prevails.
15.2 You may not assign, novate, charge or otherwise deal with this Agreement or any right under it, in whole or in part, without SignalBridge’s prior written consent. SignalBridge may assign or novate this Agreement to an affiliate or in connection with a transfer of all or part of its business, and may subcontract performance of any part of the Services.
15.3 No failure or delay in exercising a right operates as a waiver. If any provision is held invalid, the remainder continues in effect.
15.4 Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.
15.5 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) to the extent caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, industrial action, failure of telecommunications or internet infrastructure, cyber attack, or act of government or regulator.
15.6 A person who is not a party to this Agreement has no right to enforce any of its terms.
15.7 Notices under this Agreement shall be given in writing, by email to the address registered in your account (in the case of notices to you) or to the address notified by SignalBridge from time to time (in the case of notices to SignalBridge), and are deemed received on the next business day after sending. Operational notices, including notices of suspension and of amendments under clause 12.2, may be given through the platform.
15.8 SignalBridge may identify you as a customer and use your name and logo in customer lists and marketing materials, unless you notify SignalBridge in writing that it may not do so.