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Posted: September 19, 2026 · Effective: October 19, 2026 · View previous version
Terms of Service
Terms of ServicePrivacy PolicyBrand Safety
These Terms of Service (the "Terms") govern your access to and use of the services, software development kits (SDKs), application programming interfaces (APIs), websites, and related offerings provided by IRIS Inc., doing business as Gravity ("we", "us", or "our") (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" and "your" will refer to that organization.
1. Eligibility; Accounts
You must be at least 18 years old and have the legal capacity to enter into a contract to use the Services. You are responsible for the accuracy of account information and for maintaining the confidentiality of your credentials and access tokens. You are responsible for all activities that occur under your account. You will promptly notify us of any suspected unauthorized use.
2. Definitions
"Advertiser" or "Demand Partner" means an entity that provides bids, creatives, or demand for ad placements. "Publisher" means an entity that integrates the Services into its properties to render ads or to make its properties available to AI agents through agent-native products. "End Users" means individuals who interact with a Publisher's property where ads are served or with an AI agent acting on their behalf. "Signals" means device, contextual, and interaction data used for ad delivery, measurement, and fraud prevention. "Insertion Order" means a document between IRIS Inc. and an Advertiser, executed or otherwise made effective under its terms, that sets out deal-specific commercial terms, including pricing, payment, and term; Advertisers that purchase through IRIS Inc.'s self-serve dashboard without an Insertion Order are governed by these Terms and the terms presented in IRIS Inc.'s self-serve dashboard, and references in Sections 5, 8, 14, and 23 to an Insertion Order include those dashboard terms as applicable (dashboard terms supplement, and do not override, an Insertion Order or Section 21). Settings a Publisher accepts in IRIS Inc.'s dashboard form part of the applicable Engagement Letter for purposes of Sections 8 and 23. "Engagement Letter" means an agreement between IRIS Inc. and a Publisher, executed or otherwise made effective under its terms, that sets out deal-specific commercial terms, including compensation, payment, and term. "Brand Safety Guidelines" means our published guidelines governing inventory quality, content standards, and traffic integrity, as updated from time to time. "Invalid Traffic" has the meaning given in the Brand Safety Guidelines, which set separate standards for native advertising inventory and for agent-native products.
3. License and Acceptable Use
Subject to your compliance with these Terms, IRIS Inc. grants you a limited, non-exclusive, non-transferable, revocable license to integrate and use our SDKs and APIs to enable native advertising experiences, and, where applicable, agent-native discovery experiences, within your applications. You will not (and will not permit others to):
(a) reverse engineer, decompile, or otherwise attempt to derive source code or underlying ideas;
(b) circumvent or disable any security or technical controls;
(c) use the Services to violate any applicable law, industry code, or third-party right;
(d) transmit malware, malicious code, or harmful content;
(e) publish deceptive, misleading, or fraudulent content;
(f) engage in activity that interferes with or degrades the Services;
(g) exceed any documented rate limits;
(h) use the Services to build a competing product; or
(i) resell, sublicense, syndicate, or make the Services, SDKs, APIs, or any advertisement delivered through them available on or through any property other than your own, or act as an intermediary, network, or reseller for third-party properties, in each case except with IRIS Inc.'s prior written approval.
4. Integration; Implementation Requirements
You must implement the Services in accordance with our documentation, including applicable privacy, consent, and brand-safety controls. You are solely responsible for the configuration of placements, category blocks, and any publisher-side filters. We may throttle, suspend, or terminate access for non-compliant implementations.
5. Advertiser and Publisher Responsibilities
5.1 Advertiser Responsibilities. Advertisers and Demand Partners are responsible for: (a) the lawfulness, accuracy, and quality of their bids, creatives, and landing pages; (b) compliance with the Brand Safety Guidelines, category restrictions, and brand-safety and suitability settings; (c) ensuring that all advertising content and any technology supplied for use in connection with the Services complies with applicable law and does not infringe any third party's rights; (d) all notices, consents, and disclosures required for any tracking technology they deploy or ask IRIS Inc. to deploy, and for any data they transmit to IRIS Inc.; and (e) reviewing any creative variant that IRIS Inc. generates, adapts, or formats from materials the Advertiser or Demand Partner supplies, which they authorize IRIS Inc. to do. IRIS Inc. may review, reject, pause, modify, or remove any creative or campaign at any time, in its discretion and without liability; doing so does not reduce any committed spend or other payment obligation under an Insertion Order.
5.2 Publisher Responsibilities. Publishers are responsible for: (a) obtaining and maintaining all legally required notices, disclosures, and user consents, including transmitting consent and opt-out signals to IRIS Inc. in a supported format; (b) ensuring Publisher has the legal right to monetize the content and inventory made available through the Services, consistent with our Brand Safety Guidelines; (c) implementing the Services, including any ad placements or agent-native integrations, in a manner consistent with our Brand Safety Guidelines and applicable law; (d) promptly notifying us of any known or suspected violations of these Terms or the Brand Safety Guidelines occurring on Publisher's properties; (e) holding all licenses, permits, and authorizations required to operate its properties; and (f) not making inventory available to IRIS Inc. on any surface directed to children under the age of thirteen (13), or such other age as applicable law defines, and not knowingly transmitting to IRIS Inc. personal information of such children; (g) owning or controlling the properties on which the Services are implemented; and (h) ensuring that its properties, and any AI-generated content displayed, surfaced, or made available on them, do not and will not infringe, misappropriate, or violate any intellectual property, publicity, privacy, or other right of any third party and are not and will not be illegal, obscene, defamatory, or otherwise unlawful. Publisher represents and warrants that its properties comply with the foregoing.
5.3 Shared Obligation. Neither Advertisers nor Publishers will target or deliver ads, or configure agent-native integrations, that are illegal, discriminatory, or otherwise prohibited by applicable law or our policies.
6. Data; Signals; Measurement
You acknowledge and agree that the Services may collect, process, and use device and contextual Signals (e.g., device characteristics, advertising identifiers, approximate location, IP-derived geolocation, user-agent, language preferences, interaction events, ad performance metrics, conversion and attribution data, and conversation or page-level contextual signals) to enable ad delivery, measurement, optimization, security, and fraud prevention. Use of such information is described in our Privacy Policy, incorporated by reference. Traffic and interaction quality standards, including for agent-initiated activity, are set out in our Brand Safety Guidelines, incorporated by reference. Advertisers and Demand Partners acknowledge that agent-native inventory is designed for interaction by AI agents acting on behalf of End Users, that interactions on such inventory are not measured against human-traffic standards (such as MRC or TAG invalid-traffic definitions), and that agent-initiated interactions on such inventory are billable and are not Invalid Traffic solely by virtue of being agent-initiated.
Publisher Data. Publisher will provide IRIS Inc. with ongoing, real-time access to all Signals and other data made available by or through the Publisher properties and inventory integrated with the Services that IRIS Inc. requests for the Services, including End User queries and interactions (including the text of such queries), device, session, geographic, and engagement data. Before transmission, Publisher may redact, mask, or remove from such text (i) personal information such as names, contact details, and government, financial, or account identifiers, (ii) credentials, access tokens, keys, and other secrets, and (iii) information treated as sensitive personal information under applicable privacy law (together, "Redacted Content"), applied in good faith and limited to those categories. Redaction of Redacted Content is not a breach of these Terms, and Publisher is not required to transmit Redacted Content; Publisher will describe the general categories and methods of its redaction on IRIS Inc.'s reasonable request. IRIS Inc. determines in its sole discretion whether and how to serve on, and how to value, requests whose content has been redacted, and guarantees no fill, revenue, or payment for them. Any exclusion of a data field or category is effective only if agreed in a writing signed by IRIS Inc. before IRIS Inc. begins receiving that data, and applies prospectively only. Failure to provide requested data is a material breach of these Terms, except that redacting Redacted Content as permitted above, or withholding specific content to the extent required by applicable law with notice to IRIS Inc., is not a breach. Publisher is responsible for ensuring that its collection of such data and its transmission to IRIS Inc. are permitted under applicable law, including obtaining any notices or consents required for special categories of data, and represents that it has done so for all data it transmits.
7. Ownership; Usage Data; Feedback
IRIS Inc. and its licensors own all right, title, and interest in and to the Services and associated intellectual property. Publisher retains all right, title, and interest in and to Publisher's own platform, technology, content, and branding; nothing in these Terms transfers any ownership of an Advertiser's or Publisher's intellectual property to IRIS Inc., other than the license rights expressly granted in these Terms or an applicable Engagement Letter or Insertion Order. You grant IRIS Inc. a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to collect, retain, use, and disclose Signals and any other data made available to IRIS Inc. through your use of the Services for the purposes described in these Terms and our Privacy Policy, including operating, improving, and optimizing IRIS Inc.'s advertising engine, models, and platform, except to the extent a data processing addendum signed by IRIS Inc. expressly provides otherwise for the activities it covers, and this license survives termination of these Terms and any Engagement Letter or Insertion Order. IRIS Inc.'s disclosure of such data to Advertisers and Demand Partners in connection with the Services is a permitted use. IRIS Inc. has no obligation to delete, return, or cease using such data upon termination or upon your request, except to the extent required by applicable law. We may collect and use aggregated, de-identified, and derived data and usage metrics to operate, analyze, and improve the Services, and we may retain such data indefinitely. If you provide feedback, you grant IRIS Inc. a perpetual, irrevocable, royalty-free license to use such feedback without restriction.
8. Fees; Taxes; Payment Integrity
8.1 Fees and Taxes. Fees (if any) payable by Advertisers, Demand Partners, or other customers are as stated in an Insertion Order or in IRIS Inc.'s self-serve dashboard and are non-refundable except as provided in Section 8.5(b) or required by law. For Publishers, amounts payable by IRIS Inc. are calculated and paid in accordance with the applicable Engagement Letter between IRIS Inc. and Publisher, including the dashboard settings it incorporates (or, absent an Engagement Letter, the payout terms stated in IRIS Inc.'s self-serve dashboard). IRIS Inc.'s payment obligations to a Publisher are conditioned on Publisher's delivery of a completed IRS Form W-9 or applicable Form W-8 and accurate payment instructions, and IRIS Inc. may withhold taxes where required by law. Except as provided in Section 8.5(c), each party is responsible for all taxes and assessments associated with amounts it receives under these Terms, excluding taxes based on the other party's net income.
8.2 Payment Adjustments; Invalid Traffic. If IRIS Inc. reasonably determines that any interaction, impression, click, query, or conversion constitutes Invalid Traffic, or reflects duplicate impressions, technical errors, or material reporting errors, or that amounts were otherwise calculated in error or generated in violation of these Terms or the Brand Safety Guidelines (including on any Abusive Placement, as described in the Brand Safety Guidelines), IRIS Inc. may withhold, adjust, offset against future amounts payable, or require repayment of the affected amounts. Publisher will refund any such amounts within thirty (30) days of written request. This Section is in addition to any refund, repayment, or chargeback rights set forth in an applicable Engagement Letter or Insertion Order.
8.3 Verification Records. Upon IRIS Inc.'s reasonable request, you will provide records and supporting data reasonably necessary to verify ad requests, impressions, agent queries, conversions, delivery, traffic quality, and amounts payable under these Terms or an applicable Engagement Letter or Insertion Order, and you will retain such records for at least twelve (12) months.
8.4 Measurement; Reporting Disputes; Sequential Liability. IRIS Inc.'s measurements and calculations of impressions, queries, interactions, conversions, Invalid Traffic, and amounts payable are the system of record for billing and payment and are final and binding for those purposes unless you dispute a reconciliation statement, report, or invoice in writing, with reasonable supporting detail, within thirty (30) days after it is made available (including through IRIS Inc.'s dashboard or by email), after which it is deemed accepted by you; this does not limit IRIS Inc.'s rights under Section 8.2. Except for any advance or prepayment expressly set forth in an applicable Engagement Letter or Insertion Order, IRIS Inc.'s obligation to pay Publisher for any impression, query, or interaction is conditioned on IRIS Inc.'s receipt of the corresponding payment from the applicable Advertiser or Demand Partner, and any amount that is unpaid, refunded, or clawed back by an Advertiser or Demand Partner (including for Invalid Traffic or policy violations) may be withheld from, offset against, or recovered from Publisher in accordance with Section 8.2.
8.5 Advertiser Payment Terms. This Section 8.5 applies to Advertisers, Demand Partners, and other customers who pay IRIS Inc. for the Services, whether under an Insertion Order or through IRIS Inc.'s self-serve dashboard. (a) No Guarantees. Inventory is non-guaranteed. IRIS Inc. does not guarantee any impression volume, placement, specific Publisher, click-through rate, conversion, or return on ad spend. (b) Spend Commitments. Any committed, prepaid, or minimum spend stated in an Insertion Order or the self-serve dashboard is owed in full regardless of the amount of advertising delivered, credits used, campaign pauses or changes, or termination, and references to amounts "incurred," "delivered," or "spent" govern reporting only, except for spend accrued under Invoiced Billing in accordance with Section 8.6. No refunds, credits, or offsets are issued for unused spend, early termination, or campaign changes, except (i) a credit for confirmed Invalid Traffic determined in accordance with the Brand Safety Guidelines on the basis of IRIS Inc.'s own detection (third-party traffic reports are not a basis for credit), and (ii) as expressly set forth in an Insertion Order. (c) Taxes. Fees are exclusive of sales, use, VAT, withholding, and similar taxes, which you will pay in addition without reduction of amounts due to IRIS Inc. (d) Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law from the later of the due date and the date the applicable Insertion Order becomes effective (or, for self-serve customers, the due date) until paid; you will reimburse IRIS Inc.'s reasonable costs of collection, including attorneys' fees; and IRIS Inc. may pause delivery on any overdue balance without liability. IRIS Inc.'s acceptance of a partial payment is not an accord and satisfaction and does not waive any balance, regardless of any notation accompanying the payment. (e) Agencies. Where an agency contracts with or acts on behalf of an Advertiser, the agency and the Advertiser are jointly and severally liable for all obligations, including all amounts due.
8.6 Invoiced Billing. Unless an Insertion Order provides otherwise, IRIS Inc. may, in its discretion, continue delivery after an Advertiser's prepaid, committed, or promotional credits are exhausted and bill accrued spend in arrears ("Invoiced Billing"). Under Invoiced Billing, all spend delivered is owed as incurred at the account's then-current pricing, as measured under Section 8.4; budgets set in the self-serve dashboard or an Insertion Order constitute authorization of that spend; and IRIS Inc. will invoice accrued spend monthly, with each invoice due within thirty (30) days of its date. IRIS Inc. may at any time set a credit limit, pause delivery, require prepayment, or end Invoiced Billing, and may then invoice all accrued, unbilled spend on the same terms. Sections 8.4 and 8.5(c) through (e) apply to all amounts under this Section 8.6.
9. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential, and includes the terms of any Engagement Letter or Insertion Order and any non-public pricing, reporting, or reconciliation data. The receiving party will protect the disclosing party's Confidential Information with at least the same degree of care it uses for its own, but no less than reasonable care, and will use it only for purposes consistent with these Terms.
10. Privacy; Data Protection
Your use of the Services is subject to our Privacy Policy. As described in our Privacy Policy, IRIS Inc. acts as an independent controller and, for purposes of the CCPA/CPRA, a business and third party with respect to data collected through the Services, and does not act as your service provider or processor except where a data processing addendum signed by IRIS Inc. expressly provides otherwise. Where required by law (e.g., GDPR/UK GDPR, CCPA/CPRA), we will make available a data processing addendum (DPA) on our standard terms. You are responsible for implementing appropriate user notices, consent mechanisms, preference signals, and opt-out processes. You will maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the End User data you process in connection with the Services, will not disclose data received from IRIS Inc. to third parties except as permitted by these Terms or an applicable Engagement Letter or Insertion Order or as required by law, and will notify IRIS Inc. without undue delay after confirming a security incident involving End User data processed in connection with the Services.
11. Third-Party Services
The Services may interoperate with or link to third-party exchanges, demand sources, analytics, anti-fraud tools, and cloud providers. We are not responsible for third-party services, and your use of such services may be subject to their terms and policies.
12. Security; Acceptable Testing
We maintain administrative, technical, and organizational measures designed to protect the Services. You will not perform penetration testing or security scanning without our prior written consent and coordination through our vulnerability disclosure process.
13. Warranties; Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, IRIS INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT MEASUREMENT OR ATTRIBUTION RESULTS WILL BE ACCURATE OR COMPLETE. IRIS INC. IS NOT RESPONSIBLE FOR THE CONTENT OF ADVERTISEMENTS SUPPLIED BY ADVERTISERS OR DEMAND PARTNERS, FOR ANY WEBSITE OR SERVICE TO WHICH AN ADVERTISEMENT LINKS, OR FOR THE CONTENT OF ANY PUBLISHER PROPERTY. THE DESCRIPTION OF THE SERVICES IN THESE TERMS, OUR DOCUMENTATION, OR ANY ENGAGEMENT LETTER OR INSERTION ORDER IS NOT A PERFORMANCE COMMITMENT, AND IRIS INC. MAY MODIFY, SUSPEND, OR DISCONTINUE ANY FEATURE OF THE SERVICES AT ANY TIME. IRIS INC.'S SOLE OBLIGATION TO A PUBLISHER IS PAYMENT OF AMOUNTS DUE UNDER SECTION 8.1.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IRIS INC. WILL NOT BE LIABLE TO ANY ADVERTISER, DEMAND PARTNER, PUBLISHER, OR OTHER USER OF THE SERVICES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, AND IRIS INC.'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER THESE TERMS AND ANY APPLICABLE ENGAGEMENT LETTER OR INSERTION ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE AN ENGAGEMENT LETTER OR INSERTION ORDER IN EFFECT BETWEEN THE PARTIES STATES A DIFFERENT LIMITATION OF IRIS INC.'S LIABILITY, THAT LIMITATION APPLIES BETWEEN THE PARTIES TO IT.
NOTHING IN THIS SECTION 14 LIMITS THE LIABILITY OF ANY ADVERTISER, DEMAND PARTNER, PUBLISHER, OR OTHER USER TO IRIS INC., INCLUDING ITS PAYMENT, REPAYMENT, AND INDEMNIFICATION OBLIGATIONS.
15. Indemnification
15.1 Advertiser Indemnification. Advertisers and Demand Partners will defend, indemnify, and hold harmless IRIS Inc. and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) their content, creatives (including variants generated or adapted under Section 5.1(e)), or applications; (b) their use of the Services; (c) their breach of these Terms; or (d) their violation of applicable laws or third-party rights.
15.2 Publisher Indemnification.
(a) General. Publisher will defend, indemnify, and hold harmless IRIS Inc. and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) to the extent arising from Publisher's breach of these Terms, the Brand Safety Guidelines, or an applicable Engagement Letter, violation of applicable law, or gross negligence, willful misconduct, or fraud.
(b) AI-Generated Content (Publisher). Publisher will additionally indemnify IRIS Inc. for any third-party claim arising from AI-generated content displayed, surfaced, or made available on Publisher's platform, including inaccurate, hallucinated, infringing, illegal, obscene, or defamatory output, regardless of whether such content was generated by Publisher's own systems, a third-party model integrated into Publisher's platform, or an End User's or agent's interaction therewith. This obligation applies regardless of Publisher's knowledge of the content.
(c) Traffic, Placement, and Data (Publisher). Publisher will additionally indemnify IRIS Inc. for any third-party claim arising from Publisher's Invalid Traffic, Publisher's placement or modification of advertisements, Publisher's properties, content, or technology, or Publisher's collection, use, disclosure, or transmission of user data, or any failure to provide required notices or obtain required consents.
15.3 IRIS Inc. Indemnities. Any indemnification obligation of IRIS Inc. to a Publisher, including for infringement claims relating to the Services, exists only if and to the extent expressly set forth in an Engagement Letter in effect between the parties. IRIS Inc. provides no indemnity under these Terms.
15.4 Procedure. The indemnified party must promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defense and settlement, and reasonably cooperate at the indemnifying party's expense; provided that IRIS Inc. may, at its election, control the defense and settlement of any claim indemnified under Section 15.1 or 15.2 with counsel of its choice at the indemnifying party's expense. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without its prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
16. Suspension; Termination
We may suspend or terminate your access to the Services immediately if we believe you have breached these Terms or the Brand Safety Guidelines, present a security risk, pose a risk of harm or legal exposure to IRIS Inc. or others, or have made a material misrepresentation to IRIS Inc. regarding your properties, traffic, user base, ownership, or capabilities, or if you become insolvent, make a general assignment for the benefit of creditors, cease to do business in the ordinary course, or become the subject of a bankruptcy, receivership, or similar proceeding. Upon termination, your license to use the Services will cease (subject to any removal period stated in an applicable Engagement Letter), but the provisions identified in Section 23 will survive. This Section is in addition to, and does not limit, any termination rights set forth in an applicable Engagement Letter or Insertion Order, and applies notwithstanding any notice or cure period in that agreement.
17. Export; Sanctions; Anti-Corruption
You represent and warrant that neither you nor any of your owners or affiliates is subject to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or any comparable authority, and that you will comply with all applicable export control, sanctions, and anti-corruption laws, including the U.S. Export Administration Regulations and the Foreign Corrupt Practices Act.
18. Government End Users
The Services are "commercial items" as defined in 48 C.F.R. §2.101 and are provided to U.S. Government end users only as commercial items with the same rights and restrictions applicable to other users.
19. Publicity; Marks
We may identify you as a customer or partner in accordance with your reasonable brand guidelines unless you notify us in writing to the contrary. You may not use our names or marks without our prior written consent.
20. Force Majeure
Neither party will be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, or Internet failures.
21. Governing Law; Dispute Resolution
This Section 21 governs all disputes arising out of or relating to these Terms, including disputes between IRIS Inc. and Advertisers, Demand Partners, or Publishers under an applicable Engagement Letter or Insertion Order, unless the applicable Engagement Letter or Insertion Order expressly provides otherwise. These Terms are governed by the laws of the State of California, without regard to conflicts of law. Any dispute between IRIS Inc. and an Advertiser, Demand Partner, or Publisher that has entered into an Insertion Order or Engagement Letter with IRIS Inc., whether arising under that Insertion Order or Engagement Letter, these Terms, the Privacy Policy, or the Brand Safety Guidelines, and including any claim for amounts due or repayable, will be resolved exclusively in the state and federal courts located in San Francisco County, California, to whose jurisdiction the parties consent, and is not subject to the arbitration provisions of this Section 21. Except as set forth below, any other dispute arising out of or relating to these Terms or the Services will be resolved through binding arbitration on an individual basis administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration will be San Francisco, California, and the arbitration will be conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. To the extent permitted by law, you and IRIS Inc. each waive any right to a jury trial and any right to participate in a class, collective, or representative action.
Exceptions. For disputes otherwise subject to arbitration under this Section 21, either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, in each case without first engaging in arbitration.
Opt-Out. If your dispute is subject to arbitration under this Section 21, you may opt out of this arbitration agreement by emailing support@trygravity.ai with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms (updates to these Terms do not reopen this period), stating your name and the account or entity to which the opt-out applies. Opting out of arbitration does not affect any other provision of these Terms.
Mass Arbitration. If twenty-five (25) or more similar demands for arbitration are filed against IRIS Inc. by the same or coordinated counsel or parties, the parties agree that the demands will be resolved in staged proceedings: the AAA will administer an initial set of up to ten (10) bellwether arbitrations, and all other demands will be held in abeyance (with applicable statutes of limitations tolled) pending their resolution and a subsequent good-faith global mediation. Any disagreement over the application of this provision will be resolved by a process arbitrator appointed by the AAA.
22. Changes to the Services or Terms
We may modify the Services, these Terms, the Privacy Policy, and the Brand Safety Guidelines from time to time. If we make material changes, we will provide notice as appropriate under the circumstances, which may include posting an updated version with a new effective date, or direct notice via email or the Services. Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms, Privacy Policy, or Brand Safety Guidelines.
An Engagement Letter or Insertion Order in effect on the date of a change to these Terms, the Privacy Policy, or the Brand Safety Guidelines continues to be governed by its own terms, on the matters described in clause (b) of Section 23, for its then-current term (or, if it has no fixed term, until it is terminated or amended). Changes to these Terms, the Privacy Policy, or the Brand Safety Guidelines do not modify the terms of that agreement on the matters described in clause (b) of Section 23; they otherwise apply to it as provided in Section 23.
23. General
These Terms, together with the Privacy Policy, the Brand Safety Guidelines, and any Engagement Letter or Insertion Order entered into between the parties, constitute the entire agreement between you and IRIS Inc. regarding the Services and supersede any prior or contemporaneous agreements on the same subject, except to the extent an Engagement Letter or Insertion Order expressly preserves a master agreement between the parties.
In the event of a conflict between these Terms (including the Privacy Policy and the Brand Safety Guidelines) and an Engagement Letter or Insertion Order in effect between the parties (and any data processing addendum signed by IRIS Inc., which controls solely with respect to the parties' roles and obligations under data protection laws and does not otherwise limit IRIS Inc.'s rights in data under these Terms or any Engagement Letter or Insertion Order, except as that addendum expressly provides for the activities it covers): (a) these Terms, the Privacy Policy, and the Brand Safety Guidelines control with respect to content, brand-safety, and traffic-quality standards (including the definition and treatment of Invalid Traffic), prohibited practices, privacy and consent practices, the data Publisher must provide under Section 6, technical and integration requirements, and IRIS Inc.'s suspension and termination rights under Section 16; and (b) the Engagement Letter or Insertion Order controls with respect to all other matters, including compensation and payment, term and termination (subject to Section 16), additional data use rights, intellectual property, confidentiality, representations and warranties, indemnification, limitation of liability, and governing law and venue. A master agreement that an Engagement Letter or Insertion Order expressly preserves is treated as part of that Engagement Letter or Insertion Order for purposes of these Terms, but does not reduce IRIS Inc.'s rights under Sections 6 through 8. An Engagement Letter or Insertion Order does not reduce any obligation of an Advertiser or Publisher under clause (a), and no update to these Terms, the Privacy Policy, or the Brand Safety Guidelines will increase IRIS Inc.'s payment obligations or liability under, or reduce a party's obligations under, an Engagement Letter or Insertion Order.
If any provision is held unenforceable, the remaining provisions will remain in full force. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, fiduciary, or employment relationship. Any terms in an Advertiser's, agency's, or Publisher's purchase order, vendor form, or procurement portal are rejected and do not modify these Terms or any Engagement Letter or Insertion Order. Accrued payment, refund, and repayment obligations and Sections 6 through 21 and 23 survive termination of these Terms and of any Engagement Letter or Insertion Order, except that Publisher's obligation under Section 6 to provide ongoing data access ends on termination. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices may be provided via the Services, email, or our website; legal notices to IRIS Inc. must be sent to legal@trygravity.ai, and, except for communications that these Terms or the Privacy Policy direct to another address, day-to-day communications by chat, messaging platforms, or email to any other address do not constitute notice. No waiver is effective unless in writing.
Contact
If you have any questions about these Terms, please contact us at support@trygravity.ai.