Terms of Services

These Terms of Services ("ToS") govern the website located at www.skybeam.io ("Site") wherein Simulmedia, Inc. ("Simulmedia", "Company", "us", "our", and "we") makes its Skybeam Platform ( "Skybeam" or the “Platform”) available to you, the individual as identified during the registration process and the entity that you represent (“you”). The Company and you are collectively referred to as the Parties (or each individually a “Party”).

Certain features of the Site or Skybeam may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features or in additional written contracts and unless specifically stated herein the Terms of Services apply to both Site listed above. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

Skybeam permits you to manage and purchase digital ad campaigns across several channels (e.g. websites, apps, smart TVs) and helps ensure ads are relevant to your customers while measuring and optimizing the ad campaign’s performance (“Services”).

THESE TERMS OF SERVICES ("TERMS") SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND OUR SERVICES. BY ACCESSING THE SITE, SKYBEAM OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS THE SITE, SKYBEAM OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS THE SITE, SKYBEAM AND/OR USE THE SERVICES.

Agreement

By registering and using Skybeam, you agree to these ToS. You also warrant that you are authorized to buy ads for the business(es) or advertiser(s) you represent, as specified during registration. If you are using the Platform on behalf of a third party or business, including as an employee of such a third party of business, or as an ad agency representing a third-party business, you confirm that you are authorized to do so and to bind that third party or business to these terms. In this event, Simulmedia may hold you responsible for violations of this ToS by that business or third party, or hold the third party responsible for violations of this ToS by you, and "you," "your" and "party" will also refer and apply to that business or third party.

Services Overview

Skybeam provides you tools for planning, buying, measuring, and analyzing video ad inventory. The Platform offers options for automated campaign optimization to improve performance. You are solely responsible for the content, accuracy, and compliance of all ads and any associated links or used in your campaigns. All ads, links, and services or products advertised must comply with all Applicable Laws, as defined herein.

License

Access to the Site, Skybeam and use of the Services:

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use the Services and access the Site or Sybeam solely as described herein. You agree to access the Site or Skybeam solely to use the Services. We reserve the right to monitor your access and use of the Site, Skbeam and/or Services.

Certain Restrictions:

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, Skybeam or Services, whether in whole or in part, or any content displayed on the Site, Skybeam or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, Skybeam or Services; (c) you shall not access the Site, Skybeam or use the Services in order to build a similar or competitive website, product, or Services; and (d) except as expressly stated herein, no part of the Site, Skybeam or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Skybeam shall be subject to these Terms. All copyright and other proprietary notices on the Site or Skybeam (or on any content displayed on the Site, Skybeam or Services) must be retained on all copies thereof. Company has not agreed to and does not agree to treat as confidential any suggestion or idea provided by you (any "Feedback"), and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Company’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you.

Modification or termination of account:

Company reserves the right, at any time, to modify, suspend, or discontinue the Site, Skybeam and/or Services or your access (in whole or in part) with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, Skybeam or Services or any part thereof. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SITE, SKYBEAM OR SERVICES FOLLOWING A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

Account Responsibility

When creating an account, you represent that you are authorized to work on behalf of the company that you have identified. You also represent that you are able and authorized to work on behalf of the companies/services/products related to the creatives that you wish to display.

You are responsible for all actions and transactions that occur through your account, including all ad purchases, charges, and compliance with these ToS. Simulmedia reserves the right to share account-related information with any third party or business you identify as responsible for managing the account. If that business indicates that you are no longer authorized to act on its behalf, Simulmedia may revoke your access to the account.

Ad Review and Rejection

Ad Review Process:

Simulmedia and its publishers who use Simulmedia to monetize their advertising inventory reserve the right to review, approve, or reject any ad at their discretion and for any reason. Ads will undergo an internal review process to ensure they meet Simulmedia's policies and applicable legal and industry standards. Ads may be rejected for non-compliance with these standards or for any reason deemed appropriate by Simulmedia or its publishers.

Ad Rejection and Resubmission:

If your ad is rejected, Simulmedia will provide a reason for rejection, and you will have the option to revise and resubmit the ad for further review. However, Simulmedia retains the right to reject any ad at any time without the obligation to provide a detailed explanation.

Support or Maintenance

You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Site, Skybeam or Services. The Company may, upon request, provide technical support in its sole discretion to enable operation of the Services.

Ownership

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets and other proprietary rights, in the Site, Skybeam or Services and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site, Skybeam or Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Company and its affiliates, and suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

Prohibited Content

Illegal Products or Services:

Ads that promote illegal products, services, or activities are strictly prohibited. Ads must comply with all applicable local, state, federal, and international laws.

Discrimination:

Ads must not promote or enable discrimination based on race, color, religion, gender, age, disability, sexual orientation, or national origin. Discriminatory content in ad messaging or targeting parameters is not permitted.

Offensive or Inappropriate Content:

Ads that contain offensive, vulgar, or violent content will be rejected. This includes content that is hateful, sexually suggestive, or otherwise harmful.

Fees, Payments, and Cancellation

Fees and Charges:

All your purchases are final, unless media is unavailable or your campaign is rejected. You agree to pay all fees as outlined during the campaign creation process. Fees may be charged on a per-impression, per-click, or other performance-based pricing models. Payments will be processed periodically against your account balance, and all unpaid amounts will accrue finance charges at 1.5% per month or the highest rate allowed by law.

Direct Payment by Advertisers:

If you are an ad agency acting on behalf of an advertiser, and Simulmedia does not receive payment from you for services rendered, Simulmedia reserves the right to collect payment directly from the advertiser. In such cases, you agree to cooperate fully with Simulmedia in facilitating these payments from the advertiser.

Credits:

If any unspent balance remains at the conclusion of a campaign, the account will be issued a credit equal to the unspent amount. This credit may be applied toward future campaigns on Skybeam within 12 months from issuance of the credit. Credits are non-refundable, non-transferrable and may not be redeemed for cash. Credits are non-transferable

Dispute Resolution:

Any disputes regarding billing must be submitted in writing within 10 days of the billing cycle in question. Simulmedia will review such claims and, if validated, issue appropriate credits or adjustments.

Data Use and Privacy

By using the Platform, you grant Simulmedia and its affiliates a worldwide, royalty-free license to use, modify, and distribute your ads for the purposes of your campaign’s ad performance, fraud detection, testing, and optimization. Additionally, you also grant Simulmedia and its affiliates a worldwide, royalty-free license to use any data or information generated from your advertising campaign, including but not limited to performance metrics, site pixel data, audience insights, and engagement data, for the purpose of improving and enhancing the Site , Skybeam or Services.

Simulmedia will use industry-standard security measures to protect data processed through its Platform. You are responsible for ensuring your own compliance with privacy laws, including obtaining necessary consent for any data collection activities related to your ads. Our Privacy Policy is listed here Skybeam Privacy Policy.

Prohibited Use of Sensitive Data for Targeting:

As a Customer, you agree not to use or target ads based on any "Sensitive Data," which includes information related to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data used for identification, health data, data concerning a person’s sex life or sexual orientation, or any other data classified as sensitive under applicable privacy regulations (including GDPR and CCPA). The use of Sensitive Data for targeting purposes is strictly prohibited on the Platform.

Disclaimer of Warranties

Simulmedia provides the Platform "as is" without warranties of any kind. Simulmedia does not guarantee the availability of inventory, the accuracy of targeting information, or the performance of campaigns. You assume all risks associated with using the Platform.

Limitation of Liability

Neither Party shall be liable for any indirect, incidental, or consequential damages. Simulmedia's liability for any claim arising from your use of the Platform is limited to the greater of USD $100 or five times the total fees paid in the month preceding the event giving rise to the claim.

Miscellaneous

Waiver of Jury Trial.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A JURY TRIAL.

Waiver of Class or Consolidated Actions.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality.

The parties agree to maintain confidentiality unless otherwise required by law. Further, you agree that all non-public information that we provide regarding the Site, Skybeam and/or Services, including without limitation, our pricing, marketing methodology, and business processes, is our proprietary confidential information. You agree to use this confidential information only for purposes of exercising your rights under these Terms. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability.

If any part or parts of these Terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Terms shall continue in full force and effect.

Assignment.

You shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without prior written consent of Simulmedia. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.

Emergency Equitable Relief.

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court.

Courts.

The parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.

Export.

The Site, Skybeam or Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures.

Company is located at the address in Section 16. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Electronic Communications.

The communications between you and Company use electronic means, whether you use the Site, Skybeam or Services or send us emails, or whether Company posts notices on the Site, Skybeam or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it be in a hard copy writing. The foregoing does not affect your non-waivable rights.

Force Majeure.

As a supplementary part to Services disclaimer stated above, the Company gives no operational guarantees in case of delay or losses caused by force-majeure.

We will not be liable for delays, failure in performance or interruption of the Site,Skybeam or Services which result directly or indirectly from any cause or condition beyond our reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet Services or network provider Services, failure of equipment and / or software, pandemic or national or worldwide health emergency, other catastrophes or any other occurrence which is beyond our reasonable control and will not affect the validity and enforceability of any remaining provisions.

We will not be liable for delays, failure in performance or interruption of the Websites which result directly or indirectly from any cause or condition beyond our reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet Services or network provider Services, failure of equipment and / or software, pandemic or national or worldwide health emergency, other catastrophes or any other occurrence which is beyond our reasonable control and will not affect the validity and enforceability of any remaining provisions.

These ToS constitute the entire agreement between the Parties with respect to the use of Simulmedia’s Platform. Simulmedia reserves the right to modify these terms at any time, with notice provided through the Platform or email. Continued use of the Platform following any modifications indicates acceptance of the updated terms.

Copyright/Trademark Information

All trademarks, logos and Services marks (Marks) displayed on the Site and Skybeam are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent of such third-party which may own the Marks.

Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to these Terms will be effective immediately upon notice. Continued use of our Site, Skybeam or Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

Contact Information

Address: 401 Park Avenue South,

11th Floor

New York, New York 10016

Email:

By registering for and using the Platform or Skybeam or Site, you agree to these ToS