Terms of Service
Version 1.0 · Effective September 24, 2026
Draft for preview only. This text is a placeholder written for the Semicola build, is not legally binding and will be replaced by reviewed terms before general availability.
Quick Start Guide
How this document is organized. Sections 1–3 cover what you agree to and how it binds. Sections 4–5 cover what you pay and how money that moves through the platform is handled. Sections 6–7 cover data and confidentiality. Sections 8–10 cover intellectual property, delegated operations and marketing. Sections 11–13 allocate risk. Sections 14–16 cover termination, marketplace operation and general terms. Provisions marked [Sellers] or [Buyers] apply only in that role; provisions marked [If elected] apply only when you choose the feature. Everything else applies to every participant.
1. The Agreement
1.1 Parties
These Terms are between Semicola, Inc. ("Semicola", "we") and the organization that accepts them ("you"). Individuals accept on behalf of their organization and confirm they have authority to do so.
1.2 Acceptance
You accept these Terms by creating an account, by clicking to accept, or by using the platform through any interface, including through an agent acting for you.
1.3 What These Terms Include
These Terms include the Rate Card, any order form you sign, and the schedules referenced here. If they conflict, a signed order form prevails, then these Terms, then the schedules.
1.4 Agents and Entrusted Access
You are responsible for actions taken by agents and credentials you authorize, as if you had taken them yourself. Keep API keys and OAuth grants secure and revoke them when no longer needed.
1.5 Updates and Version Persistence
We may update these Terms with notice. Each transaction is governed by the version in force when it was accepted; that version stays available at its permanent link.
2. The Platform and Ways to Transact
2.1 What the Platform Does
Semicola lets buyers and sellers of advertising, and the agents acting for them, discover opportunities, exchange briefs and proposals, and complete transactions over AdCP and related interfaces.
2.2 Two Ways to Transact
You may transact under your own agreement with a counterparty, with Semicola acting as the technology provider, or under the platform agreement, with Semicola acting as agent of record for the transaction.
2.3 Technical Requirements
Your systems and agents must follow the published protocol, rate limits and security requirements, and must not interfere with the platform or other participants.
2.4 Platform Services
Storefront agents, planning and reporting intelligence are optional services priced on the Rate Card.
3. Transaction Linking
3.1 Records
Each transaction is linked to the brief, proposal, approvals and delivery records that produced it. Those records are the shared source of truth for billing and disputes.
4. Fees
4.1 Fee Categories
Semicola takes 0% of media. Fees are charged in Intelligence Units for completed platform work, and third-party costs you elect are passed through at published rates.
4.2 Late Fees and Taxes
Fees exclude taxes. Overdue amounts may accrue interest at the lower of 1% per month or the maximum lawful rate.
4.3 Metering and Reconciliation
IU usage is metered per completed activity and visible in your account. You may dispute a metered charge within 60 days.
4.4 Collection[Sellers]
Sellers using a storefront agent authorize us to charge IU usage to the payment method on file.
5. Invoicing and Remittance[If elected]
5.1 Our Role
If you elect consolidated invoicing, Semicola invoices buyers and remits collected amounts to sellers, less any elected third-party costs.
5.2 Buyer Obligations[Buyers]
Buyers pay invoices for delivered media within the stated terms.
5.3 Payment Release and Seller Risk[Sellers]
We release payment to sellers after we receive the buyer’s payment, unless an order form says otherwise.
5.4 Currency[Sellers]
Sellers may elect remittance in another currency at a rate we disclose when the amount is first presented. We take no currency position.
6. Data
6.1 Principles
You own your data. We process it to run the platform for you and as described in these Terms and our Privacy Policy.
6.2 Performance Data[Buyers]
Buyers may share performance data with sellers to improve delivery; sellers may use it only for that purpose.
6.3 Aggregate Insights[If elected]
If you opt in, de-identified aggregate data may be used to improve recommendations for all participants.
6.4 Data Privacy
Each party complies with applicable privacy law. A data processing addendum applies where we process personal data for you.
7. Confidentiality
7.1 Obligations
Each party protects the other’s non-public information with reasonable care and uses it only to perform under these Terms.
8. Semicola IP and Restrictions
8.1 License
We grant you a non-exclusive, non-transferable right to use the platform during your subscription.
8.2 Restrictions
You will not reverse engineer, resell or misuse the platform, or use it to build a competing marketplace from its data.
8.3 Feedback
You may give us feedback; we may use it without obligation.
9. Delegated Operations[If elected]
9.1 Authority
If you ask us to operate campaigns or storefronts for you, you grant the authority recorded in your account and remain responsible for the decisions you approve.
10. Marketing Rights
10.1 Name and Logo
We may list your name and logo as a participant unless you opt out in writing.
11. Warranties and Disclaimers
11.1 Disclaimer
Except as expressly stated, the platform is provided as is. Agent outputs are suggestions until approved under your rules.
12. Indemnification
12.1 Mutual Indemnities
Each party defends the other against third-party claims arising from its breach of these Terms or its own content.
13. Limitation of Liability
13.1 Cap
Neither party is liable for indirect damages. Each party’s total liability is capped at the fees paid to us in the twelve months before the claim.
14. Term and Termination
14.1 Termination
Either party may terminate for convenience on 30 days’ notice. Transactions already accepted run to completion under these Terms.
15. Marketplace Operation
15.1 Listings[Sellers]
Sellers are responsible for the accuracy of their listings, prices and policies.
15.2 Enforcement
We may suspend listings or accounts that breach these Terms or put other participants at risk.
16. General Terms
16.1 Miscellaneous
These Terms are the entire agreement on their subject. Notices go to the addresses in your account and to legal@semicola.com.