Adoohy Platform & Technologies Ltd Terms And Conditions Of Use
Effective Date: 11 November 2025
Jurisdiction: Dubai International Financial Centre (DIFC), United Arab Emirates
PREAMBLE
THIS TERMS AND CONDITIONS OF USE AGREEMENT (the “Agreement” or the “Terms”) is entered into by and between:
Adoohy Platform & Technologies Limited, a company incorporated in the Dubai International Financial Centre or any other equivalent jurisdiction as may be applicable from time to time, together with its affiliates, subsidiaries, successors, assigns, officers, directors, employees, agents, and authorized representatives (collectively, “Adoohy”, “we”, “us” or “our”);
AND
Any corporate entity, advertiser, brand, agency, media owner, authorized representative, or business user accessing or using the Adoohy Platform or any related services (collectively, the “User”, “you” or “your”, and where applicable, the “Advertiser”, “Agency” or “Media Owner”).
RECITALS
WHEREAS, Adoohy operates a digital business-to-business technology platform that facilitates discovery, comparison, reservation, and booking of Out-of-Home (“OOH”) and Digital Out-of-Home (“DOOH”) advertising inventory across various markets (the “Platform”);
WHEREAS, Adoohy is a technology provider and intermediary digital advertising agency only and does not own, manage, operate, install, maintain, inspect, control, or otherwise take responsibility for the physical OOH/DOOH assets listed on the Platform, which remain under the sole responsibility and control of the respective Media Owners;
WHEREAS, Adoohy provides auxiliary tools, including an artificial intelligence advertising creation module known as Adoohy AI Studio, along with data analytic capabilities, campaign management workflows, booking engines, and other digital services designed to enhance the User’s advertising operations;
WHEREAS, the User desires to access and/or use the Platform strictly for legitimate commercial purposes, acknowledging that all transactions conducted via the Platform constitute business-to-business engagements and that consumer protection laws do not apply;
WHEREAS, the User acknowledges that all Campaign execution, installation, operation, uptime, illumination, screen functionality, municipal approvals, and local compliance obligations remain exclusively with the Media Owner and not with Adoohy;
NOW, THEREFORE, in consideration of the mutual promises herein contained, and intending to be legally bound, the parties agree as follows:
SECTION 1 — DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings assigned to them below:
1.1 “Platform”
Means the Adoohy website, dashboard, portal, APIs, mobile application, modules, tools, systems, Adoohy AI Studio, and all other digital services provided by Adoohy.
1.2 “User”
Means any Advertiser, Agency, Media Owner, or authorized representative accessing or using the Platform.
1.3 “Advertiser” / “Brand”
Means a business entity seeking to book or purchase OOH/DOOH advertising inventory.
1.4 “Agency”
Means a business entity acting on behalf of Advertisers in relation to OOH/DOOH bookings or creative services.
1.5 “Media Owner”
Means the entity that owns, operates, controls, or manages OOH/DOOH media assets listed on the Platform.
1.6 “Campaign”
Means any advertising campaign created, booked, scheduled, or executed via the Platform.
1.7 “Booking”
Means a confirmed reservation or purchase of advertising inventory made through the Platform, subject to payment and Media Owner confirmation.
1.8 “Content”
Means any creative materials, images, text, videos, AI-generated assets, designs, instructions, or data uploaded, submitted, or generated through the Platform.
1.9 “AI Studio”
Means Adoohy’s artificial intelligence creative generation tools and related systems.
1.10 “Fees”
Means all applicable service fees, booking fees, commissions, AI Studio usage fees, charges, and taxes payable by the User.
1.11 “Applicable Law”
Means DIFC law, UAE federal law, and all laws, regulations, codes, and guidelines relevant to advertising, data protection, content, and media operations in the applicable jurisdiction.
SECTION 2 — ACCEPTANCE OF TERMS
2.1
By accessing or using the Platform, the User accepts, agrees to, and is legally bound by these Terms.
2.2
These Terms apply to all Platform activities including, without limitation:
creation of Campaigns, AI Studio usage, booking of inventory, management of media listings, submission of Content, analytics usage, and all other interactions with the Platform.
2.3
If the User does not agree to these Terms, the User must not access or use the Platform.
SECTION 3 — BUSINESS USER ELIGIBILITY
3.1
The Platform is strictly for business-to-business use. By using it, the User represents and warrants that it:
- (a) Is a duly organized and lawfully operating business entity;
- (b) Has full corporate power and authority to enter into and perform obligations under this Agreement;
- (c) Is not subject to sanctions or restrictions under DIFC, UAE, OFAC, EU, or other regulations;
- (d) Will use the Platform solely for legitimate commercial purposes.
Consumer protection laws shall not apply.
SECTION 4 — ACCOUNT REGISTRATION AND SECURITY
4.1
The User must register an account to access certain features of the Platform.
4.2
The User is solely responsible for:
- (a) Maintaining confidentiality of credentials;
- (b) Ensuring only authorized personnel have access;
- (c) Ensuring information provided is accurate and updated;
- (d) Notifying Adoohy immediately of any suspected unauthorized access.
4.3
Adoohy may suspend or restrict access where security breaches or misuse are detected.
SECTION 5 — DESCRIPTION OF PLATFORM AND ROLE OF ADOOHY
5.1
Adoohy provides a digital advertising agency for OOH/DOOH advertising inventory and related digital tools but does not own or operate any physical advertising assets.
5.2
Adoohy acts solely as a facilitator and intermediary between Users and Media Owners.
5.3
Adoohy is not responsible for:
- (a) Installation of advertising materials;
- (b) Lighting, electricity, or screen uptime;
- (c) Printing errors;
- (d) Mechanical faults of media units;
- (e) Delays or operational failures by Media Owners;
- (f) Municipal permits, regulatory approvals, or local permissions;
- (g) Accuracy, reliability, or availability of listed inventory.
5.4
All operational responsibility rests exclusively with the Media Owner.
SECTION 6 — MEDIA OWNER RESPONSIBILITIES
6.1
The Media Owner hereby represents and warrants that all listed inventory is accurate, lawful, and available for booking.
6.2
The Media Owner is solely responsible for:
- (a) Installation, display, performance, and operation of the media asset;
- (b) Providing timely proof of posting or proof of play;
- (c) Maintaining asset uptime and operational readiness;
- (d) Ensuring compliance with Applicable Law;
- (e) Fulfilling confirmed Bookings;
- (f) Updating availability status;
- (g) Addressing outages, malfunctions, and physical defects.
6.3
Adoohy bears no liability for Media Owner delays, errors, omissions, or failures.
SECTION 7 — ADVERTISER AND AGENCY RESPONSIBILITIES
7.1
The User shall ensure that all Content submitted is lawful, compliant, and delivered on time.
7.2
Agencies represent that they have full authority to act on behalf of Advertisers.
7.3
The User is solely responsible for:
- (a) Creative accuracy;
- (b) Cultural compliance;
- (c) Regulatory obligations;
- (d) Approving final creative materials;
- (e) Uploading correct formats and specifications.
7.4
Adoohy is not responsible for any defect in the content supplied by the User.
SECTION 8 — AI STUDIO
8.1
The User acknowledges that AI-generated output may contain approximations, distortions, or inaccuracies.
8.2
The User must review AI-generated content prior to approval and publication.
8.3
Adoohy makes no warranties regarding:
- (a) Accuracy of likeness;
- (b) Brand consistency;
- (c) Legal compliance;
- (d) Intellectual property implications.
8.4
The User assumes full responsibility for the usage of AI-generated content.
8.5
Adoohy retains no ownership over campaign assets created by the User through the AI Studio; however, Adoohy may use anonymized outputs to improve its models.
SECTION 9 — INVENTORY LISTINGS AND AVAILABILITY
9.1
All listings are provided solely by Media Owners.
9.2
Adoohy does not control the accuracy of such listings.
9.3
Adoohy may remove any listing that is misleading or non-compliant.
SECTION 10 — BOOKINGS AND CONFIRMATIONS
10.1
A Booking shall be deemed confirmed only upon:
- (a) Payment or approved credit; and
- (b) Written or system-confirmed approval by the Media Owner.
10.2
Adoohy does not guarantee installation dates, display schedules, or operational quality of any booked media.
10.3
Campaign execution, posting, printing, and installation remain the sole responsibility of the Media Owner.
SECTION 11 — FEES, PAYMENTS, TAXES, AND CREDIT TERMS
11.1
The User shall pay all Fees associated with the Booking.
11.2
Fees may include: service fees, listing fees, AI Studio fees, booking fees, transaction fees, and applicable taxes.
11.3
Payments are due as specified in the invoice or booking summary.
11.4
Late payments may result in suspension of access or penalties.
11.5
Fees are non-refundable unless expressly stated otherwise.
SECTION 12 — CANCELLATIONS, MODIFICATIONS, AND REFUNDS
12.1
OOH/DOOH bookings are typically non-cancellable and non-refundable.
12.2
If a Media Owner is unable to fulfill a confirmed Booking:
- (a) Adoohy may issue a credit, refund, or alternative placement;
- (b) Adoohy shall not be liable for any business loss or consequential damages.
12.3
Force Majeure applies to both parties.
SECTION 13 — CONTENT AND ADVERTISING COMPLIANCE
13.1
The User warrants that all Content is lawful, non-political, non-defamatory, and compliant with Applicable Law.
13.2
Adoohy reserves the right to decline or remove Content at its discretion.
13.3
The User shall ensure that it holds all necessary intellectual property rights and permissions.
SECTION 14 — INTELLECTUAL PROPERTY
14.1
Adoohy retains full ownership of the Platform, software, algorithms, AI models, data structures, trademarks, and proprietary technologies.
14.2
Users retain ownership of their own Content.
14.3
Users shall not reverse-engineer, copy, replicate, scrape, extract, or commercially exploit the Platform.
SECTION 15 — DATA PROTECTION
15.1
Adoohy processes personal and corporate data in accordance with:
- (a) DIFC Data Protection Law;
- (b) UAE Digital Authority principles;
- (c) Applicable jurisdictional requirements.
15.2
By using the Platform, the User consents to such processing.
SECTION 16 — PROHIBITED USES
The User shall not use the Platform for unlawful purposes, interfere with its operation, scrape data, upload harmful code, misrepresent campaign details, or misuse AI Studio tools.
SECTION 17 — DISCLAIMERS
17.1
The Platform is provided “as-is” and “as-available”.
17.2
Adoohy disclaims all warranties, express or implied, including but not limited to fitness for purpose, uptime guarantees, content accuracy, and media owner performance.
17.3
Adoohy shall not be liable for:
- (a) outages and malfunctions;
- (b) installation failures;
- (c) printing errors;
- (d) environmental disruptions;
- (e) regulatory approvals;
- (f) inaccuracies in inventory listings.
SECTION 18 — LIMITATION OF LIABILITY
18.1
Adoohy’s total aggregate liability to the User shall not exceed the total Fees paid for the affected Booking OR AED 10,000, whichever is lower.
18.2
Adoohy shall not be liable for loss of profits, loss of business, reputational harm, indirect damages, or consequential damages of any kind.
SECTION 19 — INDEMNIFICATION
The User agrees to indemnify and hold Adoohy harmless from any claims arising out of:
- (a) breach of this Agreement;
- (b) unlawful Content;
- (c) misuse of the Platform or AI Studio;
- (d) infringement of third-party rights;
- (e) regulatory violations by the User.
SECTION 20 — TERMINATION AND SUSPENSION
Adoohy may suspend or terminate access if the User fails to pay Fees, breaches this Agreement, violates Applicable Law, or engages in fraudulent behavior.
Obligations accrued prior to termination survive.
SECTION 21 — GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of the Dubai International Financial Centre or the equivalent jurisdiction of Adoohy’s domicile.
Disputes shall be submitted to the exclusive jurisdiction of the DIFC Courts or competent courts in such equivalent jurisdiction.
SECTION 22 — AMENDMENTS
Adoohy may amend these Terms at any time. Continued use constitutes acceptance.
SECTION 23 — NOTICES
Notices shall be sent to:
legal@adoohy.com
or the registered office of Adoohy.
SECTION 24 — MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties.
No waiver is valid unless in writing.
If any clause is void, the remainder remains enforceable.
No third-party rights are created by this Agreement.
SECTION 25 — CONTACT
For legal inquiries:
Adoohy Platform & Technologies Limited
Dubai International Financial Centre
Email: legal@adoohy.com