Version 1.0. Released: 1 October 2020

1.1. Unless a term is expressly defined in these General Terms and Conditions, the Special Terms and Conditions, the Data Processing Agreement (“DPA”), or the Insertion Order for Adform’s Sell Side Platform (“IO”), any terms used in the Agreement (as defined in the IO) shall have the meaning normally referred to in the digital advertising industry

1.2. Any entity which directly or indirectly controls, is controlled by or is under common control with the Publisher (“Publisher Affiliate”) may (i) be identified in the IO and is bound by the terms of the Agreement, in such case any reference to “the Publisher” in the Agreement will refer to the respective Publisher Affiliate; or (ii) adopt the Agreement by entering into an affiliate adopting agreement with Adform on terms substantially similar to those set forth in the Agreement. In case the Publisher Affiliate is identified in the IO, the Publisher shall be liable for any act or omission by the relevant Publisher Affiliate resulting in breach of the Agreement as if such breach was made by the Publisher.

1.3. For the purposes of the Agreement, capitalized terms shall have the meanings given below:

“Buyer” means an advertiser, agency, network or other party, and which bids, buys or attempts to purchase Publisher’s Inventory through Adform’s Platform.

“Impressions” shall have the same meaning as a concept of the “Tracked Ads” introduced by the Media Rating Council (MRC), Interactive Advertising Bureau (IAB) and the IAB’s Modernizing Measurement Task Force (MMTF). The “Tracked Ads” metric terminology is given to digital ads counted when Adform’s measurement assets downloaded, but prior to ad content loading and rendering.

“Inventory” shall mean any media space made available for the display of advertising at any given time. 

Other capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in these General Terms and Conditions, Special Terms and Conditions, and the IO

2.1. Adform offers a variety of services through Adform’s sell side platform (“Adform Platform”) whereby Publisher can manage, sell and utilize its own Inventory and/or Inventory of third parties which Publisher has the authorization to sell, including but not limited to a self-service Supply-Side Platform (“SSP”) through Real Time Bidding Auctions (“RTB”), Publisher Ad Server and other related services as further described in the Special Terms and Conditions available online at https://site.adform.com/terms-and-conditions/adform-special-terms-and-conditions-sell-side/, and as can be selected though settings in the Adform Platform (collectively and individually, “Services”). By signing the Agreement or using the Adform Platform, Publisher agrees to be bound by the Agreement.

2.2. The scope of Services contracted under the Agreement is indicated in the IO. Services may have technical limitations or otherwise be limited in volume or scope as indicated in the Special Terms and Conditions and IO.

2.3. Subject to Publisher having singed a separate agreement with Adform for Adform’s Demand Side Platform (“DSP”) services, Publisher using Adform DSP may buy its own Inventory made available through Adform Platform as agreed in the terms laid out in the IO.

2.4. The Services are operational at all hours as set forth in the Service Level Agreement (“SLA”), but downtime can occur from time to time as set out in the SLA available online at https://site.adform.com/terms-and-conditions/adform-service-level-agreement.

3.1. Adform may modify the Agreement (including, but not limited, to Adform’s policies and the list of and features of the Services as described the Special Terms and Conditions) from time to time to reflect technical advances and to allow the Services continuing compliance with applicable mandatory laws (“Modifications”). Adform will provide information about such Modifications with a reasonable period of time (in general sixty (60) days before the change is scheduled to take effect). The modified terms will become effective upon posting on Adform’s website and/or in the Adform Platform/UI (as defined below), or by notifying the Publisher by email to the e-mail set forth in the IO. Publisher acknowledges and agrees that its use of any Service after the effective date of such Modification shall constitute Publisher’s acceptance of the Modifications, and such modified terms will supersede and replace all earlier versions. It is Publisher’s responsibility to check Adform’s website, Adform Platform and the UI regularly for any Modifications.

3.2. In the event that a Modification negatively affects the justified interests of the Publisher, whereby the Publisher no longer reasonably can be expected to adhere to the amended Agreement, Publisher may terminate the Agreement in writing with a notice period of thirty (30) days before the announced Modifications are scheduled to take effect.

4.1. Unless otherwise expressly agreed, Adform shall sell Publisher’s Inventory in the form of Impressions (as defined in the Special Terms and Conditions).

4.2. Publisher shall, unless otherwise agreed, decide on the terms for the sale of each Impression.

4.3. Billing of sold Inventory will depend on Publisher’s selling strategies such as Cost Per Thousand (“CPM”) and Cost Per Viewable Impression (“CPMv”).

4.4. Publisher warrants that all Impressions sold on the Inventory are genuine and that Publisher has the title or the authorization to sell an unlimited number of Impressions on the Inventory.

5.1. Publisher hereby is granted the right to put Inventory up for sale using Services provided that Inventory at all times complies with the requirements in “Adform Publisher Policies” available online at https://site.adform.com/uncategorized/adform-publisher-policies/. Adform reserves the right to update these Policies at any time. If an update includes a material change, Adform shall provide a notice of such update to the Publisher. By continuing to use the Services subsequent to such notice, Publisher agrees to abide by the updated version of these Policies. Exceptions to these Policies are permitted only with authorization from Adform.

5.2. If Adform has a reasonable suspicion that Publisher has violated Adform Publisher Policies then Publisher’s campaigns may be immediately suspended without additional notice for further investigation by Adform. Publisher is required to actively cooperate in the conduction of such investigation by Adform.

5.3. Adform shall deliver all the online and offline Services selected by Publisher, as indicated in the IO as well as selected through settings in Adform Platform. Adform delivers Services without any kind of warranty for a specific revenue or a particular number of Impressions sold in any given period.

5.4. Publisher is responsible for any use of the login information to the Adform Platform provided to the Publisher or created by the Publisher, including but not limited to any new services and campaigns ordered or set up by a user using a login belonging to the Publisher. Publisher is obliged to provide true, precise, up-to-date and complete data in the Publisher’s account on the Adform Platform (“Access Data“). Save as otherwise provided in Section 13 (Assignment), Publisher’s account is not assignable, inheritable or transferable by operation of law or otherwise unless agreed by Adform in writing. Publisher will inform Adform without delay of any abusive or unauthorized use of its Access Data or of the Publisher account and is liable to Adform for abuse of Publisher’s access and orders placed within the Adform Platform. Adform is entitled to temporarily block Publisher’s access to Adform Platform, exclude the Publisher from using the Services and to remove offers of inventory from Adform Platform, if Adform acting reasonably deems that there are indications of abuse of the Access Data. Access will be restored to the Publisher as soon as such suspicion has been removed and/or additional security measures respectively (e.g. change of the Access Data) have been taken.

5.5. Publisher is at all times solely responsible for the correctness and accuracy of the settings concerning the type of the Services it uses within the Adform Platform, including, but not limited to being responsible for paying for any Services.

5.6. Publisher acknowledges and agrees that it may be required to comply with certain third-party service provider policies which may be made available in the Adform Platform’s user interface (“UI”) and/or presented to Publisher at the moment such third-party services are ordered through the Adform Platform. If Publisher does not agree to such policies, it shall not use such third-party services.

5.7. When using the Services, Publisher shall not (i) copy, disassemble, decompile, reverse engineer, or otherwise modify, in full or in part, or make any derivative works of the Adform Platform, Services, the available technical specifications and documentation (“Adform Materials“) (except to the extent permitted by laws); (ii) use the Services in breach of applicable law, in particular Publisher shall not transmit any content or data that is unlawful or infringes any intellectual property rights or other rights of third parties; and (iii) interfere or endanger the operation or security of Services and Adform Platform. Notwithstanding the above, Adform Materials may be copied to the extent necessary for the use of Services and related to Publisher’s internal purposes.

5.8. Either Party represents and warrants that (i) it is duly authorized to enter into the Agreement; (ii) it can legally receive and/or provide the Services hereunder; (ii) it will receive and/or perform the Services in a diligent manner consistent with applicable industry standards; (iii) its provision and operation of the Services is in compliance with applicable laws; and (iv) there are no actions, suits or proceedings, pending or threatened, that could reasonably be expected to have a material adverse effect on each Party’s ability to fulfill its obligations under the Agreement.

6.1. For the purpose of the delivery of the Services to the Publisher, the parties agree that Publisher will share certain Personal Data and Non Personal Data (as defined below) with Adform, its affiliates and third-party contractors (as listed at https://site.adform.com/terms-and-conditions/adform-affiliates-and-third-party-subprocessors/) (collectively, “Subprocessors”). Adform is committed to comply with applicable data protection laws and to act only as authorized and agreed upon by the Publisher in the Agreement or in the DPA governing such data processing activities.

6.2. For the purpose of the Agreement and the DPA, “Personal Data” means any information relating to a data subject that is protected under applicable data protection law. It includes only personal data that is provided to, accessed and/or collected by Adform or its Subprocessors in order to provide Services under the Agreement. “Non-Personal Data” means any content, materials, data and information that are shared with Adform in the course of the provision of Services, ad serving data or that derive from its use of and stored in Adform Platform (e.g. Publisher’s specific reports). Personal Data and Non-Personal Data shall collectively be referred to as “Client Data” as further specified in the DPA.

6.3. In order for Adform to perform its Services, tracking and tagging technology may be used on the inventory, creative and other properties. Data collected using Adform’s tracking and tagging technology must be collected in accordance with the cookie and data policies of the individual web pages, mobile pages and other properties where the data is collected and, as such, in compliance with applicable data protection laws. Publisher is required to obtain all legally required consents or permissions, including applicable opt-ins and opt-outs from users for data collection, usage, disclosure or transfer resulting from the placement of the advertisements on the inventory when using the Adform Platform.

6.4. Save as otherwise provided in the DPA, Publisher grants to Adform and its affiliates a non-exclusive right to process Client Data for the sole purpose of and only to the extent necessary for Adform to provide its Services. Adform may use certain Client Data and information derived from Publisher’s use of Services (“Aggregated Data”) for certain processing purposes such as (i) improving product features, functionalities and services and/or development of new Adform products and services; (ii) modeling machine learning algorithms; (iii) verification of security and data integrity; (iv) identification of industry trends and developments; and (v) detecting fraud, forecasting and reporting in aggregate form.

6.5. Adform uses industry standard technical IT security technologies when providing its Services. This includes both security measures at a “hardware level”, such as firewalls, network and routers, as well as at a “software level”, in terms of security software and the use of dual layer authentication. As a data processor, Adform will implement and maintain technical and organizational measures for processing of Personal Data when providing Services in accordance with applicable data protection law, as agreed and described in more detail in the DPA.

7.1 Publisher shall pay the agreed fees to Adform for the delivered Services. The agreed fees and the way they are charged and calculated are described in the IO and the Special Terms and Conditions.

7.2. Adform shall provide Publisher access to or provide Publisher with information regarding the Impression counts, record of the price per Impression, Gross Revenue, Adform Fee and Revenue Share (as defined below) within ten (10) days after the end of the calendar month in which Services were utilized. If Adform uses third party RTB Platform or similar technology to provide Services, notice with the above information shall be provided within twenty-five (25) days after the end of the calendar month in which Services were utilized.

7.3. Publisher undertakes to issue invoices to Adform for the amount of the revenue share actually received, which is comprised of Gross Revenue actually received by Adform from Buyers for Publisher’s Inventory sold and data used minus (i) Adform Fee; (ii) any fees for using third party RTB Platforms, if applicable, and (iii) any applicable taxes (’’Revenue Share’’). All Adform’s Fees shall be indicated in a separate line items on an invoice. Invoices shall be issued in the agreed currency. Publisher’s failure to issue an invoice in the amount of the Revenue Share provided by Adform or issue otherwise a correct and valid invoice shall result in an invalid invoice and no obligation to pay shall arise to Adform.

7.4. Publisher shall provide Adform with a properly prepared invoice according to the requirements set out in section 7 no later than within 3 (three) months after the calendar month in which the relevant Services were utilized. Adform is under no obligation to pay invoices issued later than within 6 (six) months after the relevant Services were utilized. This provision will not be applicable in cases when Publisher initiates invoice issuing within mentioned 3 (three) months term, but is not able to issue a proper invoice in a timely manner because of the necessary invoice details adjustments being held between the Parties.

7.5. Pay out to the Publisher shall take place no later than within 60 days from the issuance of the invoice by the Publisher, provided sold Impressions have been paid for by Buyers

7.6. Publisher expressly consents that Adform’s Impression counts, record of the price per Impression and the actual received Revenue will be decisive in determining the total sum of the Revenue Share. Publisher irrevocably waives any right to require recalculation of Impression counts and record of the price by third parties.

7.7. Cash and other consideration generated from the sale of Inventory through the Services during the Term of this Agreement shall be paid directly to Adform by the Buyers, unless otherwise indicated in the IO. In the event that any Buyer remits any payment for the sale of Inventory to the Publisher rather than Adform, Publisher agrees to promptly remit full amount to Adform, unless direct payment has been agreed in the IO for the sale in question. Unless Adform already has the necessary information, Publisher shall in a timely manner furnish Adform with information about Inventory sold directly to Buyers through Services. Failure of the Publisher to provide Adform with such information shall entitle Adform to withhold remittance to the Publisher until adequate information has been received.

7.8. Adform will use commercially reasonable efforts to collect all monies due from Buyers arising from the sale of Inventory, unless it has been agreed that a Buyer should pay directly to the Publisher.

7.9. For the avoidance of doubt, Adform will only pay over amounts to Publisher where such amounts have actually been received from Buyers and Adform shall not be responsible for any bad debts. Publisher understands and agrees that Adform has no joint or several liability with Buyers relating to Buyers’ failure to make payments or for the delay of payments thereof.

7.10. Adform shall not be liable for any payment of the Revenue Share based on (i) any Improper Impressions or clicks generated by any person, robot, automated program or similar device, as reasonably determined by Adform; (ii) Impressions or clicks commingled with a significant number of Improper Impressions or clicks; (iii) any Impressions or clicks that arise in whole or in part as a result of any violation or breach of provisions set in Adform Publisher Policies; (iv) any Impressions that are determined by any Media Rating Council (“MRC”) accredited technology to be fraudulent, suspect in quality, or unusable; or (v) any Impressions or clicks that arise as a result of another breach of this Agreement by the Publisher. For the avoidance of doubt, Adform shall not be liable for any payment of the Revenue Share where valid traffic is commingled with invalid traffic as referenced above.

7.11. Publisher shall pay other types of agreed fees including subscription fees once every month within 30 days, unless otherwise stated in the IO.

7.12. Adform shall be entitled to offset all its fees for Services against the revenue obtained by selling Impressions on Publisher’s Inventory. Furthermore, Adform reserves the right to offset any amount owed to Publisher against any amount Publisher owes to Adform without the prior consent of the Publisher in relation to all contracts in place between the parties.

8.1. Adform shall indemnify and keep indemnified the Publisher from and against all costs, claims, demands, liabilities, expenses, damages and losses (including, without limitation, any direct, indirect or consequential losses, loss of profit) and interest, penalties and legal and other professional costs and expenses suffered, incurred or arising out of or in connection with (i) Adform’s infringement of third-party intellectual property rights; and/or (ii) Adform’s material breach of its obligations as a data processor as set out in the Agreement, including in the applicable DPA.

8.2. Publisher shall indemnify and keep indemnified Adform from and against all costs, claims, demands, liabilities, expenses, damages and losses (including, without limitation, any direct, indirect or consequential losses, loss of profit) and interest, penalties and legal and other professional costs and expenses suffered, incurred or arising out of or in connection with (i) any failure by Publisher to observe and perform the provisions set out in the Agreement, including, without limitation, any third party claim brought against Adform, which alleges that Publisher violates Adform Publisher Policies; and/or (ii) Publisher’s breach of its obligations of the applicable DPA and data protection legislation; and/or (iii) Publisher’s non-compliance with applicable Sanctions.

9.1. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED. THE SERVICE IS MADE AVAILABLE “AS IS” AND “AS AVAILABLE”. UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, INTER ALIA, ADFORM DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICE WILL MEET THE PUBLISHER’S REQUIREMENTS OR EXPECTATIONS (UNLESS SET FORTH IN THE AGREEMENT); (III) ANY STORED DATA OR REPORTING WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR (IV) the delivery of a particular ADVERTISING or a particular number of impressions, at a particular time, or over a particular period. EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COURSE OF DEALING OR PERFORMANCE.

10.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, IN NO EVENT WILL EITHER PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES BE LIABLE FOR ANY LOSSES OR DAMAGES THAT MAY BE SUFFERED BY THE OTHER PARTY, WHETHER THE SAME ARE SUFFERED INDIRECTLY OR ARE CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER, THAT FALL WITHIN ANY OF THE FOLLOWING CATEGORIES: (I) SPECIAL DAMAGES EVEN IF THE RELEVANT PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGES COULD ARISE; (II) LOSS OF PROFITS; (III) LOSS OF ANTICIPATED SAVINGS; (IV) LOSS OF BUSINESS OPPORTUNITY; (V) LOSS OF GOODWILL; OR (VI) LOSS OR CORRUPTION OF DATA.

10.2. ADFORM’S TOTAL LIABILITY AND INDEMNIFICATION TOWARDS THE PUBLISHER DURING THE ENTIRE DURATION OF THE AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE HIGHER OF (I) EUR FIFTY THOUSAND (50,000), OR (II) THE FEES PAID BY THE PUBLISHER TO ADFORM FOR THE TWELVE (12) MONTHS PERIOD PRIOR TO THE OCCURRENCE OF THE INCIDENT ON WHICH THE CLAIM FOR DAMAGES/INDEMNIFICATION IS BASED. UNDER NO CIRCUMSTANCES SHALL ADFORM’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT EXCEED (FOR ANY AND ALL CLAIMS) (I) ONE (1) MILLION EUROS OR (II) PUBLISHER’S NET SPEND WITH ADFORM OVER THE LAST TWELVE (12) MONTHS, WHICHEVER IS HIGHEST.

10.3. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT WILL APPLY TO THE FULLEST EXTENT PERMISSABLE BY LAW, BUT NEITHER PARTY WILL EXCLUDE OR LIMIT LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS ACTING IN THE COURSE OF THEIR DUTIES; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) PAYMENTS PURSUANT TO SECTION 7 (PAYMENT); OR (IV) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW.

11.1. Unless terminated earlier pursuant to the Agreement, the term of the Agreement shall be for a period of twelve (12) months (“Initial Term”) from the Effective Date set forth in the IO. After the Initial Term, the Agreement shall automatically renew for additional twelve (12) month periods, unless either party gives the other party a written notice of termination at least sixty (60) days prior to the expiration of the term.

11.2. If a party is (i) in a material breach of the Agreement or (ii) insolvent or has ceased trading, the other party may terminate the Agreement with immediate effect by written notice to the Party.

11.3. Adform may with immediate effect and without any prior notice suspend or terminate the Publisher’s or the Publisher Affiliate’s access to and use of the Adform Platform, if Publisher or Publisher Affiliate (i) in the reasonable opinion of Adform breaches the requirements set out in Adform Publisher Policies; or (ii) in any other way causes a third party to claim that Adform is in material breach of its obligations or has a justifiable reason to impose actions upon Adform that will have an adverse effect on Adform’s operations; or (iii) fails to pay Adform’s or third party fees on due date where applicable, or is behind with other agreed upon payments; or (iv) in the reasonable opinion of Adform is in material breach of the Agreement.

12.1. During the course of performing and receiving the Services under the Agreement, each party may have access to information of the other that is confidential (“Confidential Information”), including, without limitation, specifications, business methods, marketing strategies, pricing and the terms of the Agreement. Confidential Information shall also mean Adform Material and technical documentation which Adform may make available and share with Publisher or Publisher Affiliates throughout the term of the Agreement.

12.2. Confidential Information will not include any information that (i) is already known by the recipient or its affiliates free of any obligation to keep it confidential; (ii) is or becomes publicly known through no wrongful act of the recipient or its affiliates; (iii) is received by the recipient from a third party without any restriction on confidentiality; (iv) is independently developed by the recipient or its affiliates; (v) is disclosed to third parties by the disclosing party without any obligation of confidentiality or because of a valid order, rule, regulation or law; or (vi) is approved for release by prior written authorization of the disclosing party.

12.3. Each party shall not, except as expressly permitted in the Agreement, without the prior written consent of the other party (i) communicate, or otherwise make available, the other party’s Confidential Information to any third party, except its affiliates, agents, directors, employees and authorized representatives with a need to know; provided that recipient party binds those affiliates, agents, directors, employees and authorized representatives to confidentiality obligations at least as restrictive as those stated in this section; or (ii) use the other party’s Confidential Information for any commercial, industrial or other purpose whatsoever other than the use or provision of the Services; or (iii) copy, adapt, or otherwise reproduce the other party’s Confidential Information save as strictly necessary for the provision of the Services under the Agreement. All Confidential Information (including all copies or extracts thereof) of the disclosing party shall remain the property of the disclosing party. Upon the request of the disclosing party, recipient party shall either (a) return such materials to disclosing party; or (b) certify in writing as to the destruction thereof.

13.1. Publisher may not assign, sublicense, or transfer the Agreement, Publisher’s account on the Adform Platform or any right or duty under the Agreement, without Adform’s consent. Any assignment, transfer, or attempted assignment or transfer in violation of this section will be void and of no force or effect. Adform and its subsequent assignees may assign, delegate, sublicense, or otherwise transfer the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity.

14.1. Either party undertakes not to disclose or transmit information, sell, or export goods or technology, directly or indirectly, to any destination and/or legal entity or natural person, if such transmission, sale, or export would be prohibited pursuant to applicable Sanctions. “Sanctions" shall mean any and all national and/or international (including but not limited to the trade, economic or financial) sanctions laws, regulations, embargoes or restrictive measures, imposed by - including but not limited to - the competent governments, authorities, or bodies of the United Nations, the United States of America, the United Kingdom, Denmark or the European Union.

14.2. Publisher shall upon request by Adform promptly provide Adform with any information pertaining to the Publisher’s business partner(s) or end-user(s), the particular destination, and intended end-use of Adform’s technology. Furthermore, Publisher shall be obliged to provide Adform with written notice immediately in case Publisher, its Board of Directors or Executive Management become listed on any lists of sanctioned entities or natural persons, as adopted by the competent governments, authorities, or bodies of the United Nations, the United States of America, the United Kingdom, or the European Union. Subject to the applicable Sanctions, Adform may be obliged to restrict, temporarily suspend, or terminate Publisher’s access to Services, Adform Platform and terminate the Agreement.

15.1. Publisher grants Adform permission to use its name and logo as part of Adform’s sales and marketing activities and related reference materials, including, but not limited to, com, provided that Adform will always have Publisher’s confirmation thereof in writing before using Publisher’s name and logo.

15.2. Publisher may revoke this permission at any time by sending an email to: [email protected]. Adform will then remove name and logo as soon as possible from such Adform owned reference material. Any questions about how or where the materials might be promoted or deployed, can be sent to: [email protected].

16.1. Neither party will be responsible for delay or failure in performing obligations under the Agreement resulting from the occurrence of an event beyond the control of such party (“Force Majeure”). Such Force Majeure events include but not limited to lightning, flood, hurricane, tornado, fire, war, terrorism, decisions or omissions of authorities and new legislation. Any party that wishes to invoke an event as set forth above will notify the other party of the occurrence of the Force Majeure event. Should the Force Majeure event continue for more than thirty (30) days, the party claiming the Force Majeure event will have the right to terminate the Agreement with immediate effect by giving written notice to the other party. In the event that Publisher exercises its right to terminate the Agreement under this section, it will immediately pay to Adform all applicable fees incurred, due and payable to Adform under the terms of the Agreement up to the Effective Date of such termination.

17.1. Adform may provide notices to the Publisher, at Adform’s option, by email to the email address provided in the IO, by mail to the postal address provided by the Publisher to Adform, or by posting in the UI or any Adform website to which Publisher has access in connection with the Agreement. It is Publisher’s responsibility to ensure that the email address and any other contact information provided to Adform is updated and correct at all times during the term of the Agreement. Changes to the Publisher’s contact information (including the email address for invoices) should be sent to the designated Adform representative.

18.1. No Partnership or Agency. Nothing in the Agreement shall create, or is intended to or shall be deemed to create a partnership or the relationship of principal and agent between the parties or otherwise authorize the parties to make or enter into any commitments for or on behalf of any other party.

18.2. No failure or delay on the part of any party in exercising any right or remedy provided in the Agreement shall operate as a waiver thereof.

18.3. The headings used in the Agreement are for convenience only and will not affect in any way the meaning or interpretation of the Agreement. In the event of any claimed conflict, omission or ambiguity in the Agreement, no presumption or burden of proof or persuasion will be implied by virtue of the fact that the Agreement was prepared by or at the request of a particular party. The Agreement will be interpreted equally as to both parties and not against the party that drafted it. Whenever the context requires, the gender of all words will include the masculine, feminine and neuter, and the number of all words will include the singular and plural.

18.4. In the event that any provision of the Agreement is found to be to be unenforceable and/or contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect.

19.1. The Agreement will be governed by the applicable Governing Laws that correspond with Publisher’s country of incorporation (“Country of Incorporation”) as specified in the table below, without regard to conflict of laws rules or principles. Publisher and Adform consent to jurisdiction and venue in the courts corresponding to the Country of Incorporation as specified in the table below, and the appellate courts (if any) having jurisdiction of appeals in such courts, and each party hereby expressly waives any objection or defense thereto. Any judgment rendered by such courts against either party may be enforced in the Country of Incorporation.