Version 1.0. Released: 1 October 2019

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 Integrated Advertising 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 Client (“Client Affiliate”) may (i) be identified in the IO and is bound by the terms of the Agreement, in such case any reference to “the Client” in the Agreement will refer to the respective Client 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 Client Affiliate is identified in the IO, the Client shall be liable for any act or omission by the relevant Client Affiliate resulting in a breach of the Agreement as if such breach was made by the Client.

2.1. Adform offers a variety of offline and online services through Adform’s integrated advertising platform (“Adform Platform”) whereby the Client can (i) create, target and serve display ads; (ii) collect, buy and activate data; and (iii) buy advertising inventory, as further described in the Special Terms and Conditions and as can be selected through settings in the Adform Platform (collectively and individually, “Services”). By signing the Agreement or using the Adform Platform, the Client agrees to be bound by the Agreement.

2.2. 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/.

2.3. Where the Client chooses to purchase advertising inventory through the Adform Platform, it acknowledges and agrees that Adform uses reasonable commercial efforts to require publishers to ensure that the advertising inventory at all times complies with the requirements set out in Adform Publisher Policies available online at https://site.adform.com/policies/policies-and-guidelines/publisher-policies/.

2.4. Following the acceptance or signing of the Agreement and subject to Section 4 (Representations and Warranties), Adform will provide the Client access to the Adform Platform for the purpose of utilizing and purchasing certain Services on the Adform Platform.

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 Client by email to the e-mail set forth in the IO. The Client acknowledges and agrees that its use of any Service after the effective date of such Modification shall constitute Client’s acceptance of the Modifications, and such modified terms will supersede and replace all earlier versions. It is the Client’s responsibility to check Adform’s website, the Adform Platform and the UI regularly for any Modifications.

3.2. In the event that a Modification negatively affects the justified interests of the Client, whereby the Client no longer reasonably can be expected to adhere to the amended Agreement, the Client 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. 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.

4.2. The Client hereby is granted the right to create, target and serve display ads using the Services. The Client shall be solely responsible for the accuracy, lawfulness and relevance of any advertisements displayed on or in the purchased inventory as set out in the Adform Ad Quality Policies available online at https://site.adform.com/policies/policies-and-guidelines/ad-quality-policies/. Adform reserves the right to update these policies at any time by notifying the Client as set forth in Section 3 (Modifications). Exceptions to Adform Ad Quality Policies are permitted only with the written authorization from Adform.

4.3. The Client is responsible for any use of the login information to the Adform Platform provided to the Client or created by the Client, including but not limited to any new services, campaigns or inventory ordered by a user using a login belonging to the Client. The Client is obliged to provide true, precise, up-to-date and complete data in the Client‘s account on the Adform Platform (“Access Data“). Save as otherwise provided in Section 12 (Assignment), the Client‘s account is not assignable, inheritable or transferable by operation of law or otherwise unless agreed by Adform in writing. The Client will inform Adform without delay of any abusive or unauthorized use of its Access Data or of the Client account and is liable to Adform for abuse of the Client‘s access and orders placed within the Adform Platform. Adform is entitled to temporarily block the Client‘s access to the Adform Platform, exclude the Client from using the Services and to remove offers of advertising campaigns from the Adform Platform, if Adform acting reasonably deems that there are indications of abuse of the Access Data. Access will be restored to the Client as soon as such suspicion has been removed and/or additional security measures respectively (e.g. change of the Access Data) have been taken.

4.4. The Client 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 ordered inventory even if the purchased inventory due to incorrect settings turned out to be incorrect or unintended.

4.5. The Client represents and warrants that it will not (i) conduct any sort of publisher retargeting (which is defined as any form of directly segmenting the visitors of a specific publisher, and subsequently targeting that specific group through other publishers) and/or (ii) capture and reuse data from third-party providers for targeting on other platforms than Adform, or through the Adform Platform, without paying the applicable fees for such usage. This data must also not be collected and re-sold on other platforms, or through the Adform Platform, unless explicitly having written approval for such by the data provider and Adform.

4.6. The Client 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 the Client at the moment such third party services are ordered through the Adform Platform. If the Client does not agree to such policies, it shall not use such third-party services.

4.7. When using the Services, the Client 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 the Client 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 the Services and the Adform Platform. Notwithstanding the above, the Adform Materials may be copied to the extent necessary for the use of the Services and the Client’s internal purposes.

5.1. For the purpose of the delivery of the Services to the Client, the parties agree that the Client 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 Client in the Agreement or in the DPA governing such data processing activities.

5.2. 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 the 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 the Service, ad serving data or that derive from its use of and stored in the Adform Platform (e.g. the Client’s specific reports). Personal Data and Non-Personal Data shall collectively be referred to as “Client Data” as further specified in the DPA.

5.3. In order for Adform to perform its Services, tracking and tagging technology may be used on the inventory and on the Client’s own web pages, creative and other properties. Data collected using the Adform 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 the applicable data protection law. The Client 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 when using the Adform Platform.

5.4. Save as otherwise provided in the DPA, the Client 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 the Services. Adform may use certain Client Data and information derived from the Client’s use of the 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.

5.5. Adform uses industry standard technical IT security technologies in providing the Service. 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 the processing of Personal Data in the Services in accordance with applicable data protection law, as agreed and described in more detail in the DPA.

6.1. The agreed fees and the way they are charged and calculated are described in the IO and the Special Terms and Conditions.

6.2. All agreed fees for the Services do not include (i) value-added tax, goods and Services Tax (GST), excise tax, import duties or similar charges (collectively, “Consumption Tax”) and (ii) withholding, equalization, digital or equivalent tax (collectively, “Withholding Tax”). If according to the Client’s local tax law a Consumption Tax is applicable, Adform will charge the Consumption Tax on top of agreed fees and the Client is required to pay the applicable Consumption Tax. If the Client is required to pay a Withholding Tax or make any other tax deduction on any Adform fee, the Client shall take sole responsibility for payment of any such Withholding Tax from their own funds and Adform shall receive the total amount of its invoices to the Client. If a deduction is made from the agreed fees due to such taxes, this will be considered as a partial non-payment of the Client’s invoice. In the event of a change in the law following the Effective Date, including introduction or change in the Consumption Tax or the Withholding Tax applicable, Adform and the Client reserve the right to renegotiate the agreed fees in the IO in good faith.

6.3. Adform will deliver to the Client an invoice for the amount(s) to be paid by the Client for the Services rendered in each calendar month no later than fifteen (15) business days after the end of that particular calendar month unless agreed otherwise in writing by the parties. The Client shall in a timely manner furnish Adform with all information needed to issue a proper invoice to the Client. Failure to provide Adform with correct information in a timely manner does not relieve the Client from the obligation to pay the invoices.

6.4. The Client shall pay invoices to Adform’s bank account specified in the invoice according to the payment terms set forth the IO. The payment terms are calculated from the invoice date which is the last day of the calendar month in which the relevant Services were utilized. Non-payment of any Adform invoice in accordance with the payment terms is a material breach of the Agreement.

6.5. The Client agrees that all third party services/advertising inventory/data purchased by the Client will be tracked and reported according to Adform‘s technology. In the event the Client alleges that there was fraudulent traffic and invokes a right to withhold payment or receive a credit, the Client must notify Adform immediately, and in no event later than fifteen (15) days after the receipt of the invoice(s). The parties will cooperate and investigate in good faith, acting reasonably, and using commercially reasonable efforts will seek to end the investigation within sixty (60) days of the Client‘s notice. The Client shall not pay for the Services utilized in connection with advertising inventory or traffic which both parties agree to be fraudulent.

6.6. In case a different payment currency than Euro is agreed in the IO, the Parties agree that fees may be changed accordingly if the exchange rate between Euro and the payment currency fluctuates more than 5 (five) percent compared to the exchange rate on the effective service date.

6.7. Adform reserves the right to offset any amount owed to the Client or the Client Affiliate(s) against any amount the Client or the Client Affiliate(s) owes to Adform, without the prior consent of the Client, in relation to all contracts in place between the parties.

6.8. In case an invoice or the part of an invoice is canceled (either by the request of Adform or the Client) by issuing a credit note, Adform offsets the credit notes with the existing and still open invoices or the invoices which will be issued to the Client for future services. Adform does not pay back the issued credit note unless the Agreement is terminated pursuant to the terms and conditions thereof. Each credit note shall be subject to the terms and conditions of the Agreement.

6.9. In the event of the late payment of undisputed invoices, Adform shall be entitled to suspend its Services until receipt of the payment and charge interest on the overdue amount which will accrue at a rate equal of two (2) percent per month or the highest rate allowed by law, whichever is less. Such interest will accrue on a daily basis. The Client will also be responsible for payment of all reasonable expenses (including reasonable attorneys’ fees and costs) incurred by Adform in collecting any overdue amounts from the Client and/or the Client Affiliate(s).

7.1. Adform shall indemnify and keep indemnified the Client 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.

7.2. The Client 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 the Client to observe and perform the provisions set out in the Agreement, including, without limitation, any third party claim brought against Adform, which alleges that the Client violates Adform Ad Quality Policies; and/or (ii) the Client’s breach of its obligations of the applicable DPA and data protection legislation.

8.1. 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 CLIENTS 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 INVENTORY 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.

9.1. 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.

9.2. ADFORM’S TOTAL LIABILITY AND INDEMNIFICATION TOWARDS THE CLIENT 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 CLIENT 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) THE CLIENT’S NET SPEND WITH ADFORM OVER THE LAST TWELVE (12) MONTHS, WHICHEVER IS HIGHEST.

9.3. 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 6 (PAYMENT); OR (IV) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW.

10.1. 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 written notice of termination at least sixty (60) days prior to the expiration of the term.

10.2. 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.

10.3. Adform may with immediate effect and without any prior notice suspend or terminate the Client’s or the Client Affiliate’s access to and use of the Adform Platform, if the Client or the Client Affiliate (i) in the reasonable opinion of Adform breaches the requirements set out in Adform Ad Quality 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 invoices on due date or is behind with other agreed upon payments; or (iv) in the reasonable opinion of Adform is in breach of the Agreement.

11.1. 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 the Client or the Client Affiliates throughout the term of the Agreement.

11.2. 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.

11.3. 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.

11.4. Adform explicitly agrees that the Client is allowed to disclose certain Adform’s Confidential Information to its customers in the context of the advertising services as agreed in the Agreement. The disclosure permission granted by Adform to the Client applies without limitation to the technical documentation to be found in the URL otherwise, which Adform may directly disclose to the Client.

12.1. The Client may not assign, sublicense, or transfer the Agreement, the Client’s account in the Adform Platform or any right or duty under the Agreemen, 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.

13.1. 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.

13.2. The Client shall upon request by Adform promptly provide Adform with any information pertaining to the Client's business partner(s) or end-user(s), the particular destination, and intended end-use of Adform’s technology. Furthermore, the Client shall be obliged to provide Adform with written notice immediately in case the Client, 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 the Client access to the Services, the Adform Platform and terminate the Agreement.

14.1. The Client 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, adform.com, provided that Adform will always have the Client’s confirmation thereof in writing before using the Client‘s name and logo.

14.2. The Client may revoke this permission at any time by sending an email to marketing@adform.com. 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 marketing@adform.com.

15.1. 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 the Client 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.

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