Version 2.3. Released: 1 February 2025

Unless otherwise provided in applicable Insertion Order, these General Terms and Conditions apply to all Agreements concluded as of 1 February 2025.

1.1. Unless a term is expressly defined in these General Terms and Conditions, the Special Terms and Conditions, the Privacy Compliance Agreement (“PCA”), 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”) that wishes to receive services pursuant to the Agreement must (i) be identified in the IO and is bound by the terms of the Agreement, in which case any reference to “the Client” in the Agreement will refer to the respective Client Affiliate; or (ii) have entered into 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 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) buy and activate data; (iii) buy advertising inventory, and (iv) collect and import first party (owned) data, build, combine and extend the data into actionable audiences and activate it on Adform Platform, as further described in the Special Terms and Conditions available online at https://site.adform.com/terms-and-conditions/adform-special-terms-and-conditions/ and as can be selected through settings in the Adform Platform (collectively and individually, “Service” or “Services”). By signing the Agreement or using the Adform Platform, the Client agrees to be bound by the Agreement.

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

2.3. Adform shall have the right to subcontract all or any portion of managed services to be provided under this Agreement to the Client, provided that, neither of its subcontractors shall receive access to Client’s Personal Data, as defined in the PCA. Any subcontract granted or entered into by Adform shall not relieve Adform from any of its obligations under this Agreement, and any act or omission by a subcontractor of Adform shall be deemed an act or omission by Adform hereunder.

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

2.5. 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/.

2.6. Following the acceptance or signing of the Agreement and subject to Client’s compliance with the terms of this Agreement, including 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 Services and their features as described in the Special Terms and Conditions) from time to time to reflect technical advances and allow continuing compliance of Services with applicable mandatory laws (including, but not limited, to applicable data protection laws) (“Modifications”). Adform will provide information about such Modifications with a reasonable period of time (but not less than 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 Modifications 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 can be no longer reasonably expected to adhere to the amended Agreement, the Client, after describing such impact in writing, in detail, 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. Where Client orders DSP and Ad Server Services under the IO, the Client 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. Notwithstanding the foregoing, Adform reserves the right to refuse to place any advertising or promotional content, for any reason, in its sole discretion, and Client hereby waives any claim or cause of action based on such refusal.

4.2. Where Client orders DMP Services under the IO, the Client shall be solely responsible for ensuring that provision of Client's audiences to Adform or processing of Client’s audiences on or via Adform Platform and Adform DMP services shall comply with all applicable laws, regulations, self-regulatory group guidelines, and Adform DMP Audience Policies available online at https://site.adform.com/policies/policies-and-guidelines/dmp-audience-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 DMP Audience Policies are permitted only with 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 13 (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 (e.g., change of the Access Data) have been implemented.

4.4. The Client is at all times solely responsible for the correctness and accuracy of the settings set by Client 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 purchased inventory is incorrect or the purchase is unintended, in each case as a result of incorrect settings within the Adform Platform.

4.5. The Client represents and warrants that (without qualification or reservation of other restrictions herein) it will not (i) conduct any sort of publisher retargeting (which is defined as any form of directly segmenting the visitors of one or more specific publishers, and subsequently targeting that specific audience/group through other publishers) and/or (ii) capture and reuse data from third-party providers for targeting on platforms other than Adform, or through the Adform Platform. 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 and/or terms 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, or accessible through such third-party providers’ resources or web-sites. Compliance with such policies or terms is the sole responsibility of the Client. If the Client does not agree to such policies, it shall not use such third-party services. If the Client uses, purchases, orders or otherwise activates such third-party services, such use and activation shall be subject to the policies and/or terms of such third-party service provider. The Client additionally acknowledges and agrees that Adform bears no responsibility for any third-party services made available in the Adform Platform. Client will conduct its own researches and assessments prior to using or activating 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, 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.

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

5.1. For the purpose of the delivery of the Services to the Client, the Parties acknowledge that certain Personal Data of Client and Adform, as defined in PCA, will be subject to processing.

5.2. Each party is responsible to ensure that is has the appropriate legal basis for processing any Personal Data that falls in the scope of this Agreement. The permissions and restrictions derived thereof are set forth in the PCA.

5.3. Each party shall comply with applicable data protection laws. In doing so, Adform shall act only as authorized and agreed upon by the Client in the Agreement and PCA governing such data processing activities, when it acts as Client’s processor of Personal Data.

5.4. 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. Adform will implement and maintain technical and organizational measures for its processing of Personal Data in the Services in accordance with applicable data protection law, as agreed and described in more detail in the PCA.

6.1. Client agrees that Adform owns and retains all right, title, and interest in and to the Services, including all software, databases, and other aspects and technologies related to the Adform Platform any enhancements, modifications, or derivative works thereto, any materials made accessible to Client by Adform through the Adform Platform, such as through the applicable user interfaces (UI) or otherwise, and all intellectual property rights in and to all of the foregoing. Subject to the terms and conditions of this Agreement, Adform grants to Client and Client accepts, during the Term, the limited, non-exclusive, non-transferable, non-assignable, revocable right and license to use the Services solely in connection with activities relating to this Agreement. All rights not expressly granted herein are reserved to Adform. Client must use the Adform Platform only in accordance with instructions provided by Adform and Adform’s standard security procedures, as communicated to Client by Adform.

6.2. Client will not (and will not allow any third party to): (a) copy or duplicate the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (c) modify (except as permitted under this Agreement), translate, or create derivative works based on the Services; (d) rent, lease, distribute, sublicense, resell, pledge, assign, or otherwise transfer or encumber rights to Services; or (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof. Furthermore, Client shall not resell any inventory on any exchange or in any manner not specifically authorized in writing by Adform.

6.3. Client hereby grants Adform a limited, non-exclusive, revocable right and license to store, use, serve, reproduce, and display Client’s advertisements (and any material associated with Client’s advertisements, including the ad tags) and Client’s trademarks in connection with Adform’s performance of its obligations and exercise of its rights hereunder. Adform’s usage of Client’s trademarks will comply with Client’s usage guidelines provided to Adform in writing. Client retains all right, title, and interest (including all Intellectual Property Rights) in and to Client’s trademarks. Adform’s rights in and to Client’s trademarks are limited solely to those rights expressly granted herein.

6.4. Adform shall have the right to use all data collected as part of or in connection to the Services: (a) to perform its obligations under this Agreement; (b) to optimize, and improve its services; and (c) for analytics and general reporting purposes. To the extent any portion of the data is owned by Client, Client grants to Adform a perpetual, non-exclusive, royalty-free license to use any such data for the purposes set forth in the immediately preceding sentence.

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

7.2. 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 invoiced amount, 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.

7.3. Adform will endeavor to 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.

7.4. The Client shall pay invoices to Adform’s bank account specified in the invoice according to the payment terms set forth in 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.

7.5. 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 and calculations. In the event that there is a greater than ten (10) percent difference between Adform’s measurements and Client’s measurements, including as a result of invalid traffic that Client alleges has occurred, the Client will inform Adform immediately (and in any event no later than fifteen (15) days following receipt of the relevant invoice(s)) and provide reasonable evidence to substantiate the discrepancy, including in relation to invalid traffic. The parties will cooperate and investigate in good faith, and will use commercially reasonable efforts to end the investigation within sixty (60) days of the Client’s notice. Any Services utilized in connection with advertising inventory or traffic which both parties agree to be fraudulent will be deducted from Adform’s measurements and Client may be entitled to receive a credit note against amounts already paid in relation to such invalid traffic.

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

7.7. 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.

7.8. In case an invoice or part of an invoice is cancelled (either at 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.

7.9. In the event of late payment of undisputed amounts within issued 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).

8.1. Adform shall indemnify and keep indemnified the Client from and against all claims, demands, liabilities, expenses, damages, and losses (including, without limitation, any direct, indirect, or consequential losses, loss of profit) (“Claim”), as well as interest, penalties and reasonable legal and other professional costs and expenses to the extent arising out of or in connection with (i) a third party claim arising out of Adform’s infringement of third-party intellectual property rights; and/or (ii) Adform’s material breach of its obligations as set out in the applicable PCA, provided that Adform shall have no indemnification (or defense) obligations as to any Claim arising from or related to a failure by Client to post, apply, or adhere to disclosures related to privacy or disclosure of Personal Data.

8.2. The Client shall indemnify and keep indemnified Adform, its employees, officers, agents, and affiliates from and against all Claims, as well as interest, penalties, and reasonable legal and other professional costs and expenses to the extent 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 arises out of or is related to Client’s actual or alleged violation of the Adform Ad Quality Policies or Adform DMP Audience Policies, terms, or policies of third-party services (as described in section 4.6), or applicable advertising laws or regulations; (ii) the Client’s breach of its obligations under the applicable PCA or of applicable data protection legislation; and/or (iii) Client’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 STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, INTER ALIA, ADFORM DOES NOT REPRESENT OR WARRANT (AND EXPRESSLY DISLAIMS ANY REPRESENTATION OR WARRANTY) 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; (III) ANY DATA OR REPORTING PROVIDED HEREUNDER 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 WILL BE MADE AVAILABLE. 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 (AND EXCEPT AS OTHERWISE PROHIBITED BY LAW IN A RESPECTIVE JURISDICTION), IN NO EVENT WILL EITHER PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES BE LIABLE FOR ANY LOSSES OR DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE INDIRECT, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL IN NATURE, INCLUSIVE OF LOST PROFITS (OR LOST SAVINGS), LOSS OF BUSINESS OPPORTUNITIES, ANY ERRORS OR INTERRUPTION OF USE, OR FOR LOSS, INACCURACY OR CORRUPTION OF DATA OR TECHNOLOGY, LOSS OF GOODWILL OR DAMAGE TO REPUTATION, REGARDLESS WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING SHALL BE TRUE EVEN IF THE RELEVANT PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGES COULD ARISE. 

10.2. SUBJECT TO THE FOLLOWING SENTENCE, ADFORM’SAND ITS RESPECTIVE AFFILIATES’ TOTAL LIABILITY 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 IS BASED. UNDER NO CIRCUMSTANCES SHALL ADFORM’S AND ITS AFFILIATES’ 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 HIGHER.

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); (IV) INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.2(ii) OR (V) 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 and, if such breach is remediable, has not remedied the breach within a period of thirty (30) days after being notified in writing to do so; 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 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 Adform DMP Audience Policies, or applicable advertising laws and regulations; 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 material breach of the Agreement.

11.4. In the event of absence of activity on Platform account of the Client during consecutive six (6) months, Adform may terminate such account and/or Agreement with a 30 days’ prior written notice.

11.5. In the event of termination, it shall be Client’s obligation to remove from digital properties owned by or otherwise under the control or direction of Client all Adform tags, pixels and other code provided pursuant to the Agreement. The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to provisions relating to confidentiality, indemnification, limitation of liability, dispute resolution, and governing law, shall remain in effect after the termination or expiration of this 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 the Client or the Client 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, including in response to valid legal process such as a subpoena, provided however, that as to any such legal process the responding party shall inform the discloser of the Confidential Information at least ten (10) days in advance of such response, including provision of the legal process (such as the subpoena) received; 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, andauthorized representatives with a need to know; provided that receiving 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, receiving party shall either (a) return such materials to disclosing party; or (b) certify in writing as to the destruction thereof.

12.4. 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 help.adform.com, dmp-hekpi.adform.com, api.adform.com, or otherwise, which Adform may directly disclose to the Client.

13.1. 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 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. Each 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 the competent governments, authorities, or bodies of the United Nations, the United States of America, the United Kingdom, Denmark or the European Union. Client hereby represents and warrants compliance with the Sanctions.

14.2. 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 restrict, temporarily suspend, or terminate the Client access to the Services, the Adform Platform and terminate the Agreement.

15.1. 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, http://www.adform.com, provided that Adform will always have the Client’s confirmation thereof in writing before using the Client’s name and logo.

15.2. The Client may revoke this permission at any time by sending an email to: [email protected]. Adform will then remove name and logo as soon as reasonably 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 are 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.

17.1. 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.

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. Waiver. 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. Interpretations. 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. Severability. In the event that any provision of the Agreement is found 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.

18.5. Business contract. This Agreement is a business contract that envisages commercial relationship between two businesses (traders). Both parties are entering into this agreement for the purposes related to their business.

19.1. The Agreement will be governed by the applicable Governing Laws that correspond to the Client’s country of incorporation (“Country of Incorporation”) as specified in the table below, without regard to conflict of laws rules or principles. Unless specifically agreed otherwise as indicated in the table below, the Client 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.