Version 2.0. Released: 30 June 2020

Unless otherwise provided in applicable Insertion Order, these Special Terms and Conditions apply to all Agreements concluded as of 1 July 2020.

1.1. These Special Terms and Conditions are the part of the Agreement (as described in the Insertion Order for Adform’s Integrated Advertising Platform (“IO”)) and only apply together with the General Terms and Conditions, the IO, and the Data Processing Agreement.

1.2. These Special Terms and Conditions and the part thereof in respect of certain Services apply subject to such Services being ordered under IO.

2.1. Onboarding Services means the implementation and training setup, along with any necessary documentation and technical services agreed in the Agreement to be executed within the onboarding phase. Depending on the Services provided by Adform to Client, parts of Onboarding Services descriptions may vary based on the different aim/utilization of the respective Service(s). The detailed description of Onboarding Services is available online at https://site.adform.com/terms-and-conditions/adform-onboarding-services/.

2.2. The prices, the calculation methods, the payment currency and other details for the agreed Onboarding Services fees shall be set out in the IO or any amendments to the Agreement as applicable.

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

“Creative Approval Costs” shall mean an amount to the costs from the inventory partner for review and approval of the creatives. Creative Approval Costs only apply for certain inventory partners as indicated in the UI.

“Gross Platform Spend” shall mean the total media budget used for purchasing inventory by the Client using the Real-Time Bidding (“RTB”) Services in a calendar month which, according to the agreed RTB Service fee pricing model, comprises of Media Costs and all fees and costs included in the RTB bid price as described in the IO.

“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.

“Media Costs” shall mean an amount of the total value of inventory purchased by the Client using the RTB Services in a calendar month, and shall mean the price charged by Adform to cover the direct and indirect costs associated with buying from ad exchanges and other inventory sources and related services, including but not limited to cost of fluctuations in exchange rates, counting discrepancies and any other payment default risks. In regards to AG Services, Media Costs means a price for advertising inventory purchased by the Client through AG Marketplace set by the publisher in AG Marketplace in a calendar month.

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

3.2.1. Automated Guaranteed (AG) Services allow the Client search for and directly purchase advertising inventory for advertising creative and links listed and managed by the publishers available on publishers’ websites and other digital platforms via AG Marketplace.

3.2.2. Client Support is provided on-line and/or telephone for the Adform Platform related inquiries. Support is provided in the English language and the contacts can be found on http://site.adform.com/support/client-support/.

3.2.3. Consultancy and Training Services offer the Client bespoke consultancy and training services in order to accommodate client-specific requests. These Services may include e.g. strategic consultancy, bespoke technical solutions, managed by dedicated resources. Training Services exclude Adform’s online training portal related to how its platform functions.

3.2.4. Creative Production Services allow the Client to use design and concept, custom production of HTML5 cross-device advertising units, programmatic rich media solutions and/or other similar Adform supported features compatible with Adform’s technology. Special defined terms apply to these Services:

(i) Ordering Creative Production. Creative Production Services are delivered to the Client under a separate order submitted by e-mail or another mutually agreed order form specifying the following details: format, number of ordered units, advertiser, devices (e.g. desktop, tablet, mobile, etc.), any other preferred technical specifications/information.

(ii) Acceptance and Confirmation of an Order. Prior to fulfillment, the order shall be accepted by Adform confirming it in writing. In case Adform modifies the original order, such changes must be approved by the Client. Accepted order shall be binding upon both Adform and the Client.

(iii) Fulfillment of an Order, Delivery and Technical Support. Adform produces Creative Production in line with the provided assets and technical specifications as specified in the accepted order. After design samples for the Creative Production and any other technical specifications are submitted by the Client and accepted by Adform, Adform undertakes to provide up to two rounds of amendments of its delivered production upon request by the Client. Any additional amendments will be subject to extra fees not included in the accepted order for Creative Production. Any requests to deliver Creative Production during out of office hours, i.e. between 17.00 and 8.00 CET, on weekends or state holidays will be subject to additional charges not specified in the accepted order.

(iv) Client’s Responsibility for Provided Assets. The Client will be solely responsible for any contents, assets or other materials provided to Adform, which shall be used for the Creative Production.

(v) Compatibility and Quality Assurance. Creative Production is built and tested to be used on the newest Adform supported browser and device versions. Creative Production shall be compatible with Adform’s technology and platform. Technical limitations of third-party technology providers may prevent the availability of certain Adform features. Adform shall not be liable for the incompatibility of Creative Production with any third-party technology or platform. If new browser updates or device versions come out during the campaign period or the Client’s websites are changed, delivered Creative Production can be adapted for an additional fee, provided Adform is capable of supporting such updated versions. A live testing environment shall be provided by the Client and/or publisher (either web or in-app) in order for the quality assurance/testing process to be completed.

(vi) Creative Production Service Fees. By accepting the Client’s order for Creative Production Adform shall specify the currency, the price for Creative Production and other pricing details. If the Client objects to the specified service fees, it shall submit its objections within 24 hours from Adform’s written confirmation of an order, which shall effectively cancel the order, unless Parties agree to modify it. The Client’s silence shall mean its approval of the specified service fees.

(vii) Marketing Rights. The Client grants Adform permission to use the delivered Creative Production to promote Adform’s sales and marketing activities, including, but not limited to, display of Creative Production as delivered samples on adform.com or any other Adform managed website. The Client may revoke this permission at any time by sending an email to [email protected]. Adform will remove such Creative Production or the Client materials that make up a part of such Creative Production as soon as possible from such Adform owned reference material. Any questions about how or where the Creative Production samples might be promoted or deployed can be sent to [email protected].

(viii) Intellectual Property. By submitting an order for Creative Production the Client grants to Adform and its affiliates, to the extent necessary to enable Adform to perform Creative Production Services, a limited, revocable, non-exclusive, non-sublicensable and non-transferable right and license to use the information, content and other materials provided by the Client to Adform under the order, including all software, audio files, audio-visual files, programming, clips, segments, source art, graphics, images, trademarks, logos and metadata in connection with the provision of Creative Production Services by Adform under the order (“Client Licensed Materials”). Adform retains all right, title and interest in and to (a) Adform‘s proprietary technology or any other Adform intellectual property, information, processes, methodologies, products, goods, services or materials, tangible or intangible, which were independently developed by Adform outside the scope of the Agreement and, (b) components of proprietary technology and processes, including computer programs, source code, software, technology and related materials developed by Adform and/or its suppliers or licensors, which are embedded in, incidental to or otherwise intended to interact or interoperate with delivered Creative Production (“Adform Licensed Materials”). Adform grants to the Client a limited, revocable, non-exclusive, non-sublicensable and non-transferable right and license to use Adform Licensed Materials. For purposes of clarity, any processes, methodologies or know-how developed during the course of providing Creative Production Services to the Client is also deemed to be Adform Licensed Materials. The Client will not infringe, violate or challenge, and will use its best efforts to preserve and protect, all such Adform Licensed Materials.

3.2.5. Creative Studio Services offer the Client Creative Studio self-service tool for HTML5 ad creation.

3.2.6. Demand Side Platform (“DSP”) audience data connector Services allow the Client to use a server2server batch file transfer or API integration in order to ingest/import audience data from another 1st party Data Management Platform (“DMP”) to the Adform Platform with the goal and intention to activate these audiences within the Adform ecosystem (e.g. RTB). DSP audience data connector is limited to only making the audiences accessible in the Adform ecosystem and does not allow the usage of Adform’s DMP solution, nor its features and functions (e.g. cross-device, lookalike modeling, overlay analysis, reporting, etc.). Audience usage reporting is available within the specific Adform product used for activation of the audiences, e.g. RTB performance reporting. DSP audience data connector is limited in the amount of Data Events/unique audiences that can be uploaded/processed every month. These monthly limits are 600.000.000 Data Events and/or 250 unique audiences stored per month. Each unique ID (identifier) may be connected to a maximum of 20 individual audiences at the same time. Should the above-provided limits be exceeded during the calendar month, Adform may on its sole discretion limit (not process additional Data Events) or suspend DSP audience data connector service partially or in whole until the end of respective calendar month. Adform may also on its sole discretion choose to remove audiences from the platform which are not in active use or have not been actively used in the past 90 days. If DMP Services are ordered under IO or a separate agreement for Adform DMP services is concluded by the parties, this section won’t apply and the DSP audience data connector’s DMP account will be governed by the terms and conditions applicable to DMP Services under IO or such separate agreement.

3.2.7. Dynamic Creative Optimization (“DCO”) Services allow the Client to serve ads that match specific pre-defined criteria (targeting rules) such as optimizing best performing content versions or showing different content depending on targeting criteria. These services comprise of the following products: (i) Product Retargeting which allows the Client to serve ads which retarget and recommend in advance retrieved items to user depending on browser history; and (ii) Dynamic Ads which allows the Client to serve personalized ads and automate creative orchestration based on version list which contains content and targeting rules.

3.2.8. Enhanced measurement Services allow the Client to qualify its digital activity further. These services consist of the following products: (i) 3 viewability layers which can be enabled for the Client’s account and allows for several thresholds of viewability measurement to be conducted simultaneously on each ad impression in addition to standard viewability measurement set to the IAB standards for the given ad format; and (ii) Cookieless tracking which allows the Client to maintain user anonymity while aggregating data needed to drive performance and reach target users, especially across mobile devices, while upholding user privacy and choice. Cookieless tracking is enabled for the entire Client’s account(s) in the Adform Platform, and upon the Client’s request, this Service can be disabled for certain advertisers on Third-Party Ad Serving (“TPAS”).

3.2.9. Master Data (“MD”) Service gives the Client access to the most granular log-level data enabling the Client to do a detailed analysis of campaigns. MD files can be downloaded or pulled via an API-call.

3.2.10. Other Adform and third-party vendor Services may be offered to the Client from time to time. These Services will be available through the Adform Platform which may be subject to dedicated pricing indicated in the UI or separately agreed with the Client. The Client agrees to pay Adform’s invoices for such Services (including the services the Client buys directly from the third-party vendor(s)) issued by Adform according to payment terms stated in the Agreement. The Client further agrees that the validity and accuracy of the usage reports for services bought by the Client directly from the third-party vendor and all related inquiries and disputes regarding the invoicing will be handled by the third-party vendor.

3.2.11. Programmatic Guaranteed enables Client to purchase guaranteed volumes of impressions offered by sellers using RTB technology. Client understands and acknowledges that Adform shall have no control over Client’s commitments to purchase guaranteed volumes of inventory from sellers. Client is solely responsible for its commitments to sellers using RTB technology and shall fully indemnify Adform against any seller claims in respect of the volumes of impressions bought via Adform platform.

3.2.12. RTB managed Services offer the Client a possibility to have Adform performing the following RTB activities: (i) creating campaign strategy/target group/audience and campaign suggestions according to the Client’s instructions; (ii) campaign set up (creating activities, testing banners, creating tags); (iii) creative approvals (checking rejected tags); (iv) follow-up and optimization based on actual results on agreed schedule with the Client; (v) proactive optimization towards campaign goals in collaboration with the Client; and (vi) report suggestions, standard re-occurring reports’ schedule.

3.2.13. RTB Services allow the Client to purchase inventory for programmatic advertising using RTB Technology. Special defined terms apply to RTB services:

(i) Inventory Purchases. The Client may not be permitted to bid on and purchase any inventory (including Programmatic Guaranteed) in excess of the Maximum Monthly Transaction Limit indicated in the IO, which represents the aggregated maximum financial value of inventory purchases using RTB Services for a single transaction or series of transactions per month. For the avoidance of doubt, Client shall pay Adform all the fees and costs related to inventory purchases made using RTB Services even though exceeding the Maximum Monthly Transaction Limit.

(ii) Maximum Monthly Transaction Limit. Adform may, at any time and in its sole discretion, change the Client’s Maximum Monthly Transaction Limit, or impose new restrictions on the Client’s inventory purchases and/or the Client’s obligations to pay Adform’s invoices in respect of RTB Services.

(iii) Purchases non-refundable. The Client should regularly log into its account and review the details of its spending to ensure that there has not been an unauthorized transaction or other error. The Client agrees that its purchases using RTB Services constitute a valid order and that no additional approval is required. Once a bid is placed and it has been accepted, the purchase is non-refundable and the Client must pay for the inventory in accordance with the Agreement.

3.2.14. Rich Media (“RM”) Services allow the Client to use Adform’s portfolio of RM formats in Adform’s Creative Studio and tailor-made RM solutions that can be used for RM advertising. For invoicing purposes RM banners are divided in the following categories: (i) Heavy Banner – Standard image or flash banner or Rich Media banner of format Standard or DHTML, without video streaming and weighting more than limit of KB set out in IO; (ii) Rich Media Banner – Rich Media banner of format other than Standard or DHTML, without video streaming; and (iii) Streaming (Auto and User-initiated) – any format banner with video streaming (autoplay or user-initiated play; autoplay means a video ad or a video ad linked with video content that initiates “play” without user interaction or without a user actively starting the video, user-initiated play means a video ad or a video ad linked with video content that initiates “play” with user interaction and with a user actively starting the video as opposed to the linked digital video content initiating itself).

3.2.15. Search engine integration Services allow the Client to synchronize campaigns with search engines and social networks. As a result, the Client is able to track the performance of search campaigns and compare them to other activities running on display or video within the Adform Platform.

3.2.16. TPAS managed Services offer the Client a possibility to have Adform performing the following TPAS activities: (i) implementing media plans in the system; (ii) providing Digital Ad Specifications for Creative Agencies and assistance, if needed; (iii) uploading creative in the Adform Platform; (iv) creative testing (according to Adform specifications); (v) dispatching of material / tags to media; (vi) changing digital ad creative; (vii) creating tracking points in the Adform Platform; (viii) dispatching tracking points and controlling implementation on the advertiser’s website; (ix) contacting media site during implementation of materials, if needed; (x) obtaining feedback regarding campaign issues during campaign periods and informing relevant parties about issues, if any; and (xi) upon special agreement with Adform, checking if tracking points are implemented before the campaign start date.

3.2.17. Third-Party Data is provided by a third party and is made available to the Client, and is a subject to dedicated pricing indicated in the UI, for targeting, creative targeting, measurements and other data-driven features in the Adform Platforms with DCO, TPAS and RTB Services.

3.2.18. Third-party tracking Services allow the Client to use third-party tracking when due to any circumstances a digital ad is not physically served through the Adform Platform. These services consist of the following products: (i) 1x1 tracking pixel (invisible tag settings) which is used for gathering impression metrics; and (ii) Click tracking which is used for gathering click metrics.

3.2.19. TPAS Services allow the Client to plan and manage advertising activities, including ad serving/tracking, standard campaign reporting and analytics, 1st party site tracking, dynamic ad messaging, ad optimization and targeting in the Adform Platform.

3.2.20. 1st Party Audience Data Services are available to the Client, if under a separate agreement with Adform a client uses Adform’s DMP solution to collect, manage and extend its 1st party audience data, and the Client may, subject to dedicated pricing, use such audience data on the Adform Platform for targeting purposes with DCO, TPAS and RTB Services.

3.3.1. The prices, the calculation methods, the payment currency and other details for the agreed fees shall be set out in the IO or any amendments to the Agreement as applicable, and shall apply to all DSP and Ad Server Services as described in these Special Terms and Conditions and/or selected through the settings in the Adform Platform.

3.3.2. Prepayment is applicable if indicated by checking the prepayment box in the IO. To commence the provision of the Services and gain access to the Adform Platform, and for each subsequent calendar month, the Client shall make a prepayment in a sum equal to the applicable RTB Maximum Monthly Transaction Limit set out in the IO which will be used as the Client’s credit for the supply of the Services based on applicable prices as set out in the Agreement. Each calendar month Adform will issue to the Client a proforma invoice with a requested pre-payment amount. Upon its sole discretion, Adform may from time to time choose not to require the prepayment or part thereof from the Client by not issuing a proforma invoice or issuing a proforma invoice for a smaller amount. In the event that the Client is in breach of its obligation to make a prepayment, Adform may immediately suspend all or part of its Services to the Client. Upon termination or expiry of the Agreement, Adform will return the remainder of prepayment to the Client within 14 (fourteen) days thereafter. Notwithstanding the foregoing, in the event that Adform terminates the Agreement due to the Client's material breach of the Agreement, the remainder of the prepayment will not be returned to the Client. The Client agrees that in such case, the remainder of the prepayment will constitute the minimal damages of Adform.

3.3.3. During the term of the Agreement, the Client shall pay a Minimum Service Fee. This minimum service fee is charged once per Period of Invoicing as set out in the IO. If at the end of a Period of Invoicing, the total spent amount on the Services is lower than the total amount of Minimum Service Fee for a Period of Invoicing, Adform will issue an additional invoice for the amount equal to the difference between Minimum Service Fee and the total spent amount for a Period of Invoicing. The total spent amount is calculated from the issuance date of Adform’s invoices and/or credit notes but not from the period when the relevant Services were utilized. Media Costs, Creative Approval Fees and other recharged services fees and costs are excluded from the total spent amount calculation. Should the Agreement be terminated by Adform due to the Client’s material breach of the Agreement, or by the Client in violation of the termination clause, Adform shall be entitled to the Minimum Service Fee for the entire term of the Agreement.

3.3.4. Fees are calculated by using the following calculation methods:

(i) CPM (Thousand Impressions) based fees are calculated for every thousand (1,000) impressions tracked on advertising inventory on advertising campaigns. CPM based fees indication example:

Price	Units
x	Thousand Impressions

(ii) CPC (Click) based fees are calculated for each click on a served digital ad. For clarification, clicks counted will include pay per click (“PPC”) clicks that are tracked but not managed through the Adform Platform. CPC based fees indication example:

Price	Units
x	Click

(iii) Percentage of Budget fees for TPAS Services are calculated by multiplying the advertiser budget or budgets indicated by the Client in the Adform Platform for a campaign period or in a calendar month by applicable fee percentage. Percentage of Budget fees for TPAS Services on programmatic campaigns run on RTB Services are calculated by the end of the campaign by multiplying the Gross Platform Spend of certain campaign by applicable fee percentage. Budget based fees indication example:

Price	Units
x %	Budget

(iv) Fixed fees are subject to volume limits. In the event that actual volumes exceed the volume limits in a given period, Adform shall charge for impressions or clicks in excess of the volume limits at its agreed rates. Fixed fees indication example:

Fixed Fee Package	Period of invoicing	Price	Main covered Services	Units	Limits	Period for Limit
Fixed Fee	Monthly	x	TPAS	Thousand Impressions	x	x
			Click Tracking and Search Integration*	Clicks	x	x

(v) Hourly fees charged per hour are calculated by rounding up the total amount of time spent in a calendar period to the nearest half an hour and multiplying it by a chargeable rate per hour.

3.3.5. If there are CPM or CPC based and Percentage of Budget fees set out in the IO for the same Service, Adform will charge the Client with Percentage of Budget fees. Notwithstanding the foregoing, in case of TPAS on non-programmatic campaigns, if the Client fails to form the budget on a certain campaign until the end of the campaign, Adform will invoice the respective campaign and the Services provided according to CPM or CPC pricing starting from the beginning until the end of the respective campaign.

3.3.6. If fees depend on the weight of the digital ad, irrespective of digital ad type used (e.g. standard, rich media, HTML5) the Adform Platform calculates digital ad weight to identify the price per impression to be applied according to its pricing. If fees depend on digital ad type used, the Adform Platform calculates RM fees per impression to be applied according to Adform’s pricing.

3.3.7. A PO number will be indicated in the invoices if (i) the box in the IO is checked “Yes” and (ii) PO number is directly entered in the Adform Platform. If the box in the IO is checked “No” and/or it is not checked, Adform will assume that a PO number is not required to be indicated in the invoices. Failure to provide Adform with the correct PO number or not providing a PO number in the Adform Platform does not relieve the Client from its obligation to pay the invoices.

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

“Audience” means a collection of IDs as created and grouped by Client from multiple sources that share a single unique name within the DMP Account, and is placed in one or more Categories.

“Banner Click” means a click on an ad tracked by Adform or load of Adform tracking script on a particular event.

“Banner Event” means a click inside or engagement with an ad tracked by Adform (e.g. swipe, video play, etc.).

“Banner Impression” means Adform serving, displaying and tracking of an ad on website, app or other digital property when providing Ad serving services.

“Category” means a label/tag/keyword/taxonomy that gives meaning to an Audience (group of IDs) next to the Audience name within DMP Account.

“CPM” means cost per every thousand.

“Data Event” means a single ingestion, collection, update or deletion of User’s ID and associated property through Tracking Point, Banner Impression, Banner Click, Banner Event, Direct DMP pixel, Data Upload Event and other User ID data sources available from time to time.

“Data Upload Event” means any User’s ID and associated property creation, update or deletion in the DMP Account via manual or server2server file uploads, batch or API call, where one line item or API call with max 20 individual properties counts as one Data Upload Event.

“Destination” means any configured and activated export target provided by Adform or third-party destination (marketing) activation platform (e.g., Adform Audience Tag ID, Adform Demand Side Platform (DSP) Seat ID, Google Seat ID, MediaMath Seat ID, Turn Seat ID, AppNexus account ID, Salesforce Account ID, Oracle BlueKai Platform ID, etc.) with the intention and usage of delivering 1st Party IDs and associated properties via real-time, hourly, daily, weekly, monthly exports to the respective destination platform(s), channel(s) or account(s).

“Direct DMP Pixel” means Adform DMP tracking pixel placed by Client on websites, apps or other digital properties owned or controlled by Client.

“DMP Account” means the walled account(s) where the Client’s Data is onboarded, stored, used, measured and aggregated.

“Export” means any (person, device or otherwise) ID (1st Party ID or ID added to the Audience using Lookalike Modelling and/or Cross-Device features) and associated properties export request (formatted for and delivered) to any third-party (outside Adform) (marketing) activation platform “destination account ID” (e.g. any display, search, site optimization, social, video, attribution, email, mobile, DSP, DMP, CMS or similar) via any available method connected, assigned, requested or configured by the Client (e.g. audience tag/pixel loads, manual or server2server file syncs, API calls, etc.).

“DMP Professional Services” means a dedicated product specialist assigned to your account to drive DMP adoption. Product specialists work across all relevant stages: technical configuration, training & adoption, insights & analytics and DMP best practices.

“Tracking point” means JavaScript or other Adform supported tracking technology implemented on websites, apps or other digital properties owned or controlled by Client which gather User visit count and basic User information (e.g. browser type, operating system or screen size) and sends this information along with campaign data to Adform servers.

“User” means any user or customer of the Client’s services who has (a) agreed to use Adform’s cookies or (b) not opted out from the online behavioral advertising services.

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

4.2.1. DMP Services allow the Client to collect first party (owned) data or import (if listed under Technology Package indicated in the IO) data from other online and offline (e.g. CRM) sources, builds, combines and extends the data into actionable Audiences, obtain insights on audience trending, composition and overlap, enable Audiences activation on Adform Platform on Client’s campaigns, and Export (if listed under Technology Package indicated in the IO) via API to integrated third-party platforms for Client’s or its customer’s own campaigns.

4.2.2. Subject to the terms and conditions of the Agreement Adform will provide to Client DMP Services listed under Technology Package indicated in the IO, as well as ordered Optional DMP Professional Services that may be separately ordered by Client (via e-mail or through the settings of the administration tool within Adform Platform).

4.2.3. Adform DMP services may have technical limitation or otherwise be limited in volume or scope as indicated in the IO. Even though the number of DMP Accounts, user accounts and Audiences, volume of Audience extension and usage of Lookalike Modelling and Cross-Device features, Audience building and other DMP Services may be not limited explicitly with any thresholds by the Agreement, by granting Client access to such DMP Services and DMP capabilities Adform expects Client to use them fairly, reasonably and not excessively. When the load to Adform system and connected systems (measured as the volume of data being ingested, collected or uploaded and transactions happening within DMP and connected systems) gets unproportionally high compared to the Data Event limits indicated in IO, Adform reserves the right on its sole discretion to throttle, reduce or limit Client’s usage of DMP Services and DMP capabilities and notify Client thereof, as well as to engage with Client in order to optimize it.

4.2.4. Data Events are limited in volume by month/year as indicated in the IO. Should the agreed limits be exceeded during a calendar month/year, Adform may on its sole discretion limit (not process additional Data Events or slow down the speed of ingestion) or suspend the Data Events partially or in whole until the end of respective calendar month/year. Processed Data Events above the agreed limit may be additionally charged for based on the agreed price.

4.2.5. Selling of Client’s Audiences in Adform Audience Marketplace or on third-party Destinations is explicitly excluded from the Agreement and is not available for usage by Client.

4.2.6. It is agreed, that for the purpose of the DMP Services to be delivered by Adform to Client, Adform may on its sole discretion choose to: (i) remove or de-activate any or all configured Audiences and associated IDs from the DMP Account which are not in active use or have not been actively used in the previous ninety (90) days; (ii) remove or de-activate configured Categories from the DMP Account which are not in active use or have not been actively used in the previous ninety (90) days.

4.2.7. All data within DMP Account shall remain the sole property of Client. A non-exclusive, royalty-free, for the term of the Agreement and worldwide license is granted to Adform under the Agreement allowing Adform to use such data to provide DSP and Ad serving Services to Client, its customers or third parties as per instructions provided by Client through the settings within Adform Platform.

4.2.8. Client shall use commercially reasonable efforts to integrate data collection and provision with Adform’s system, including, but not limited to, implementation of all tags, formatting and code provided by Adform as might be necessary from time to time. Client agrees to comply with the technical specifications provided by Adform during integration process, including, without limitation, by not modifying the tags, formatting, code or other programming provided to Client by Adform in any way.

4.2.9. Adform may at its sole discretion refuse to accept or delete any data provided by Client, if such data together with other data and information available to Adform can enable Adform using means likely reasonably to be used by any person to directly identify a particular individual User (i.e. data that is not pseudonymous).

4.3.1. Applicable DMP Service Technology Package and scope of DMP Services included therein, as well as rates for DMP Services are set out in the IO or any amendments to the Agreement as applicable.

4.3.2. Optional DMP Professional Services will be charged by Adform only, if separately ordered by the Client and agreed to by Adform.

4.3.3. Processed Data Events above the Data Events limit set out in the IO will be additionally charged for based on the Data Events Overage Fee set out in the IO.

4.3.4. If Client chooses to enable Lookalike Modelling and/or Cross-Device features to extend its Audience, for respective Service provided Adform will charge respectively Lookalike Modelling Fee and/or Cross-Device Targeting Fee to Client, its customers or other Adform’s clients activating Lookalike Modelling and/or Cross-Device extension of the Audience on Adform DSP or Ad Server upon its activation. In such case Lookalike Modelling Fee and Cross-Device Targeting Fee set out in the IO will be charged, unless otherwise separately agreed between Adform and Client, its customers or other Adform’s clients activating Lookalike Modelling and/or Cross-Device extension of the Audience on Adform DSP or Ad Server. For the avoidance of doubt, charges for Lookalike Modelling Fee and/or Cross-Device Targeting Fee will be included in the invoice issued by Adform respectively to Client, its customer or other Adform’s client for Adform DSP and Ad Server services provided. 

4.3.5. If Export feature is available under applicable Technology Package indicated in IO, and if Client chooses to Export Audience extended using Lookalike Modelling or Cross-Device features, Adform will charge Client with Lookalike Export Fee and Cross-Device Export Fee respectively for Export of IDs which are added to the Audience using Lookalike Modelling or Cross-Device features.

4.3.6. Adform will charge 1st Party Data Usage Fee set out in the IO to Client, its customers or other Adform’s clients activating Client’s Audience on Adform DSP or Ad Server upon its activation. For the avoidance of doubt, charges for 1st Party Data Usage Fee will be included in Adform invoice issued respectively to Client, its customer or other Adform’s client for Adform DSP and Ad Server services provided.

4.3.7. Should the Agreement be terminated by Adform due to the Client’s material breach of the Agreement, or by the Client in violation of the termination clause, Adform shall be entitled to the Technology Package fee for the entire term of the Agreement.