1. Introduction

1.1. These General Terms and Conditions together with Special Terms and Conditions, Data Processing Agreement and the Insertion Order for Buyside Services constitute the agreement between Adform and Client for the use of Adform Services by Client (the ‘Agreement’).

2. Definitions

2.1. Unless a term is expressly defined in these General Terms and Conditions or the Special Terms and Conditions, any industry terms used in this Agreement shall have the meaning normally applied by the industry.

3. Background

3.1. Adform offers a variety of Services whereby Client can create, target and serve display ads; collect, manage, buy and activate data; and buy advertising inventory via RTB and on guaranteed basis.

3.2. Services offered through Adform’s Buyer Platform include but are not limited to Real Time Bidding (“RTB”), Ad Serving, Automated Guaranteed (“AG”), Dynamic Creative Optimization (”DCO”), Data Management Platform (“DMP”) and other related Services.

3.3. The full range of Services offered by Adform to Client (the “Services”) are described in the Special Terms and Conditions. There is, however, no obligation to contract all services and Services ordered by the client are indicated in the Insertion Order for Buyside Services.

3.4. The list of Services provided by Adform, described in the Special Terms and Conditions, may change from time to time. New Services will be introduced to Client with the presentation of new functionalities and standard prices for them. As to the outdated and not used functionality Adform reserves the right to stop supporting it.

3.5. Adform may make changes to this Agreement from time to time. When these changes are made, Adform shall give a written notice to Client no later than thirty (30) days before the changes take effect, unless otherwise provided in this Agreement. In such case Client shall be entitled to terminate this Agreement with immediate effect by written notice to Adform. Client acknowledges and agrees that its use of any Services after the date on which the new terms of this Agreement have come into effect shall constitute its acceptance of the updated Agreement.

3.6. Client hereby subscribes to the terms agreed in this Agreement. Any entity which directly or indirectly controls, is controlled by or is under common control with the Client from time to time may adopt this Agreement by entering into an affiliate adopting agreement with Adform on terms substantially similar those set forth in this Agreement.

4. The Adform Services

4.1. Adform shall deliver all the online and offline Services selected by Client, as indicated in the Insertion Order for Buyside Services as well as selected through settings in Adform’s Buyer Platform. The Special Terms and Conditions describe the main Services offered by Adform and contracted by Client, whereas it is possible to request additional and new services through the settings of the administration tool within Adform’s Buyer Platform.

4.2. Unless otherwise agreed Adform will provide Client access to purchase inventory in the form of impressions. Adform undertakes to develop and employ industry leading statistical methods and data modelling to obtain the best possible campaign performance.

4.3. In the case that Adform’s RTB services are used, Adform uses reasonable commercial efforts to ensure that all impressions sold are genuine and that the publisher selling the inventory has title or the authorization to sell impressions on the inventory in question.

4.4. Unless expressly agreed with Adform, Adform does not guarantee the delivery of a particular inventory or a particular number of impressions, at a particular time, or over a particular period.

4.5. Adform cannot be held liable for the quality or authenticity of inventory or data provided via its platform and services.

4.6. The online Services are operational at all hours but downtime can occur from time to time due to scheduled system upgrades or error solving. During any downtime it will not be possible to buy inventory.

5. Client’s responsibilities and warranties

5.1. Client shall be solely responsible for the accuracy, lawfulness and relevance of any advertisements displayed on or in the purchased inventory.

5.2. Client represents and warrants that the advertisements shall not (i) violate the terms and conditions set forth in this Agreement; (ii) be defamatory, obscene, abusive, violate the privacy rights of a third party, be illegal or otherwise objectionable; (iii) violate any third party’s trade secrets, intellectual property rights or other personal or proprietary rights; (iv) violate or interfere with the rights of privacy or publicity of any famous individual; (v) contain a virus, malicious code or any other harmful component; or (vi) in other ways violate publisher’s rules and guidelines for use of inventory.

5.3. Client is responsible for any use of the login information to the Adform’s Buyer Platform provided to Client by Adform or created by Client, including but not limited to any new services, campaigns or inventory ordered by a user using a login belonging to the Client.

5.4. Client is at all times responsible for having the correct settings in Adform’s Buyer Platform. Client is thus responsible for paying for any ordered inventory even if the purchased inventory due to incorrect settings turned out to be wrong or unintended.

5.5. Client agrees to comply with Publisher Data Policies and Third Party Provider Data Policies as described in the Special Terms and Conditions.

5.6. Client agrees to comply with third party service provider policies as available in the user interface and/or presented to the Client at the moment such third party services are ordered through Adform’s Platforms.

5.7. Client represents and warrants that:

5.8. it will comply with any and all applicable Sanctions throughout the term of this Agreement;

5.9. neither the Client, nor any of its owners, members of its Board of Directors or Executive Management, or any business partners or end-users in respect of Adform’s technology are 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.

6. Data collection, processing and storage

6.1. For the purpose of the Services to be delivered by Adform to Client, it is understood that Adform will store and process data as described in the scetion on “Data Storage and Processing by Adform and Third Party Data Policies“ of the Special Terms and Conditions, that Client shall not transfer or grant Adform access to any directly identifiable Personal Data (i.e. data that is not pseudonymous) and that Adform shall not receive or obtain access to any directly identifiable Personal Data.

6.2. For the avoidance of doubt, it is agreed that should Adform come into possession of or get access to Personal Data from Client, Client shall be the Data Controller for any such Personal Data processed by Adform when providing the Services. Adform will process such Personal Data in accordance with this Agreement and Data Processing Agreement.

6.3. If Adform is solely responsible for Security Incident (as defined in Data Processing Agreement), Adform shall subject to the limitations contained in Section 8, reimburse Client reasonable costs incurred in connection with addressing the Security Incident.

6.4. Client shall promptly indemnify and hold Adform harmless from any claim against Adform for damages, compensation or fines etc. substantiated by Client’s non-compliance with Applicable Data Protection Law, including collecting, obtaining or otherwise processing Personal Data.

6.5. Subject to the limitations contained in clause Section 8, Adform shall promptly indemnify and hold Client harmless from any reasonable claim against Client for damages and compensations substantiated by Adform’s material breach of its obligations as a data processor as set out in this clause.

6.6. In order for Adform to perform its Services, Adform tracking and tagging technology will be used on the contracted inventory and on Client’s own web pages and other properties to collect campaign data and performance measures. Data collected using Adform’s tracking and tagging technology must be collected in accordance with the cookie and data policies of the individual web pages and other properties where the data is collected.

6.7. Client agrees and acknowledges that some of the collected device data may become Personal Data if combined with Clients own data, and consequently would be covered by Client’s Data Policies.

7. Payment to Adform

7.1. If indicated in the Pricing section of the Insertion Order for Buyside Services, Adform will provide its Services and grant Client access to Adform’s platform on a prepaid basis only.

7.2. Adform will deliver to Client an invoice for the amount(s) to be paid by Client for Services rendered.

7.3. The agreed fees and the way they are calculated are described in the Pricing section of the Insertion Order for Buyside Services. All fees are net of withholding tax.

7.4. Unless Adform already has the necessary information for issuing an invoice, Client shall in a timely manner furnish Adform with all information needed to issue a proper invoice to Client.

7.5. Adform shall provide Client with an invoice no later than ten (10) business days after the end of the calendar month in which the relevant Services were utilized.

7.6. Client shall pay invoices according to payment terms stated in the Pricing section of the Insertion Order for Buyside Services calculated from the invoice date.

7.7. All payments to be made by the Client under this Agreement shall be made without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Client is compelled to make any such deduction, it will pay to Adform such additional amounts as are necessary to ensure receipt by the Adform of the full amount which Adform would have received but for the deduction.

7.8. Unless otherwise stated in the Pricing section of the Insertion Order for Buyside Services, all payments between the Parties shall be in Euro. In case a different payment currency than Euro is agreed in the Pricing section of the Insertion Order for Buyside Services, Parties agree that prices may be changed 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.

7.9. Minimum purchase or delivery obligations are defined in the Pricing section of the Insertion Order for Buyside Services.

8. Liability and indemnification

8.1. Unless Client’s loss is caused by Adform’s wilful misconduct, Adform’s total liability and indemnification towards Client during the entire duration of this Agreement shall be limited to the lower of (i) EUR 25,000, or (ii) the fees paid by Client to Adform for a 6-month period prior to the occurrence of the incident on which the claim for damages/indemnification is based.

8.2. Adform shall in any event only be liable for Client’s direct losses.

8.3. Client shall not be liable for Adform’s processing and use of the collected Data unless the collected Data is processed on behalf of Client and in accordance with Client’s instructions.

8.4. Client shall indemnify, defend and hold harmless Adform from and against any claims, proceedings, action, fine, loss, cost and damages arising out of or relating to any non-compliance by Client with applicable Sanctions by Client.

9. Termination

9.1. Unless terminated earlier pursuant to section 9.2 and 9.3, the term of this Agreement, shall be for a period of twelve (12) months (“Initial Term”) from the effective date indicated above. After Initial Term, this 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 expiration of the current term.

9.2. If a party is (i) in a material breach of this Agreement, which cannot be remedied within 28 days of a request to do so by the other party, or (ii) insolvent or has ceased trading, the other party may terminate this Agreement with immediate effect by written notice to the Party and claim damages.

9.3. Adform may with immediate effect and without any prior notice suspend Client’s access to and use of Adform’s Buyer Platform:

9.4. If Client in the reasonable opinion of Adform breaches the terms, conditions, policies or code of conduct of Adform’s inventory and exchange partners, or

9.5. If Client 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

9.6. If Client fails to pay Adform invoices on due date or is behind with other agreed upon payments or fees.

10. Confidential Information

10.1. During the course of performing and receiving services under this Agreement, each party may have access to information of the other that is confidential to one another (“Confidential Information”) including, without limitation, specifications, business methods, marketing strategies, pricing, competitor information and the terms of this Agreement. Confidential Information will not include any information that (a) is already known by the recipient party or its affiliates, free of any obligation to keep it confidential, (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates, (c) is received by the receiving party from a third party without any restriction on confidentiality, (d) is independently developed by the receiving party or its affiliates, (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality or because of valid order, rule, regulation or law, or (f) is approved for release by prior written authorization of the disclosing party. The parties agree to maintain the confidentiality of the Confidential Information and to use best efforts (which are at least the same used to protect its own Confidential Information) to protect from public disclosure the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party may use the Confidential Information received from the other party only in connection with fulfilling its obligations hereunder.

11. Assignment

11.1. Either party may without the other party’s written consent assign this Agreement to: (i) a person or entity who acquires, by sale, merger or otherwise, all or substantially all of the assigning party’s assets, stock or business, and (ii) any entity which directly or indirectly controls, is controlled by or is under common control with the assigning party from time to time.

12. Export Control and Sanctions

12.1. Client 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.

12.2. Client shall be obliged to and responsible for, at its own expense, obtaining all licenses, permits, or other filings required pursuant to applicable Sanctions for the export, re-export, or import of Adform’s technology.

12.3. Client shall upon request by Adform promptly provide Adform with any information pertaining to the Clients business partner(s) or end-user(s), the particular destination, and intended end-use of Adform’s technology.

12.4. Client shall be obliged to provide Adform with written notice immediately in case Client, its Board of Directors or Executive Management, or any business partners or end-users in respect of Adform’s technology 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.

12.5. Adform shall not be obliged to disclose or transmit or otherwise deliver its technology to the Client if such transmission or delivery would be prohibited pursuant to applicable Sanctions.

13. Marketing rights

13.1. 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, www.adform.com.

13.2. 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 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].

13.3. Adform is permitted to prepare and publish various industry trend reports and whitepapers using insights derived by analysing data transacted through Adform’s buyer platform, subject to Adform’s Data Policy as stated in the Special Terms and Conditions. Transaction data for this purpose is summarized across all clients and analysed in a fully anonymous and aggregated form.

14. Choice of Law and Venue

14.1. This Agreement shall be governed by the laws of Denmark without reference to its conflicts of law rules. Any disputes shall be dealt with according the relevant applicable rules under Danish law and in a Danish court.