GENERAL TERMS AND CONDITIONS OF USE FOR TEADS ADVERTISERS

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This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services (Services) listed on our website www.Teads.co.uk.

You should understand that by ordering any of our Services, as outlined within the insertion order (IO) you agree to be bound by these terms and conditions.

All advertisers should print a copy of these terms and conditions for future reference.

This agreement is entered by and between Teads Ltd (we), a company operated by Ebuzzing & Teads SA, where the company number is 7239735 and the registered office is 4 devonshire street, suite lg6, london england w1w 5dt, and the company named as advertiser (advertiser) in the insertion order (IO) and / or the advertising agency (agency) listed on the IO for such advertiser, if any.

1 DEFINITION OF TERMS

1.1 Teads Platform: Means the website which we make available to affiliates to select campaigns and view related information and performance data

1.2 Teads Network: Our network of online publishers, online applications and persons controlling the publication of content on the web

1.3 Briefs: Details of the advertising campaigns as set out in memoranda prepared by the Advertiser

1.4 Affiliates: An Online publisher, online application or person(s) controlling the publication of content on the web, who are paid a fee for placing advertisements within their online property

1.5 IO: “the Insertion Order” shall mean the order form in effect at the Order Date

1.6 Sponsored Post: Is a written article published by an affiliate on behalf of an advertiser which is explicitly stated as having been sponsored. Typically a fee will be paid for the publication of the article

1.7 Video Post: Is whereby an affiliate uses the Teads player, or other approved 3rd party video player, to display video content on its online publication or application, and where it is explicitly stated as having been sponsored. Typically a fee will be paid for each view of the video

1.8 Campaign Means an advertising and marketing campaign that we undertake for one or more of our clients via the display of certain content typically. a sponsored post or video post through the Teads Player

1.9 Teads Player: means the software media player or other applet that is rendered on an end-user’s browser via the javascript (or other) code that we make available to our affiliates to insert into the code of online publications or applications, in order to serve the advertisers content.

1.10 Code of Conduct: The specific terms of use that Teads requires all affiliates to adhere to when displaying any of an advertisers content http://www.Teads.co.uk/publishers/code-of-conduct

1.11 Disclaimer: The clear and unambiguous labelling of all paid for content as sponsored

2 INFORMATION ABOUT US

2.1 We enable the advertiser or agency to submit advertising campaigns to the Teads platform which, if we accept them, we then make available to our network of online publishers, online applications and persons controlling the publication of content on the web (Affiliates). The Affiliates can then choose to post material consistent with the advertiser or agencies advertising campaigns on their online publication or application. If they choose to post such material, you agree to pay us in accordance with these terms and conditions and we agree to pass on an agreed payment to the applicable Affiliate(s) in accordance with our General Terms and Conditions of use for Teads Affiliates.

2.2 All Affiliates are registered with us and are subject to our General Terms and Conditions of Use for Teads Affiliates, but they are not employees, agents or subcontractors of Teads – they are independent third parties.

3 SERVICE AVAILABILITY

3.1 The Teads platform is intended for use by affiliates resident in the target territory for an advertiser’s campaign.

3.2 The Teads platform is translated into the following languages, English, French, German, Italian, Spanish

3.3 An end-user is determined as visiting from within a Target Territory if we determine that (in our sole opinion) his IP address is located within that Target Territory

4 YOUR STATUS

4.1 By placing an order for our services, you warrant and represent that:

4.1.1You are legally capable of entering into binding contracts;

4.1.2You have authority to sign the io;

4.1.3You agree to these terms and conditions;

4.1.4If you are an individual, you are at least 17 years old;

4.1.5You are resident or incorporated in the United Kingdom; and

4.1.6You are accessing our site from the United Kingdom.

4.2 If any of the details provided in the io change or require updating, you agree to inform us immediately

4.3 We reserve the right to suspend or terminate your campaign and use of the Teads platform and / or network or, if appropriate, to take legal action against you if:-

4.3.1you fail to update or inform us of any company detail that requires updating

4.3.2you fail to make any payment to us on the due date for payment; or

4.3.3you are in breach of clause 3 above or clause 4, below.

5 COMMENCEMENT OF USE OF THE TEADS PLATFORM

5.1 After acceptance of an io, you should submit a memorandum detailing the purposes and goals of your campaign (a Brief). The Brief should if a post campaign

5.1.1include graphical items, text or media for use by Affiliates;

5.1.2not include any spam, promote viruses, worms or other harmful programs;

5.1.3specify the types of Affiliates targeted including (but not limited to) details of audience demographic and market positioning;

5.1.4specify the maximum number of Posts for the campaign

5.1.5comply with the current Teads Code of Conduct as published on our site from time to time

5.2 The Brief and assets should if a video campaign

5.2.1Contain all video, rich media creative and/or other advertising materials required for the advertising campaign according to technical specifications provided by us

5.2.2Unless defined within the IO , accept that all Advertising Materials will be displayed by a video or rich media content player which is proprietary to us

5.2.3Ensure that the advertising materials are delivered meeting the Teads technical specifications and arrive in a manner timely enough so as to begin the commencement of the campaign at the start date as defined on the IO,

5.3 All briefs and assets must comply with all applicable laws and regulations in the United Kingdom and comply with the laws and regulations within the jurisdiction of the country in which the campaign is to be delivered.

5.3.1Teads cannot be held responsible for any failure associated with campaign delivery should the advertisers brief or assets fail to comply with regional laws and regulations.

5.3.2All and any costs associated with such failure then become the responsibility of the advertiser

5.4 The brief and assets (including but not limited to the advertising codes published by the Advertising Standards Agency and / or IAB from time to time); must not contain any confidential, unlawful, defamatory, offensive, indecent or abusive material or content or any links to confidential, unlawful, defamatory, offensive, indecent or abusive material.

5.5 You are responsible for ensuring that no third party intellectual property rights (such term to include any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property together with any current applications for any registrable items of the foregoing) are infringed either within the Brief, by placing the Brief on our site or by use of the contents of the Brief on an Affiliates publication or application or web-site. You will procure any and all necessary licences for our benefit and the benefit of our Affiliates in respect of your intellectual property rights or those of any third party. You agree to indemnify and hold us and our Affiliates harmless against any and all obligations, liabilities, actions, awards, claims or other legal recourse, complaints, costs, debts, demands, expenses, fines, liability, losses, outgoings, penalties or proceedings arising from any infringement of third party intellectual property rights either within the Brief, by placing the Brief on our site or by use of the contents of the Brief on an Affiliates publication, application or web-site.

6 COMMENCEMENT OF A CAMPAIGN

6.1 The contract between us (Contract) will only be formed when the advertiser or agency has sent a signed io

6.2 The Contract will relate only to the specific campaign we have confirmed in the io

6.3 Under the Teads service, we will make the Brief available on our site for viewing by Affiliates for the period specified in the Brief or the period up to the time that the number of posts or views stated in the Brief is reached, whichever is the soonest.

6.4 Only those Affiliates who we consider meet the criteria specified in the Brief may apply to us to use it. We do not however, warrant that any Affiliate’s publication, application or web-site is suitable for the purposes of any particular Brief

6.5 A brief may only be amended by you if you send details of the proposed amendment to us in writing and we send you an email confirming that the amendment is accepted

6.6 If an Affiliate chooses to make a Post in relation to a Brief, it will send a draft Post to Teads for approval in advance. Approval of Posts is entirely at the discretion of Teads.

6.7 Video views are initially broadcast through our network of online publications and applications. A system called “embed” allows any web user editing an HTML page to retrieve the source code of the video in order to broadcast it on his own site, which you expressly accept.

7 OUR STATUS

7.1 We may provide links on our site to other websites, whether affiliated with us or not. We cannot give any undertaking, that products or services you purchase from third party sellers or providers through our site, or from persons or companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely.

7.2 This DISCLAIMER does not affect your statutory rights against the third party. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller or provider

8 PRICE AND COMMISSION

8.1 The total value of a sponsored post campaign is equal to the price per Post multiplied by the maximum number of Posts as specified in the io

8.2 For a video campaign, the total value of the campaign is equal to the price per view multiplied by the number of views booked for the campaign as specified in the io

9 PAYMENT AND TRACKING

9.1 Invoices will be sent by Teads UK in accordance with the value of the campaign as set out the io.

9.2 Invoices will be sent out to the address of either the advertiser or the agency as set out in the io.

9.3 Failure for Teads to send out a timely invoice, for whatever reason, in accordance with the io, in no way effects the advertisers obligation to pay the invoice in its entirety

9.4 You may be given access to a secure area of our site to view the allocation of the Budget against applications for a Brief received from our Affiliates. If an application for a Brief does not result in a Post within the timescales specified in the Brief or if the Post is not approved, the corresponding fee for the Post will be re-allocated to the unused portion of the Budget

9.5 The sum equivalent to the total of all views for a video campaign is deducted from the advertiser’s account as soon as Teads provides the affiliates wishing to broadcast the video on their site with the player source code.

9.6 We will use commercially reasonable efforts to deliver the sponsored posts /or video views stated in the IO and in accordance with this agreement.

9.7 All invoices created by Teads for work performed and delivered shall be in accordance with measurement and tracking performed by Teads. In addition, all payments will be based upon Teads’s measurements and not based upon the advertiser or agencies tracking or any third party’s measurements, unless expressly outlined in the IO.

9.8 The Advertiser or Agency may, at its or their cost, use a third party to track an Ad upon Teads’s prior written consent, which shall be given or withheld at Teads’s sole discretion

9.9 In the unlikely event that the number of sponsored posts or video views are not delivered in the timescale as defined in the IO, the advertiser agrees to pay Teads for all sponsored posts or video views that have been delivered as defined by the measurement and tracking performed by Teads within the timescale as defined on the io.

9.10 Payment is due thirty (30) calendar days from the date of invoice, unless Teads expressly agrees otherwise in the io. Payment not made within five (5) working days of the payment date will accrue interest at a rate of 1.5% per month from the date of the invoice.

9.11 All sums payable under this agreement are exclusive of any value added tax or other applicable tax which, if applicable, shall be payable by you. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses), loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses arising in connection with any tax in respect of the sums payable under this agreement. In the absence of contrary agreement, all sums payable to us under this agreement shall be payable in GBP. If any dispute arises as to the amount payable, the same shall be referred to our auditors for settlement and their certificate shall be final and binding on both parties.

10 OUR LIABILITY

10.1 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the lesser of:- £50,000; or the total amount of invoices paid by you over the twelve months preceding receipt by us of a written notice from you of your losses.

10.2 We shall have no liability to you in respect of any losses you suffer unless the loss sustained in relation to the relevant Contract exceeds £5,000.

10.3 This does not include or limit in any way our liability:

10.3.1 For death or personal injury caused by our negligence;

10.3.2 Under section 2(3) of the United Kingdom’s Consumer Protection Act 1987

10.3.3 For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

10.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to

10.4.1 loss of income or revenue

10.4.2 loss of business

10.4.3 loss of profits or contracts

10.4.4 loss of anticipated savings

10.4.5 loss of data, or

10.4.6 waste of management or office time

10.4.7 however arising and whether caused by tort (including negligence), breach of contractor otherwise, even if foreseeable.

10.5 You acknowledge that our Affiliates are independent third parties and that these terms and conditions do not create any partnership between us and you.

10.6 We are not responsible for the contents of Affiliates’ online publications or applications and cannot accept liability for the contents of third party web-sites, including (but not limited to) Affiliate’s online publications or applications.

10.7 We cannot be held accountable if an affiliate expresses negative opinions related to the Advertiser, its products or actions in which the Advertiser has engaged.

11 Teads employs third party technologies to ensure that affiliatesf do not maliciously place Advertiser content on unsuitable or unapproved sites. Such technologies rely on keywords present on the website displaying the Advertiser content to ensure that no inappropriate content is present. Said technologies may not be able to detect intentionally obstructed keywords and may allow Advertiser content to be displayed on inappropriate content. Teads ensures that any video views displayed on inappropriate contents will not be invoiced to the Advertiser

12 CONFIDENTIALITY

“Confidential Information” shall mean any and all oral or written information that is identified as confidential and is provided by one party to the other. Neither the Advertiser or agency or Teads shall disclose or use the other party’s Confidential Information for any purpose other than for the purposes contemplated by these terms and conditions, unless such disclosure or use is allowed by written permission of the other party, or is expressly mentioned in the IO

Each Advertiser and Agency acknowledges that Teads and its Affiliates will place their advertising campaign on online publishers, applications and websites within the Teads network. The identities of the publishers within the Teads network are considered Teads’s Confidential Information, and each Advertiser and Agency agrees not to disclose or use such proprietary information other than in connection with engaging and working with Teads under this Advertiser Agreement.

Upon termination, cancellation or expiration of this agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed, except that the parties may retain any electronic versions of any Confidential Information of the other party solely for archival or litigation purposes. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and Teadss Confidential Information shall remain the property of Teads

13 WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

14 NOTICES

All notices given by you to us must be given to Ebuzzing & Teads SARL at Teads@Teads.tv and in writing to the registered address as outlined on this mail. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 11 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15 TRANSFER OF RIGHTS AND OBLIGATIONS

15.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

15.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

15.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

16 EVENTS OUTSIDE OUR CONTROL

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

16.2.1 Strikes, lock-outs or other industrial action.

16.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

16.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

16.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport. Impossibility of the use of public or private telecommunications networks.

16.2.5 The acts, decrees, legislation, regulations or restrictions of any government.

16.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

17 WAIVER

17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations

17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 11 above.

18 SEVERABILITY

18.1 If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

19 ENTIRE AGREEMENT

19.1 These terms and conditions and any document expressly referred to in them (including the registration questionnaire and the Briefs) represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

19.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

19.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

20 OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

You will be subject to the policies and terms and conditions in force at the time that you submit a Brief to us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Confirmation).

21 LAW AND JURISDICTION

Contracts for the services provided through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales

GENERAL TERMS AND CONDITIONS OF USE FOR TEADS ADVERTISERS
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