Seller Monetization Terms and Conditions

SELLER MONETIZATION TERMS AND CONDITIONS

Last Update: July 22nd, 2024

This Seller Monetization Terms and Conditions (“Terms”) constituting an indivisible whole with the Seller Monetization Form is agreed between Azerion and Seller, each a “Party” and together the “Parties”.

WHEREAS:

Seller has a number of websites, apps, portals or other digital online properties that it either owns, operates or controls, or for which it has the contractual right to market Ad Inventory to sell to Advertisers.

Azerion provides a solution delivered as a platform-as-a-service and associated professional services that allows Seller to monetize the Ad inventory and to sell Ad Inventory to Advertisers whereby the Ad Inventory is sold with the authorization of Seller to Advertisers and Revenue is collected for Ads shown therein.

This Agreement describes the terms and conditions, and each Party’s rights and obligations, in connection with Seller using the Platform and Services for the Properties.

TERMS

1. Definitions

1.1. “Ads.txt” is a preformatted .txt index to indicate which companies are authorized to (re)sell the Ad Inventory from specific Publishers or content owners. Guidelines for the implementation of ads.txt must be followed as detailed herein in Article 3. References to ads.txt shall be understood to include app-ads.txt to the degree it is technically applicable.

1.2. “Advertisement(s)” or “Ad(s)” : a unit of advertising content including, but not limited to, a text-based, graphical, interactive, rich media, video, audio or other online advertisement as determined between the Parties or enabled on the Platform from time to time .

1.3. “Ad Inventory” : The space available for the Advertisements on the Properties.

1.4.“Advertiser” : The third-party that buys or places bids on a unit of Ad Inventory.

1.5. “Authorized Digital Seller”: A company authorized to (re)sell the Ad Inventory from specific Publishers or content owners. For the avoidance of doubt and for purposes of this Agreement, all provisions applicable to Publisher apply to Authorized Digital Sellers.

1.6. “Azerion Pixel”: A pixel which will be enabled for gathering 1st party data on the Seller’s Properties and using the data to enable improved targeting capabilities, also called Azerion Edge.

1.7. “Azerion Statistics”: The measurements, by Azerion or its third party contractual partners, of delivered Impressions as adjusted for the metrics explained in the Agreement.

1.8. “Confidential Information“: Any non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

1.9.“Fee”: The fee that Azerion charges to Seller for use of the Service(s), specified as agreed in the signed Seller Monetization Form.

1.10.“Impression”: Each valid counting of when an Advertisement is served to a Visitor’s web-enabled device.

1.11.“Intellectual Property Rights”: Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, data base rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.

1.12. “Invalid Traffic” or “(IVT)”: Any traffic relating to, Ad Inventory, Ads, Impressions or similar billing events that are determined by Azerion, SSPs, DSPs or related Advertisers as applicable, to be fraudulent, suspect in quality, or unsuitable for billing purposes. This includes alternative audience generation methods of which Visitors are unaware, fraudulently, deceptively, or artificially inflating the number of Impressions or otherwise mimicking, obscuring, or impairing legitimate delivery, reporting, or analysis of, or end-user interaction with, Ads or media through or on which advertising may be delivered. Invalid Traffic includes but is not limited to, mimicking valid activity through human or non-human agents, spawning of pages, hijacking the browser of an end-user, offering incentives for viewing Ads, pop-unders, click-jacking, click-spamming, auto scrolling, forced navigation, auto navigation, dark pages, auto-play video in pop-under with sound off, auto-refresh of ad slots, call video ads behind the video player, referrer stripping or replacement, empty or spoofed domains, unauthorized (re)selling of Ad Inventory, stacked redirects, auto-click on recommendation widget tile, content recommendation tile trick play, rogue mobile apps auto-loading impressions.

1.13. “Invalid Traffic Reports”: The notice or document provided by Azerion informing Seller of the Invalid Traffic determined by the administrations of Azerion or contractual third parties such as SSPs, DSPs or Advertiser(s).

1.14. “Platform”: The technology interface provided by Azerion to Seller during the term of this Agreement allowing viewing of designated information relating to the Services, or the back-end thereof enabling provision of Services without being accessible to Seller.

1.15. “Properties”: Any websites, apps, portals or other digital online properties listed in Annex-1 as well as any other website, app, portal or other digital online property that Seller either owns, operates, controls, or for which it has the contractual right to market Ad Inventory to sell to Advertisers that the Parties agree in writing (e-mail shall suffice) to include in the scope of the Agreement.

1.16. “Publisher”: the direct owner of the Properties, which may or may not be the Seller.

1.17. “Revenue”: Actually received revenues generated through the Service(s) for sale of Seller’s Ad Inventory after any necessary adjustments as per Article 5, minus deductions including but not limited to: (i) any amounts for which Azerion has not received full payment from buyers, regardless of the reason thereof; (ii) amounts related to Invalid Traffic; (iii) any technology costs that Azerion must pay to third parties in order to provide the Services; (iv) amounts related to optimization charges or statistical discrepancies; and (v) currency differences (together the “Deductions”). Revenue is calculated exclusive of any applicable VAT, but Azerion may add VAT to its Fee or Deductions if required by law.

1.18. “Service(s)”: The solution delivered by Azerion that enables monetization of the Ad inventory and selling Ad Inventory to Advertisers, whereby the Ad Inventory is sold with the authorization of Publishers and Seller to Advertisers and Revenue is collected for Ads shown

1.19. “SDK”/ “Tags”: Scripts, tags, and any other software code that Azerion supplies to Seller to include on or in the Properties.

1.20. “SSP-Provider(s)”: A provider of supply-side platform or sell-side platform (“SSP”), which is a technology platform that Azerion may engage to enable monetization of Seller’s Ad Inventory.

1.21. “Supply Guidelines”: The requirements surrounding the Properties and implementation of Ads as outlined in Article 4 of the Agreement.

1.22. “Visitor”: A unique individual consuming media services, content or performing any other digital activity and therewith generating Ad Inventory and Impressions.

2. Selling Ad Inventory Through the Platform

2.1. During the term of this Agreement, Seller grants Azerion an exclusive authorization to market and sell the Ad Inventory globally on behalf of the Seller and to enable serving Ads on the Properties.

2.2. Subject to Seller’s continued compliance with this Agreement and any subsequent arrangements concerning the same, Azerion grants Seller a non-transferable, non-exclusive license to use the Platform, including the Tags and the SDK, in conjunction with the Properties solely as contemplated by this Agreement. Azerion reserves all rights not expressly granted to Seller herein.

2.3. Azerion will enable Seller to integrate an Azerion Pixel into their Properties. The provision and use of Azerion Pixel shall be for the purpose of enabling improved monetization capabilities by the Parties and Azerion may cease provision thereof at its discretion. Azerion Pixel is provided to Seller solely within the scope of this Agreement and Seller shall not make use thereof other than as specified herein. If, during monetization of Ad Inventory through Azerion’s Service(s) the Seller wishes to otherwise make use of related 1^st party data, Seller shall do so only at its own cost and liability and in compliance with applicable legislation. If required by law, Seller shall obtain any necessary consents and authorizations for use of Azerion Pixel. Azerion shall not be liable for, and Seller shall indemnify Azerion of, any damages that may be incurred due to Seller’s use of Azerion Pixel.

2.4. Azerion reserves the right to place limits, in whole or in part, on the provision of the Platform or Service(s) and/or selling the Ad Inventory and placing Ads at any time in its reasonable and sole discretion in case Seller does not meet its obligations under this Agreement.

2.5. Azerion may engage third-parties, including any Azerion corporate affiliates or business partners, to perform part of the Services, including operation of the Platform where applicable, as a subcontractor or service partner. All rights and obligations of Azerion under this Agreement may be partially or fully granted in turn by Azerion to its corporate affiliates or business partners as it deems appropriate to facilitate operation of the Platform and perform related services.

3. Operational Obligations of the Parties

3.1. Seller declares that it is an Authorized Digital Seller for the Ad Inventory made available by Seller to the Platform and that Seller’s ads.txt ID for Azerion or any of its sales partners are implemented as Authorized

Digital Seller(s) on the adx.txt of the Publishers or content owners owning this Ad Inventory as provided by Azerion. Upon explicit agreement of the parties, Azerion may implement the ads.txt ID of Azerion or its sales partners to Publishers’ ads.txt’s instead of Seller; in which case all liability for actions taken to perform such implementation shall rest with Seller and such agreement shall be understood to include an authorization to Azerion in order to implement the ads.txt on Seller’s behalf, as well as a warranty by Seller that they are authorized to perform such procedure and have it performed by Azerion.

3.2. Seller shall provide accurate information to Azerion and shall comply with the technical requirements and/or specifications provided by Azerion, either within the Agreement or as agreed through other written means, for the purpose of enabling appropriate use of the Service(s) for use in conjunction with the Properties, to market and sell the Ad Inventory, which may include implementing the Azerion Tags and/or SDKs on the Properties or in the related ad server. Azerion reserves the right to approve or request changes in Seller’s implementation of the technical requirements and/or specification prior to Seller’s use of the Platform. Seller shall have sole responsibility for performing these operations. For avoidance of doubt, Azerion shall have no liability to pay Seller for any Ads improperly served as a result of Seller’s failure to properly implement Azerion’s technical requirements and/or specifications.

3.3. Seller acknowledges and agrees that Azerion may request Seller to cease sending certain Ad Inventory at any time and that the provided Ad Inventory shall be in compliance with the Supply Guidelines provided herein at all times.

3.4. Detection or any reasonable suspicion of any Invalid Traffic or other non-compliance with the terms of this Agreement, including the Supply Guidelines, gives Azerion the right to: (i) de-activate Seller‘s account, temporarily or permanently, in full or in part; (ii) withhold any Revenue; (iii) obtain a refund of prior payments (or any portion thereof) made to Seller relating to Invalid Traffic or other non-compliance, unless Seller incontestably proves that it in no way monetized or otherwise provided Invalid Traffic, or did indeed fully comply with the terms of this Agreement.

3.5. Seller shall not, nor attempt to, misuse, modify, reverse engineer, or otherwise make commercial use of Azerion Pixel except for the purpose expressly stated herein. Azerion reserves the right to suspend the provision of Azerion Pixel or use thereof at any time in the event that use by the Seller is considered in breach of the Agreement, in violation of applicable laws or commercially unviable by either Party.

3.6. In order to be able to detect Invalid Traffic and control Ad Inventory quality Azerion has the right to use third party verification tools and Seller is obliged to assist and to cooperate with Azerion in this endeavour where and when needed. Any costs associated with the deployment and/or use of third party verification tools by Azerion are at the expense of Seller.

3.7. Azerion will communicate any changes to the Supply Guidelines. Such changes will take effect 10 business days after receipt. If Seller cannot reasonably be held to continue the Agreement following such changes, it shall have the right to terminate this Agreement with immediate effect with written notice. In such a case, Seller has no right to claim compensation from Azerion. Continued use of the Platform and associated services after said 10 days have lapsed shall constitute acceptance of the changes.

3.8. Seller will not alter, change or modify, in any way whatsoever, the SDK and/or Tags provided by Azerion, unless the Parties mutually agree to any such modification, or upon termination of the Agreement and removal of the SDK and/or Tags from Seller’s Properties.

3.9. Seller hereby agrees to adhere to all applicable policies of the SSP-Providers as communicated by Azerion to Seller to enable monetization of Ad Inventory through engagement thereof.

3.10. Azerion will provide the Services under this Agreement, including access to the Platform, the Tags and SDK, the selling of Ad Inventory, and any associated services to the best of its knowledge and capabilities, and in a professional and workmanlike manner in accordance with generally accepted industry standards, but cannot and does not warrant or guarantee that the Platform will be available at all times or operate error free, or that Seller will generate a guaranteed level of Revenue while using the Platform for the sale of Ad Inventory on its Properties.

4. Supply Guidelines

4.1. Seller shall ensure that the Properties are in compliance with the following Supply Guidelines, for which Seller shall ensure that it will not, directly or indirectly:

(i) use in connection with any Ads any URL re-directions, framing techniques, pop-up windows, new consoles, or other items or techniques that would alter or block the appearance, presentation, or functionality of any advertiser’s website or mobile store URL from that seen by Visitors hand-entering the applicable URL into their browser;

(ii) license, sell, assign, distribute, or otherwise commercially exploit or make the Platform or Service(s) available to any third party;

(iii) generate Impressions or clicks or conversions through any method designed above as Invalid Traffic or may be reasonably construed as such on Properties;

(iv) include Ads in any locations other than the agreed-upon Properties;

(v) include Ads in Properties generated by an adware, spyware, malware, or P2P/file-sharing application;

(vi) integrate any Properties or promote other websites, apps or content therein containing software viruses, worms, Trojan horses, or other harmful computer code into the Platform or an end-user’s device or otherwise interfere with or disrupt the integrity or performance of the same; or

(vii) provide or submit Properties and/or Ad Inventory that contains or promotes illegal activities, including, but not limited to:

- concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality;
- firearms, bombs and other weapons, explosives or how-to guides for any of the above;
- any content that contains or promotes pornography or graphic sexual depictions; – any content that contains, promotes or links to indecent, obscene or highly inflammatory subject matter;
- any content that facilitates or promotes illegal file-sharing (MP3s, copyright protected video, or the equivalent), adware, spyware, hacking, malware, religious products & services, and are deemed to be objectionable; and/or
- any content that infringes on the rights of any third party, including intellectual and/or industrial property rights.

4.2. Azerion may communicate further guidelines to Seller relating to the Ad Inventory or Properties, whether for purposes of compliance or successful technical integration with the Services. Such communications shall be performed in writing and will be considered part of Supply Guidelines and be binding on the Seller upon receipt thereof. Azerion has the right to suspend provision of the Services in regard to any Ad Inventory or Properties that are not in compliance with the Supply Guidelines or applicable laws. Severe or repeated violation of this section may result in (i) partial or full suspension of the Services, (ii) deduction or claw-back of amounts paid or payable to Seller for breaching Ad Inventory to the extent such deductions or claw-backs are imposed on Azerion by Buyers, (iii) suspension or ban of Sellers account with Azerion for the Services.

5. Revenue, Fee and Payment

5.1. Azerion is entitled to the Fee as agreed in the Seller Monetization Form.

5.2. Azerion Statistics shall be measured through the servers of Azerion or third party contractual partners to determine the number of delivered Impressions necessary for calculation of the Revenue. Any required Deductions shall be deducted from the Revenue, and the amount due to Seller, net of Fees and Deductions, shall be made available to the Seller in the corresponding invoice. Statistics displayed on the Platform interface is solely for information purposes. Seller accepts that Azerion’s measurements, as well as amounts due as seen in the invoices are final and shall prevail over any other measurements.

5.3. For any trading through the Services, Azerion will act in its own name and for its own account between Seller and Advertiser. As a result, Seller will receive an invoice from Azerion through self-billing. Azerion will sell the Ad Inventory to Advertiser and will subsequently invoice Advertiser. Azerion reserves the right to adjust invoices as described in the Agreement. In the event that a necessary adjustment or Deduction is not reflected in the invoice to Seller for that month due to any reason, Azerion reserves the right to reflect the Deduction in later invoices, set off the amount against future payments to Seller or require refund thereof as necessitated by the circumstances in Azerion’s discretion.

5.4. On a monthly basis, within thirty (30) days after month end, Azerion will provide an invoice indicating the amount due to Seller for the previous month. For the avoidance of doubt, the total amount to be paid out will be the Revenue minus the Fee. Azerion will pay the net amount within sixty (60) days after issuing the month end invoices and amounts are paid in Euros, unless specified otherwise in the Seller Monetization Form.

5.5. Seller agrees to pay or to bear the costs of all applicable taxes and charges imposed by any government entity in connection with this Agreement, including without limitation taxes and charges related to Seller’s receipt of Revenue, except for taxes on Azerion’s income. Notwithstanding the foregoing, in the event Azerion operates in multiple jurisdictions, Azerion may appoint another Azerion entity through which invoicing and/or provision of Services may be performed.

5.6. The amounts due to Seller will only be payable by Azerion if and to the extent that Azerion has collected full payment from Advertisers, including the right of Azerion to set-off or claw-back regarding amounts not paid by Advertisers. Parties hereby agree that Azerion has no delcredere obligation in regards to the Agreement. Seller hereby grants Azerion the right to disclose aggregate spend numbers/Azerion Statistics on Publisher level to an Advertiser and its clients for reporting and analysis purposes.

6. Representations and Warranties

6.1. Each Party hereby represents and warrants to the other Party that: (i) it has the full right, power, and authority to enter into this Agreement, and to perform the acts required of it herein; (ii) the execution of this Agreement by the Party, and the performance of its binding obligations set forth within the Agreement, do not and will not violate any agreement to which it is a party or bound by; (iii) upon execution, this Agreement will constitute a valid and binding obligation of the Party, enforceable against such Party in accordance with the terms herein; (iv) it shall conduct its business and perform its obligations under the Agreement in compliance with all applicable laws, rules, and regulations; and (v) there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or to enter into or perform its obligations under this Agreement, or which adversely affect its financial condition or operations.

6.2. Seller represents and warrants that it;

will provide all information to Azerion that Azerion reasonably requires to perform the Services per the Agreement and all information provided in connection with this Agreement will be accurate, complete and current,
shall be solely responsible for the content of the Properties and ensuring that the Properties shall comply with all applicable laws, regulations, trade association standards and any other requirements which may apply to the Properties,
has acquired the authorizations of all the right holders, if any, of the content of the Properties whether such right holders be other publishers, authors, composers, producers, photographers, performers or any right holders other than the Seller, to ensure that no third party claims arise in regards to the use and monetization of the Properties or Inventory,
shall not infringe any third party rights (including but not limited to Intellectual Property Rights) through any action or inaction within the scope of this Agreement, and has all necessary licenses and clearances to use the Properties.

6.3. Azerion represents and warrants that;

it is the sole owner of the Platform; and
has secured all necessary licenses, consents and authorizations for operation thereof, and for provision of the Service(s)
no (intellectual and/or industrial property) rights of any third party are infringed by the technology of the Platform.

7. Disclaimer of Warranties

UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, AZERION’S OBLIGATIONS PER THE AGREEMENT ARE CONSIDERED OBLIGATIONS OF EFFORT AND AZERION DOES NOT MAKE ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. AZERION EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.

WITHOUT DETRIMENT TO THE FOREGOING AND WITHOUT LIMITATION OF THE EXPRESS WARRANTIES HEREUNDER, AZERION EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND THAT THE SERVICE AND ADDITIONAL SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND SECURE OR OPERATE WITHOUT ERROR.

8. Indemnification and Limitation of Liability

8.1. Azerion’s total aggregate liability in connection with an attributable failure to fulfil any obligations under the Agreement, a wrongful act and/or any other legal grounds, for any kind of damage including claims of third parties, including Data Subjects and regulatory authorities, will (cumulatively) be limited to the amounts paid by Azerion to Seller for the Services per the Agreement in the three (3) months prior to the date the alleged failure to fulfil any obligations under an Agreement and/or the wrongful act first arose, but in no event to exceed €25,000 (twenty-five thousand Euro).The limitations of liability in the above provisions are not applicable in case of willful misconduct or gross negligence (opzet en bewuste roekeloosheid).

8.2. Azerion is not liable for any indirect, special or consequential damages, including, without limitation, any loss or damage to business earnings, lost profits or goodwill, suffered by any person and will have no obligation or liability to Seller if a claim is made with the competent court after a period of one (1) year from the date on which Seller was aware or could have been aware of the facts on which the claim is based.

8.3. Seller shall fully defend, indemnify and hold harmless (volledig vrijwaren) Azerion from any and all government enforcement action, third party claims, including from Data Subjects, and/or liabilities (including reasonable attorneys’ fees) resulting from any breach of its obligations, representations or warranties herein. Azerion indemnifies Seller against all claims of third parties relating to infringement of intellectual property rights by the technology of the Platform, and will compensate Seller on demand for damages suffered by Seller as a consequence and in connection with such an infringement.

8.4. Azerion assumes no liability or responsibility for: (i) any errors, mistakes, or inaccuracies incorporated into the Platform or Services or any third party ad-serving content products and/or services, (ii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Azerion product and/or any third party ad-serving or otherwise, or (iii) any partial removal and/or termination of any third party ad-serving content products and/or services at any time whatsoever.

9. Data Protection

9.1. Parties shall comply with data protection obligations described in the Data Protection Addendum.

10. Notifications and Party Information

10.1. All notifications shall be sent to the contact information provided in the Seller Monetization Form. Such notifications shall only be deemed valid if done to the correct notice address in writing.

10.2. In the event that the provided contact or payment information is changed, said change must be notified to the other Party immediately and notifications or payments performed in line with the previously provided information shall be considered valid unless and until such change is notified to the notifying Party.

11. Term and Termination

11.1. The term of this Agreement will begin upon your participation in the Service(s) and will be entered into for an initial term of one (1) year (“Term”). Thereafter, the Agreement shall automatically renew for the same period of time, unless terminated by either Party in writing (including e-mail) upon three (3) month written notice prior to the end of the initial or any subsequent Term. Notwithstanding the foregoing, Azerion may terminate the Agreement without cause at any time.

11.2. This Agreement may be immediately terminated for cause by either Party (without prejudice to any other right or remedy available to it), and by written notice to the other Party at any time in the event of any one or more of the following:

any material breach by the other Party of its obligations under this Agreement has not been cured within five (5) business days of a notice of breach;
in the event that by reason of any order or judgment of government, court or other authority the continued operation of this Agreement in all its provisions is prevented or delayed or made impossible or impractical for an unspecified period, provided however that in any event, such unspecified, impossible or impractical period shall be no less than thirty (30) days; or
in the event of (provisional) moratorium of payments of the other Party, bankruptcy or file thereof of the other Party, liquidation, dissolution of termination of the company of the other Party.
In the event Azerion enters into binding agreements with partners that provide for the serving of Advertisements on Properties for a specific period extending beyond the term of this Agreement, then notwithstanding anything to the contrary set forth herein, this Agreement shall continue to apply in terms of the display of said Advertisements on Properties until the end of the agreed period, and the Term shall be deemed extended only with respect to such placements. In case of non-performance by the Seller of its obligation to complete the display of such Advertisements as agreed between Azerion or Seller and Advertisers, Seller shall compensate Azerion for any damages and expenses suffered in connection with claims of Advertisers due to non-performance of Azerion’s obligations for said Advertisements to be displayed on Properties.
If the amounts due to Seller after the date of termination of this Agreement are under €100, or the bank details provided by Seller are invalid and Seller does not provide Azerion valid bank account details within one month from a written notice, Seller shall forfeit the accrued and unpaid earnings, and Azerion shall be entitled to retain such earnings for its own account.

12. Confidentiality

12.1. Each Party undertakes to use all documents and all technical, commercial, financial, and other information obtained from the other Party in connection with this Agreement solely for the purpose of performing this Agreement, to keep them confidential and not to disclose the same to any third party unless such disclosure is necessary for the performance of this Agreement. Further, each party undertakes not to disclose to any person, without the prior written consent of the other Party, the existence of any term of this Agreement, or the existence of any information about any dispute or disagreement between the Parties. The foregoing undertakings of confidentiality shall survive the termination of this Agreement.

12.2. The foregoing undertakings will not apply to any information which: (i) is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors: (ii) is lawfully received from a third party free of any obligation of confidence at the time of its disclosure; (iii) is independently developed by the recipient, its officers, employees, agents or contractors; or (iv) is required by law, by court or governmental order to be disclosed provided that, to the extent permitted by law, prior to any disclosure, the recipient notifies the disclosing Party and, at the disclosing Party’s request and cost, assists the disclosing Party in opposing any such disclosure.

12.3. The Parties’ obligations with respect to Confidential Information will remain in effect for three (3) years from the later of (i) the end of this Agreement, or (ii) the date of last disclosure made by any Party.

13. Force Majeure

13.1. Azerion shall not be liable for any failure or delay of its performance of any respective obligations if prevented from doing so by a Force Majeure. In addition to its effect in the law and jurisprudence, Force Majeure in this instance shall be understood to include all external causes, foreseen or unforeseen, that Azerion cannot influence, but which prevent Azerion from fulfilling its obligations, including but not limited to regulations by any government authority, sanctions, strikes in the business, fire, flood, power outages, interruption, failure or defects in internet, telephone, other interconnection services, electronical or mechanical equipments, staff illnesses of Azerion exceeding ten (10) business days, late delivery or unsuitability of materials, the failure by third parties engaged by Azerion to fulfill their obligations and/or default by one of the suppliers of Azerion.

13.2. Insofar as compliance is not permanently unfeasible, Azerion’s obligations shall be considered suspended until the effect of Force Majeure is concluded. If the period during which compliance is not feasible due to Force Majeure lasts or looks set to last longer than two (2) months, either Party will be entitled to terminate the Agreement, without any liability to pay damages.

13.3. If at the time Force Majeure takes effect, Azerion has already partly met its obligations or can only partly meet its obligations, it will be entitled to invoice separately the services that have already been delivered or can be delivered, and Seller will be obliged to settle this invoice as if it concerned a separate agreement.

14. Intellectual Property Rights

14.1. Except as may be expressly provided herein, neither Party will have or obtain any rights in or to any intellectual property of the other Party in connection with the Agreement.

14.2. Without limiting the generality of the foregoing, Azerion retains all right, title and interest in and to the Platform and associated services, the technology used by Azerion to operate the same, Azerion’s trademarks, and all enhancements made by Azerion to any of the foregoing from time to time, including but not limited to all patent, trademark, copyright, trade secret and all other intellectual property rights in the foregoing. Seller may not use the Platform and associated services except pursuant to the limited rights expressly granted in this Agreement and all rights not expressly granted herein are reserved by Azerion.

14.3. Seller will not, and will not attempt to, and will not assist or knowingly permit any third party to: (i) alter, modify, adjust, copy, reproduce, delete, damage, disassemble, decompile, reverse engineer or create derivative works of the the Platform and associated services and/or tools of third party suppliers instructed by Azerion, or any portion thereof; or (ii) breach, disable, tamper or interfere with the proper operation of the Platform and associated services and/or tools of third parties, or with any security measures designed to protect the Platform and associated services and/or tools of third party suppliers instructed by Azerion and Seller will compensate Azerion for any damages and costs Azerion may suffer due to breach of the above.

14.4. Seller guarantees that no (intellectual and/or industrial property) rights of any third party are infringed by the Ad Inventory or any other data supplied by Seller to Azerion in connection with the Platform and associated services. Seller indemnifies Azerion against all claims of third parties in this regard and will compensate Azerion on demand for damages suffered as a consequence and in connection with such an infringement.

15. Miscellaneous

15.1. The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties.

15.2. Seller may not assign, subcontract or otherwise transfer, or delegate, its rights and/or obligations to any third party under this Agreement, in whole or in part, except with the prior written consent of Azerion which shall not be unreasonably withheld or delayed. Seller hereby acknowledges and accepts that Azerion may assign, subcontract or otherwise transfer, or delegate its rights and obligations under this Agreement.

15.3. The failure of either Party to enforce or to exercise, at any time or for any period of time, any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party’s right later to enforce or to exercise it.

15.4. If any term of this Agreement is found to be illegal, invalid, or unenforceable under any applicable law, such term shall be construed in accordance with such law and the general purpose of the Agreement and shall in no way affect the legality, validity, or enforceability of the remaining terms.

15.5. No modification of this Agreement shall be binding on Azerion unless embodied in writing and signed by both parties. Not with standing the foregoing, if required by new or changed legislation, other governmental regulations/instructions, or commercial necessity, Azerion may change this Agreement by sending a notice to the Advertiser of such change. The change shall take effect three (3) business days after such notice.

15.6. This Agreement contains all the terms agreed between the Parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

15.7. This Agreement shall be governed under the laws of the Netherlands. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be brought solely before the Courts of Amsterdam, the Netherlands.

15.8. Each Party shall bear its own costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement.

15.9. This Agreement may be executed in several counterparts, each of which will be deemed to be an original, and each of which alone and all of which together, shall constitute one and the same provided that said counterpart carries the signatures of both parties.