§ 1 Definitions:
(1) “Ad” means any advertisement provided by Agency on behalf of an Advertiser.
(2) “Adserver” or “Adserving” refers to a tool that allows Agency to program and display advertising on Publisher’s Website(s).
(3) “Advertiser” shall mean the company that owns or has been authorised to run the advertising content to be displayed on Publisher’s Website(s) as decided from time to time by Agency.
(4) “Agency” means the agency’s legal entity listed on the applicable IO.
(5) “Agency Technology” refers to Agency’s Header Bidding, Third Party SSP, Native Video, third party ad-networks, direct advertising deals and Premium Campaign ad demand related technologies, which as a whole, constitutes the Agency’s program that allows Publisher to display advertising and sell ad inventory in the formats offered by Agency.
(6) “Agreement” shall mean this Publisher Network General Terms and Conditions which the Agency and the Publisher enter into including any applicable IO and any other documents incorporated by reference.
(7) “Content Policies” or “Policies” means content or editorial policies made available by Agency to Publisher, including content limitations, policies, including any such policies available on https://hello.softonic.com/content-policy/ that Parties agree are incorporated into the Agreement by reference, as amended from time to time and, if applicable, communicated to / provided to Publisher.
(9) “IO” or “Insertion Order” means a mutually agreed insertion order that incorporates these Publisher Network General Terms and Conditions, under which Publisher will deliver Ads on Publisher’s Website(s).
(10) “Net Revenue” shall mean gross advertisement revenue effectively collected by Agency via Agency Technologies displayed or implemented on Publishers’ Properties, less any applicable taxes and deductions taken by Agency for chargebacks, credits, bad debt, refunds and other offsets, including any agency commissions and fees, Advertisers sales commissions and fees, and, (if applicable) creative services. For clarity, Net Revenue is based on the actual payout amount Agency receives from the relevant Advertiser, including but not limited to Google AdExchange and other SSP partners and not the preliminary reporting sent by Google or any other Advertiser, as those might be entitled to a subsequent “spam deduction” or any other similar fee.
(11) “Trafficking” shall mean the process of creating and managing the display of an advertising campaign on the Agency advertising tool.
(12) “Publisher” means the publisher listed on the applicable IO.
(13) “Publisher’s Properties” or “Publisher’s Website(s)” shall mean publisher’s mobile or desktop website(s), applications or any other digital properties owned or controlled by Publisher, referred to in the Insertion Order or otherwise approved by Agency’s duly authorised person in writing.
Agency and Publisher are individually referred to hereinafter as the “Party” and collectively as the “Parties”.
§ 2 Purpose:
(1) The purpose of this Agreement is to establish the terms and conditions that shall govern the usage and implementation of the Agency Technology through which Agency will source and traffic on Publisher’s Website(s), as well as, if applicable and established on the IO, to the provision of services related to direct deals, native advertising and affiliate deals. The Agency may use pre-bid, EBDA, programmatic and Adserver optimisation among others technologies.
(2) This Agreement shall also apply to the usage of Agency’s Google AdExchange Network Partner Management (NPM) ad tag on the Publisher’s Website(s).
(3) If the Publisher wishes to engage Agency’s Services in any other Publisher’s Website(s), each single domain shall be subject to additional IO or if the same IO applies, written approval shall be attached to the existing IO as an Annex.
(4) It is well understood between the Parties that any services not expressly included in this Agreement are excluded from its purpose and that, therefore, they are not included in the considerations and commercial conditions of the Agreement.
(5) Neither Party guarantee to the other, neither has an obligation to procure any minimum volume of revenue and/or any minimal number of sold or availability of ad inventory.
§ 3 Agency obligations
(1) Agency shall provide the following services (hereinafter, the “Services”):
a) Creation of the ad tags for the Publisher
b) Creation of DFP ad units’ slots
c) Approval of ads across various SSP platforms.
d) Ongoing eCPM optimization and optimizing delivery of AdExchange tags in DFP
e) Trafficking & managing premium/direct campaigns where appropriate in addition to third party networks
f) Providing optimization guidance on both existing and new ad placements
(2) Agency undertakes to use commercially reasonable efforts to provide Publisher with the Agency Technology and its Services.
(3) Agency undertakes to pay Publisher the Net Revenue share set out in this Agreement (Clause Five).
(4) Agency shall establish the price of the advertising inventory, invoice Advertisers directly, collect the payments and pay Publisher the share determined in accordance with this Agreement.
(5) Agency undertakes to comply with the Publisher’s independence in terms of opinions, content and criticisms it publishes on its Publisher’s Website(s). At this regard, Agency will in no way be liable for any content published on Publisher’s Website(s).
§ 4 Publisher obligations
(1) Publisher will implement Agency Technology as supplied by Agency on Publisher’s Website(s).
(2) Publisher guarantees that all visual elements displayed on Publisher’s Website(s) comply with all applicable legislation and regulations, including, but not limited to, directives and regulations on trademarks, intellectual property, copyright, image rights, data protection and rights to honor and personal and family privacy, and also that they do not contain any kind of content that may be contrary to good morals and public order, including, but not limited to, content of a violent, pornographic, homophobic or xenophobic nature. The Agency shall not be liable for any claims regarding content published on Publisher’s Website(s).
(3) Publisher agrees not to use Agency Technology on any other Publisher’s Website(s) or URL other than that agreed upon with Agency and established on the relevant IO. In any case, Publisher may not allow Ads to be displayed on third party URLs through embedding or any other technical means.
(4) Publisher agrees not to use the Agency Technology for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files.
(5) Publisher is not required to implement any of the tags provided by Agency but needs to inform the Agency if the tags are removed.
(6) Publisher undertakes not to change, mask or tamper with tags provided by the Agency.
(7) Publisher undertakes to comply with Google’s Publisher Policies on https://support.google.com/admanager/answer/9335564 as amended from time to time by Google that are incorporated to this Agreement by reference (hereinafter, “Google’s Policies”) and Publisher’s Policies. For any Publisher Website(s) that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Publisher will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates Google’s Policies and/or Publisher’s Policies.
(8) Publisher shall not, and shall not have or allow any third party to:
a) Introduce any solution to its network that may potentially interfere, disturb, or sabotage the performance of the Services;
b) create derivative works based on Agency’s proprietary information and the provision of the Services;
c) modify, remove, or obscure any proprietary notices or legends that appear on the Services or during the use and operation thereof;
d) copy, distribute, rent, lease, lend, sublicense, transfer or make the Services available to any third party;
e) decompile, reverse engineer, or disassemble the Agency Technology;
f) create or attempt to create a substitute or similar service or product through use of or access to any of the Services or proprietary or confidential information related thereto.
(9) Publisher undertakes to fully cooperate in good faith with Agency to guarantee and preserve its rights, its good image and good name and its reputation in the market, informing it of any event that could harm it or lead to unfair competition, discredit or harm to the Agency.
(10) Publisher shall comply with Agency’s technical recommendations and/or specifications, if applicable, for the implementation and use of Agency Technology. When applicable, third party ad server tags will be implemented so that they are functional in all aspects.
(11) Publisher shall provide Agency with as much information and documents as necessary for the adequate provision of the Services covered in this Agreement.
(12) In the event that Publisher has access to Agency Technology by means of a user name and/or password, Publisher undertakes not to provide false information or to communicate its access credentials to third parties. The Agency shall not be liable in the event of misuse by the Publisher of its credentials for accessing the Agency Technology.
(13) Publisher will use its best efforts to provide Agency with at least 10 business days prior notification of any material changes to Publisher’s Website(s) that would materially affect the performance of the Agreement or consist in a material change of the content or editorial line of Publisher. Agency can immediately terminate the Agreement in the event it deems that foregoing content change is against Publisher’s Policies or Google Policies.
(14) To safeguard the trade secrets and goodwill of Agency, Parties agree that any solicitation or direct contact between the Publisher and Direct Advertisers is prohibited. This prohibition shall remain in force during the term of the Agreement and for a period of two (2) calendar years from termination date. For the purposes of this section “Direct Advertiser” shall mean an Advertiser that is not a programmatic advertising partner. Notwithstanding the foregoing and for further clarity, Publisher may engage any other third advertisers whose first contact was made before entering into this Agreement. Any breach of this provision 14, shall entitle Agency to claim a penalty equivalent to twenty percent (20%) (exclusive of taxes) of the revenue of the Agreement concluded between the Publisher and the Direct Advertiser(s) to the detriment of Agency, at the latter’s first request, this notwithstanding any other remedy available at law. Payment shall be made within thirty (30) days of notice.
(15) Publisher will not edit or modify the Ads or any of Agency Technology in any way, including, but not limited to, resizing the Ad, without Agency’s approval.
§ 5 Price and Payment
(1) Agency shall pay Publisher the Net Revenue set out on the IO.
(2) Publisher will receive an auto-invoice mid-month for the previous month’s activity and will receive payment at the end of each month. Agency’s payment terms are Net 30, therefore, Agency shall pay the invoiced amount within the following thirty (30) days from the date of invoicing.
(3) The payment currency is in EUROS (€). Agency cannot be held liable for any fluctuation in currency. Payment is made via bank wire transfer; any taxes and/or levies and/or fees arising from said payment to Publisher shall be borne by Publisher.
(4) Agency will be entitled to the remaining share of the total amount generated by means of the Agency Technologies during the provision of the Services to the Publisher.
(5) Each Party undertakes to pay its own applicable taxes (including excise, sales, use, consumption, value-added or withholding taxes), customs or import duties, or any other levies, tariffs, duties or governmental fees that are due or payable in connection with this Agreement (hereinafter, the “Taxes”). Each Party agrees to cooperate in good faith with respect to reasonable requests from the other Party regarding Tax-related forms, documentation or other information relating to this Agreement that may be necessary or appropriate. Publisher acknowledges that Agency’s Services are classified as business-to-business digital services for tax purposes.
(6) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that Agency shall have no liability to Publisher for payment in respect of any amounts payable unless Agency has fully collected any and all amounts due and owing by Advertisers to Agency. For sums not cleared to Agency, Publisher agrees to release Agency from any liability and, subject to Publisher will, Advertiser will me solely liable. Publisher understands that Agency has no obligations relating to such payments, either joint or several.
(7) Except as stated otherwise herein, all payments under this Agreement will be based upon Agency measurements. In the event Parties’ reporting measurements differs by more than 10 % for the same period, Agency’s figures shall govern payment to Publisher and Publisher will have the right to terminate this Agreement in accordance with Clause 17.1
§ 6 Disclaimers
The Agency shall not be held responsible for:
• General fluctuations in visitor numbers.
• Issues arising with third parties, regardless of the nature of said parties’ relationship with the Agency and/or the Publisher.
• Consequences from changes made by Publisher independently or against suggestions or recommendations of Agency.
Except for the express representations and warranties stated herein and to the maximum extent permitted by applicable law, neither party makes, and each party expressly disclaims, all representations, conditions, terms and warranties, whether express, implied, statutory or otherwise, with respect to the subject matter of the Agreement, including without limitation any implied representation, term or warranties of satisfactory quality or fitness for a particular purpose. Without limiting the generality of the above and to the maximum extent permitted by applicable law, Agency makes no representation or warranty as to any Ad or Agency Technology or any benefit or revenues that Publisher will obtain from its use of the Service, and Agency does not represent or warrant that the Service will be always available or error-free.
§ 7 Entry into force and Term
(1) This Agreement will enter into force on the last date of either Party’s signature of the relevant IO and will remain in force for a period of one (1) year, which shall be renewed on an annual basis if neither Party exercises its rights under this clause (hereinafter, the “Term”).
(2) Notwithstanding the above, the Parties agree that the terms of the Agreement with the express or implied intention of being effective after termination or expiration of the Agreement will remain in force and continue to be binding on Parties subject to the terms therein.
§ 8 Confidentiality
(1) Both Parties hereby undertake to keep this Agreement and any information or trade secrets of the other Party they become aware of, confidential for the maximum period of time allowed by applicable legislation. The basic co-operation items and these Publisher Network General Terms and Conditions between Publisher and Agency are not subject to this non-disclosure obligation.
(2) The Parties undertake to hold the confidential information in strict confidence and, without the prior written consent of the disclosing Party or as otherwise permitted herein, will not disclose or distribute any of said information to any person during the term set in this Agreement. Confidential information shall include, but not be limited to, any information of a technical (including any and all Agency Technology), financial, commercial and/or personal nature or of any other nature that may be disclosed by word, in writing or by any other means or support, tangible or intangible, currently known or that may enable the state of the art in the future, to which the receiving party has access, as well as that specifically agreed by the Parties in this Agreement or in any of the Annexes that the Parties may eventually incorporate. The term confidential information includes, without limitation, all information referring to the disclosing, including its development and implementation procedures, databases, know-how, internal structure, business organization, business plans, reports, compilations, studies, financial information, documentation, industrial designs, inventions, technologies, prices, sales, and in general all information related to its programs, employees and Publishers to which the Parties may have access by reason of its relations with the other Party (hereinafter, the “Confidential Information”).
(3) The receiving Party will only provide access to Confidential Information to those of its employees who strictly require access to such information in order to achieve the purposes of the relationship between the Parties and who, having been previously informed, have agreed to treat the Confidential Information in accordance with the provisions of this Agreement.
(4) Both Parties acknowledge that they will be responsible for any action taken by members of their staff or its affiliates who have access to the other Party’s Confidential Information.
(5) Both Parties shall be liable for any breach of the terms and conditions of this Agreement by any of their representatives and/or any third party to whom they have provided Confidential Information.
(6) The disclosure of Confidential Information under this Agreement shall not be deemed to be the granting of a license or the assignment of any other intellectual property rights regarding such Confidential Information. The receiving party has no right to use the Confidential Information obtained without the consent of the disclosing party.Both Parties shall ensure that each person to whom Confidential Information is made available is informed of the terms and conditions of this Agreement as if he or she were a party to it.
(7) This confidentiality obligation will remain in force indefinitely after the termination of the Agreement. Failure to comply with this obligation is considered a material breach and will result in the termination of the Agreement and the corresponding damages claim, as well as any other action and/or claim that the Agency may exercise by virtue of applicable law.
§ 9 Data Protection
For the purposes of this Section, “GDPR” means Regulation 2016/679 of the European Parliament and of the Council and “Personal Data”, “Data Subject”, “Data Controller” and “Data Processor” shall have the respective meanings ascribed to them on the GDPR.
(1) Signatories Data
The Signatories’ Personal Data contained in this Agreement and those deriving from the relationship will be processed by the other Party in order to comply with the purpose of this Agreement, its processing is legitimated by the existence of such relationship. Signatories’ Personal Data will not be transferred to third parties except in cases where there is a legal obligation to do so. Personal data provided in this Agreement will be kept for as long as the relationship is kept or for as long as necessary in order to comply with applicable legal obligations.
The signatories of each Party may exercise, where applicable, its right of access, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, the right to object and the right not to be subject to a decision based solely on automated processing by contacting the other Party at the address indicated in this Agreement, as well as file a complaint with the Spanish Data Protection Authority via www.aepd.es.
(2) Data Subjects’ Personal Data
a) In accordance with this Agreement, Personal Data pertaining to data subjects that access or use the Publisher’s Website(s) will not be processed by Agency. Publisher shall be considered to be the only Data Controller.
b) The Parties will not process, on the basis of this Agreement, personal data owned by the other Party and specifically Agency will not process or otherwise access to any Data Subjects’ Personal Data. Notwithstanding the above, if as a consequence of the execution of the purpose of this Contract, either Party needs to process personal data owned by the other Party, it shall do so in accordance with the provisions of Article 28 of the GDPR, hence entering into the applicable Data Processing Agreement.
c) Given Agency will have the direct contractual relationship with third parties demand sources, it will provide commercial reasonable efforts to convey on its agreements that i) those third parties keep Personal Data secure at all times, including by implementing and maintaining appropriate technical and organisational measures in relation to its processing of Personal Data so as to ensure a level of security appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed and ii) that Personal Data will not be used for any other purposes and iii) those third parties are adhered and will be adhered during the term of the Agreement to the IAB Europe Transparency & Consent Framework.
e) Each party shall not do or permit anything to be done through act or omission that would cause the other party to incur any liability under GDPR.
§ 10 Intellectual Property
(1) The Parties acknowledge that any intellectual property rights owned by either Party prior to or independently from the performance of this Agreement shall remain owned by their respective owner, as appropriate, and no provision of this Agreement shall imply the granting to the other Party of any right or license over such rights, except as expressly agreed otherwise herein.
(2) For the avoidance of doubt this Agreement does not entail the transfer to Publisher of any kind of right on any intellectual creation whose rights belong to Agency, either by virtue of their creation and authorship or in their capacity as assignee of such rights. Publisher may not exploit any of these rights for any purpose unless Agency expressly grants the necessary exploitation rights in writing. The foregoing shall apply equally to any trademark, trade secret and/or patent of Agency, including, but not limited to, Agency’s know how, the platform’s source code, any of the Agency’s Services and/or products and its databases.
(3) During the Term, Agency grants Publisher a non-exclusive, revocable, non-sublicensable right to access to Agency Technology solely for purposes of displaying Ads on Publisher’s Website(s) through Agency Technology. During the Term, Publisher hereby grants Agency the right to serve advertisements on Publisher’s Website(s) via the Agency Technology and/or its Services.
(4) Publisher acknowledges Agency’s ownership of the undisclosed information and know-how used by the Agency in the provision of the Services subject to this Agreement, which correspond exclusively to the Agency, and Publisher undertakes to maintain strict confidentiality regarding the same in accordance with the provisions of this Agreement. The Publisher will not use, duplicate, share or disseminate them in any way, whether orally, in writing or in any other way, without the express prior written authorisation of a person duly authorised by the Agency. Likewise, the Publisher agrees not to exploit, by itself or through the intervention of third parties, without the express authorisation of the Agency for this purpose, the ideas, strategies or knowledge that, developed and/or created by the Agency under this Agreement, have not been executed or implemented by the Agency.
§ 11 Representations & Warranties
(1) Each party represents and warrants throughout the Term to the other that it: has the authority to enter into this Agreement, that its execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party, and that the terms and conditions hereof are binding on it; has sufficient rights to grant any licenses granted hereunder; and will comply with all applicable laws, including without limitation any laws that apply to the use, retention and disclosure of personal data.
(2) Publisher hereby further represents and warrants throughout the Term to Publisher as follows: Publisher shall (i) comply with the Policies and Google Policies; (ii) comply with clause 9 on Data Protection (iii) comply with all of the terms and conditions in force and effect pursuant to any agreement between Publisher and Google; (iv) Publisher shall not, as a result of its actions or inactions, deliver, whether originating from Publisher or any third party, any malware, malicious software, viruses, Trojan horses, worms, spyware, adware, or anything else which could otherwise delay, disrupt or damage any software, computers or websites or enable unauthorized third parties to access Agency Technology and (v) Publisher further represents and warrants that a) it owns or have the rights over Publisher’s Website(s) during the Term, including the right to sell ad inventory and b) that the content therein does not infringe any third party rights.
§ 12 Liability
(1) Neither Party shall be liable for any indirect, special, incidental, consequential or punitive damages, however caused, including but not limited to whether caused by the act, breach, omission, default or negligence of either Party, its employees, contractors or sub-contractors, which shall include loss of profit, revenue, business or anticipated savings, loss of contract, loss of goodwill or reputation and loss of data or information.
(2) Agency shall not be liable for any delay or omission of publication or any error in the insertion of Ads.
(3) In any case, Agency’s maximum liability to Publisher for any reason whatsoever, arising from this Agreement, shall be limited to the fees paid during the previous 12 months before the liability event.
(4) Publisher shall indemnify Agency for any type of claims, damages, costs and expenses (including attorney’s fees and enforcement costs) related to:
a) Breach, inaccuracies and/or falsehoods in any of the representations and warranties made in this Agreement,
b) Any breach of the Agreement, Policies and/or Google’s Policies.
c) Any fraud or intentional misrepresentation.
§ 13 Notifications
All notifications, requests, petitions and/or any other communications to be made by the Parties in relation to this Agreement shall be made via the email addresses provided in the IO.
§ 14 Subsidiary agreements
No subsidiary agreements have been entered into. Any alterations or amendments to this Agreement must be in writing.
§ 15 Severability clause
(1) The waiver of any right and/or provision contained in this Agreement shall be in writing and shall give rise to such terms and conditions as the Parties deem appropriate.
(2) No right or provision provided by law or under this Agreement shall be waived or excluded by reason of any delay or omission in exercising it, or by reason of any waiver or failure to exercise such right or provision, or any prior partial exercise thereof.
(3) If any provision of this Agreement shall be held to be unlawful, void or unenforceable, but would be valid and enforceable if partially eliminated or its application reduced, such provision shall be enforceable with such elimination or modification as may be necessary for the provision to be valid and enforceable.
(4) Each provision of this Agreement is separate. In the event that any provision of this Agreement becomes invalid or unenforceable, such invalidity or unenforceability cannot be saved by the application of the provisions of paragraph (3) above:
a. Such provision shall be deemed to be excluded from this Agreement, but shall not affect the legality, validity and effectiveness of the other provisions contained in this Agreement so long as the principal relationship of the Parties is not affected; and
b. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with another provision which is valid and enforceable in the relevant jurisdiction and which is as similar as possible in its expression to the intention of the provision declared invalid or unenforceable in that jurisdiction.
c. No amendment to this Agreement shall be effective unless agreed in writing and signed by both Parties.
§ 16 Miscellanea
(1) Neither Party may assign or delegate any rights, duties or obligations under the Agreement without the other Party’s prior written consent, which may not be unreasonably withheld, delayed or conditioned. Any attempt to do so without such consent will be void. Notwithstanding the foregoing, either party may without the other Party’s consent assign the Agreement to any person or entity controlling, controlled by or controlled in conjunction with the assigning Party or to any person or entity that acquires substantially all of the shares, assets, or business of the assigning Party. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
(2) Neither Party will be liable for delay or default in the performance of its respective obligations under these Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor (“Force Majeure Event”). If a Force Majeure event has continued for five (5) business days either Party may terminate the Agreement without penalty.
(3) This Agreement shall in no case imply an employment, agent-principal or joint venture relationship between the Parties or the members thereof. For the avoidance of doubt, Parties expressly agree that Agency may under no circumstances be regarded as a credit agent.
(4) The Parties undertake to negotiate any modification of this Agreement in good faith. Material modifications will only enter into force and take full effect if it were agreed upon expressly and in writing by both Parties.
(5) Publisher undertakes not to use the Services, the Publisher’s Website(s) and/or any other content in such a way as to damage Agency’s reputation, prestige and/or fame. Furthermore, the Parties agree that if such damage arises, Agency will be entitled to immediately terminate this Agreement without prejudice to any other actions and/or remedies it may exercise as provided by applicable law. Termination arising from this provision shall not entitle Publisher to claim compensation of any kind. No agreement, pact or promise, declaration or action of any kind, made by the Publisher in violation of the provisions of the previous paragraph, shall bind the Agency in any way, and the Publisher shall be solely liable to third parties for such actions.
(6) All information contained in any request shall be true and accurate in all respects, including referring URL and IP address. The Parties will cooperate in a commercially reasonable manner to minimize automated or fraudulent traffic, provided, Agency shall determine the validity of all traffic in its reasonable discretion using industry-recognized third-party tools and/or internal tools and criteria and reporting. The Agency will have no obligation to make payments with respect to automated or fraudulent traffic.
(7) Unless specifically allowed in this Agreement, the Client will not authorise, permit, enable or engage in any of the following: (a) Client, its employees, contractors or agents generating requests, except in the course of normal individual use, or offering a user any inducement of any kind to generate requests, except for marketing generally accepted practices; (b) unauthorized implementations, including (i) use, display, syndication, sublicensing or delivery of requests from, or displays other than on the Publisher’s Website(s) and (ii); or (c) Requests masking the true user agent or IP address of a user; (d) Requests generated through insecure or deceptive links or redirects; (e) display of anything that may obscure any portion of a DVA or stripping, blocking, or filtering them by any means or in any way preventing or inhibiting their display in whole or in part; or (f) Installing any program on a user’s computer or replacing a user’s home page, without the user’s express and informed prior consent. Any ad impression generated in violation of this section shall not be counted for purposes of calculating any compensation to be borne to Publisher.
(8) Agency shall not be held responsible for any revenue loss resulting from Publisher’s failure to comply with Policies and/or Google’s Policies
(9) The Agency has the right to stop monetizing the Publisher’s Website(s) without notice if the Agency becomes aware or suspects that there’s a violation of Google’s Policies and/or Policies in a way that could endanger Agency’s Ad Manager account or any other contract in place.
(10) In the event of a conflict between the IO and these Publisher Network General Terms and Conditions, the terms of the IO will prevail.
(11) Publisher grants Agency a non-exclusive license during the term to use its name and trademarks in marketing and sales materials, website or customer lists, provided, that Publisher has the right to notify Agency in writing if it does not agree to any of the foregoing uses of its name and trademarks.
§ 17 Termination
(1) Either Party may terminate this Contract with or without cause by giving the other Party thirty (30) days prior written notice of its intention to do so.
(2) In addition to the legally established causes for termination, either Party shall be entitled to terminate the Agreement when the other fails to comply or breaches any of the material obligations set forth herein, provided that the terminating Party has fulfilled its obligations and has required the breaching Party to comply with the breached obligations and, after fifteen (15) days since the corresponding notification, the breaching Party has not corrected such breach or non-compliance.
(3) Both Parties have the right of extraordinary termination of this Agreement if the other Party files a petition for liquidation, bankruptcy or insolvency or is held to be insolvent, bankrupt, wound up or liquidated based on a petition filed by a third party.
(4) Upon termination of the Agreement for any reason:
a) Publisher will stop using Agency Technology and the Services.
b) Unless explicitly set out otherwise by this Agreement, each Party will return or destroy all confidential information of the other Party.
(5) Even after any termination of the Agreement made by either Party, those projects or actions which might have begun but were not completed will be continued until the end, unless otherwise agreed by the Parties.
(6) Early termination of the Agreement or expiration of the Term shall not entitle Publisher to claim compensation of any kind, save for damages that may be wilfully or grossly negligently caused to Publisher.
(7) Notwithstanding the termination rights above, Agency reserves the right, to reject or remove from any of the properties any ads, hyperlinks, code or software the subject of this Agreement, software code associated with the advertising materials or the Publisher’s Website(s) to which the Ad is linked for any reason at its reasonable sole discretion, including Agency’s determination that Publisher’s Website(s) does not comply with the Agreement, or that it is likely to cause damage or injury to Agency or other Agency’s clients or their end users, or that do not comply with Policies, or do not comply with any applicable laws or regulations, or are, or may tend to bring, disparagement, ridicule or scorn upon Agency or damage or undermine (or are likely to damage or undermine) its image or business reputation.
(8) In the event of either Party wishing to terminate the Agreement, either Party needs to provide written notice via email provided on the IO to the other Party. Provided compliance by the payee Party, outstanding monies will be paid out in the subsequent payment cycle.
§ 18 Governing law, place of fulfilment and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Spain. For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in Barcelona (Spain) and the competent courts of Barcelona (Spain) will have exclusive jurisdiction to entertain any action arising under or in connection with this Agreement, including, without limitation, any non-contractual claim. Parties to this Agreement each hereby attorn to the jurisdiction of the courts of Barcelona (Spain) in accordance with the foregoing and waive any objection to venue or any claim of inconvenient forum.