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Terms and Conditions

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Adeo LLC Terms *
PUBLISHER GENERAL TERMS & CONDITIONS 
ADEO LLC

Version: 2024/001
Date: 25/01/2024
 
SCOPE
ADEO LLC (hereinafter referred to as “ADEO” or “Company”) is a US public limited company headquartered in Wilmington. ADEO has extensive expertise as a services provider in mobile marketing activities, including strategic and tactical consulting, user acquisition, campaign management, optimization, and integral reporting. Descriptions of these services can be found on the website https://adeo.media.  

The legal entity or natural person (hereinafter referred to as “Publisher”) wishes to participate as a publisher in partner programs set up on the ADEO network platform, governing the placement and delivery of advertising, and/or to use the services of ADEO, as set forth in an Purchase Order between the Company and the Publisher (hereinafter “the Purchase Order”).

These Publisher General Terms and Conditions, together with the terms of the Purchase Order (“PO”) signed between the parties, form the entire agreement between the parties. In the case of any conﬂict or ambiguity between any provision contained in the Purchase Order and any provision contained in the Terms and Conditions, the provision in these Terms and Conditions shall prevail. 

Article 1		Definitions

For the purposes of this Agreement, the terms below shall have the following definitions in both the singular and plural:

-	“Publisher" means the natural person or legal entity that has decided to enter into this Agreement and that has decided to assign ADEO to provide the Services in accordance with the provisions of this Agreement, and whose address is given at the top of the Purchase Order.
-	"Agreement" means these terms and conditions, including the Purchase Order, entered by ADEO and Publisher, arranging all contractual matters between the Parties.
-	“Advertiser(s)” means the third-party clients of ADEO that submit offers and creatives for placement in ADEO’s network for the purpose of (in)direct marketing Advertiser’s products and services. 
-	"Confidential Information" means, without limitation, commercial, financial, marketing, professional and technical data, including know- how, trade secrets, specifications, algorithms, calculations, formulas, processes, business models, diagrams, drawings and any other information of any kind concerning the Disclosing Party (whether written or oral, in any form or medium) and disclosed, directly or indirectly, by or on behalf of the Disclosing Party whether before or after the date of execution of this Agreement.
-	“Effective Date” means the date of signature of this Agreement.
-	"Party" means individually Publisher or Company and “Parties” means Publisher and Company together.
-	“Publisher Account” means the Publisher’s online account at ADEO for keeping track of revenue and statistics.
-	“Publisher Properties” means the mobile applications and websites registered by Publisher over its Publisher Account, over which ads are served.
-	“Publisher Properties Characteristics” means the description and categorizing of Publisher Properties, including accurate and complete descriptions of its content, nature, and functionalities.
-	“Services” means the services provided by the Company to the Publisher.
-	“User Activities” means activities of end users applying the incentive mechanism and/or all other activities relevant for the payment arrangement under a Purchase Order subject to this Agreement.
-	“Qualified Transaction” means a transaction that occurs when a bona fide Internet user views or fulfills some kind of actions (as agreed between the parties) in relation to the ad that appears on the Site(s).



Article 2		General

1.	The present Publisher Terms and Conditions are applicable to all offers, agreements, and Services of ADEO, of whatever nature, unless this applicability is fully or partly expressly excluded in writing and/or unless expressly stipulated otherwise.
2.	This Agreement concerns the rights and obligations of each Party with respect to the Services agreed between the Parties via a Purchase Order, agreed on by Company. The sole obligation of Company is to execute the Services. 
3.	Should one or more provisions of the present Publisher Terms and Conditions or of any other agreement concluded with Company be in breach of a mandatory statutory provision or any applicable legal provision then the relevant provision shall expire and shall be replaced by a new, legally permissible, and comparable provision to be established by Company.
4.	Publisher with whom the present terms and conditions were contracted once is deemed to implicitly agree with the applicability of these terms and conditions to any Agreement concluded with Company later.
5.	In the event of a discrepancy between the content of an agreement concluded by and between Publisher and Company and the present terms and conditions, the content of the Agreement shall prevail.

Article 3		Term and Termination

1.	This Agreement shall be in full force and effect for a period of one (1) year beginning on the Effective Date of the PO and shall automatically renew for successive one (1) year terms, provided that, Company may from time to time, send Publisher a Termination/Pause/Optimization Notification (any and all, the “Notification”) requiring Publisher to stop and/or pause traffic sent to Company as detailed in such Notification. Publisher must adhere to the Notification, immediately and no later than 24 hours after Publisher receives such Notification whereby failure to do so will: (i) constitute a material breach of the PO, allowing Company to immediately cancel all POs with Publisher (“Notification Cancellation Right”) and (ii) release Company from all payment obligations pursuant to any and all existing POs with Publisher.
2.	Company may suspend Publisher’s access to all or any part of the Services immediately, with or without notice, if Company believes in good faith that Publisher or any of Publisher Properties violates any provision, representation, or condition of the Agreement. Company may choose to terminate the Agreement if such violation is not cured within five (5) business days after notice to Publisher.
3.	Upon termination of the Agreement under the abovementioned provisions, all rights and licenses granted to Publisher shall immediately terminate. Publisher shall discontinue all use of the Company Platform and shall have no rights in or to any Account Data or Tracking Data, which shall, as between Publisher and Company, be the exclusive property of Company.
4.	If either Party is in material breach of this Agreement and such breach is not cured within five (5) business days of being notified in writing of the breach, then the other Party may immediately terminate this Agreement and have no liability for any payment related to the Services after the breach notice has been provided to the other Party.

Article 4		Admittance Process

1.	Publisher must establish an Account by completing the registration process on Company’s website (https://adeo.media). Publisher must provide Company with accurate and complete information, including contact and payment information, corporate documentation (Certificate of Incorporation, valid Proof of Address, company registration document), corporate legal address information and tax identification number, valid EIN or VAT number, as well as accurate Publisher Properties Characteristics.
2.	Publisher is solely responsible for submitting to Company its Publisher Properties Characteristics and for keeping such information up to date, including activating or deactivating filters available on the Dashboard and applying various blacklisting and tagging features to screen out certain categories of ads from being served on its Publisher Property.
3.	Publisher will keep its Account information up to date by promptly notifying Company of any changes in the Account information. Account access is provided on a password-protected basis. Company specifically points out that for security reasons access data should be changed regularly.
4.	Publisher agrees to keep access data (such as login data, passwords, and other data required to access the Services) strictly confidential and not to disclose such data to any third party without Company’s written approval in advance.
5.	Publisher agrees not to participate in any unauthorized use of the Account, the login name or password and any other access data. If a third party uses an Account after having gained possession of the access data due to insufficient security exercised by Publisher, the use by that third party shall be deemed as being performed by Publisher.

6.	The Publisher must inform Company immediately upon becoming aware of the fact that an unauthorized third party has gained access data or that an unauthorized third party uses Publisher’s equipment, property and/or system.
7.	In case of a justifiable suspicion that access data are known to an unauthorized third party or that Publisher’s equipment, property and/or systems are or were used by a third party, then, for security reasons, Company reserves the right (but it is not obliged) either to change the access data at its own discretion without prior notification or to block the Account. In such cases, Company will inform the Publisher immediately and provides the new access data upon request within a reasonable time. Publisher has no claim that the original access data must be restored.
8.	Company does not assume any obligation to routinely check offers provided by Advertisers. In case Company is notified that a specific ad is not compliant with its policies, Advertiser contracts, applicable laws or regulations, Company will investigate and at Company’s discretion remove that offer, if necessary.
9.	Upon violation of Publisher’s obligations under this provision because of a willful act or negligence on the part of Publisher, Company reserves the right to terminate the Account and/or to remove Publisher and/or any Publisher Properties from the Service at any time in Company’s sole discretion and without being obliged to pay any compensation to the Publisher.
10.	Publisher will always comply with all applicable policies of third-party platforms that distribute its Publisher Property, including the policies, rules and standards of Apple, Android, Facebook, Microsoft and Google to mobile application developer policies, API terms and all other guidelines posted on their respective websites, whichever may apply to Publisher.

Article 5		Services

1.	Company will enable, for Publishers registered in the Company’s publisher account, the provision of commercial advertisement ads on Publisher’s Site(s) and properties (as defined below) using Company’s platform (the “Services”), track account data and make it available to Publisher. 
2.	Publisher may implement the Services only on such approved Publisher’s properties as set forth in a given PO (the “Site(s)“) and in accordance with the instructions agreed to by the Parties hereto. Any change or amendment to the list of Site(s) must be done in writing and approved in advance by Company. 
3.	Publisher shall be responsible and solely liable for all actions of its partners and affiliates, including without limiting to, compliance with the terms of this Agreement and any PO.

Article 6		License grant and proprietary rights

1.	Subject to these terms and conditions and for the duration of the Agreement, Company hereby grants Publisher a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to: (a) publish and display ads provided by Company within the Publisher Properties in an unmodified form; (b) incorporate the Company API in the Publisher Properties and use the ad codes (included in the ad by Company) to enable Company to deliver ads to users of such Publisher Properties; (c) access and utilize the ad server, and (d) access and use the account data, in each case for purpose of Publisher’s internal business operations only. Nothing contained in this Article 6 shall transfer any right, title, or interest in or to Publisher’s property. As between Company and Publisher, Company and its suppliers retain all rights, title, and interest in and to the Company property.
2.	Subject to these terms and conditions and for the duration of the Agreement, Publisher grants to Company the right and license, in Company’s sole discretion, to: (a) select and publish ads within the Publisher Properties; (b) promote, market and sell to Advertisers and to their advertising agencies or affiliates the rights to place and publish ads within the Publisher Properties; (c) measure tracking data and share such data with Advertisers, to the extent necessary to provide, maintain and improve the Company Platform and the Services; and (d) to access the Publisher Properties, including any password protected area thereof, for the purpose of serving ads and collecting tracking data. Subject to the rights granted herein, nothing contained in this Article 6 shall transfer any (intellectual) right, title, or interest in or to the Publisher Properties and, as between Publisher and Company, Publisher and its suppliers retain all (intellectual) right, title and interest in and to the Publisher Properties.
3.	Publisher shall not modify or alter any offer or any creative. Publisher will only run approved creatives in its advertising of offers and will not create its own creative, unless expressly approved in writing from Advertiser. Any other use of offers or creative(s) will result in immediate termination of this Agreement and the loss of payment for User Activities.





Article 7		Tracking and Reporting

1.	Company will provide Publisher with access to its reporting interface enabling Publisher to view reporting details and estimates of amounts owed to Publisher under the relevant PO.
2.	Publisher is advised to provide confirmation to Company, either electronically or in writing, stating whether Traffic has been initiated and begun delivery.
3.	Publisher agrees and acknowledges that all tracking of User Activities will be determined solely by the Company Tracking Method. Calculation of payments made hereunder to Publisher will be made solely on Company’s reporting system and statistics. Publisher further agrees and acknowledges that the determinations of Company with respect to the Tracking Method and/or Revenue Share and other fees are final. Company takes commercially reasonable measures to ensure that its Tracking Method at any point shall meet technical industry standards, but it cannot guarantee the absolute accuracy of the Tracking Method. If discrepancies occur, the parties will negotiate in good faith an amiable solution, otherwise Company’s numbers will be decisive.
4.	Publisher shall not (a) directly or indirectly generate events, conversions, impressions, clicks or sales on any ads, through any automated, false, fraudulent, or other invalid means; (b) edit or modify any information in an ad or (c) provide anything other than a direct link from an ad to an Advertiser’s page.
5.	It is hereby clarified that non-qualified transactions are not payable. Company may, at its discretion, discount, credit back or accrue a credit against revenue shares already provided to the Publisher for transactions which were deemed to be non-Qualified Transactions following payment. It is noted that transactions due to injection traffic, bot traffic or automatic injections by toolbars shall not be considered Qualified Transactions. To the extent that inventory is determined by Company to be a result of non-qualified transactions, then, in addition to any other remedy available to Company, Publisher agrees that invalid impressions and actions shall not be payable by Company. All payments previously made by Company to Publisher on account of Publisher Sites which are subsequently deemed to include non-qualified transactions shall be promptly refunded to Company. Company shall have the right to off-set any amounts owed to it pursuant to this paragraph against any amounts owing to Publisher under this Agreement.
6.	Publisher shall ensure that it does not collect personal information and that it shall not distribute or trigger any malicious software that may harm either Company's or its end-users’ systems or equipment or slow down its end-users’ websites or make those websites inaccessible.

Article 8		Representations and Warranties

1.	Publisher warrants and represents that:
a.	All information provided to Company is correct, complete, and current.
b.	Publisher is the owner of each Site, or it is legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and PO and Publisher has secured all necessary licenses, consents, and authorizations for operation of the Services.
c.	Publisher has all necessary right, power and authority to enter into this Agreement and PO and to perform the acts required hereunder and the Publisher’s performance under this Agreement and PO shall at all times comply with all applicable laws, rules and regulations, including without limitation, privacy laws, data protection laws and regulations (including, Applicable Data Protection Law, as defined in Article 16 below) , propriety laws, intellectual property laws.
d.	It shall put in place and maintain on the Site(s) a clearly labeled and easily accessible privacy policy that provides users with clear and comprehensive information and which complies with all applicable laws and regulations regarding data protection and the privacy of the users’ personal information (including Applicable Data Protection Laws, as defined in Article 16 below), and which clearly explains to users its policies and procedures regarding the collection, processing and use of personal data.
e.	It has obtained and will continue to obtain all necessary approvals and consent (in accordance with applicable law including Applicable Data Protection Law) in relation to any Personal Data Controlled by the Publisher and Processed (each as defined in Schedule 1) by Company.
2.	Publisher further represents and warrants that the Site(s) and any material displayed therein:
a.	Complies with all applicable laws, statutes, ordinances, and regulations and does not contain or promote links to any website(s) or app(s) that contains defamatory, abusive, violent, sexually explicit, inappropriate, or illegal content.
b.	Does not breach and has not breached any duty or rights of any third party or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.

c.	Does not include content that is pornographic, illegal, racist, libelous, defamatory, contrary to public policy or otherwise inappropriate or unlawful or content that or contain viruses or similar programs that might harm data or computer systems, hate speech, “spam”, malicious code, adware, spyware or drive-by download applications, racism, mail fraud, pyramid schemes or investment opportunities or advice not permitted by law.
d.	Do not and will not interact with end users’ browsers in any manner including without limitation by the installation or offering of any toolbars or toolbar applications, advertising texts, coupons, intext, ad injections, search enhancement and data exchange modules or price comparison applications.
e.	Do not and will not engage in any fraudulent activity, including without limitation fictitious downloads or installations, automated and/or fraudulent clicks, malware; or violating any applicable law prohibiting “spam” or other electronic messages. Company makes no guarantee regarding the level of impressions of, actions or views on any ad, the timing of delivery of such impressions, actions and/or views and the revenue for the Publisher.

Article 9		Financial Terms

1.	In return for the Services, ADEO shall retain a percentage of the Net Revenues (“Revenue Share”) derived from the Services, as set forth in the PO. Net Revenue means the revenue actually received from Advertisers in relation to Qualified Transactions as part of the Services, less any taxes that ADEO is required to pay or collect in relation to the supply of Services, any credit card processing fees, bad debt and charge-backs, commissions or discounts allowed or paid to advertising agencies, refunds to Advertisers and third-party partners and other payments to third parties if applicable. 
2.	Company will pay Publisher in accordance with the revenue statement thirty (30) business days following the end of the calendar month for which payment is due.
3.	In consideration of the agreed Revenue Share, Company generates credit notes for the approved amounts and shall pay these approved amounts to a bank account nominated in writing by the Publisher. Disputed amounts shall not be payable by Company unless and until the dispute has been resolved.
4.	Publisher is responsible for providing and maintaining accurate contact and payment information. Publishers assume complete and sole responsibility for any taxes, fees and other levies owed by them because of this Agreement.
5.	Publisher is to note that when the campaign description does not include specific KPIs, Publisher must consider 10% to 20% retention rate at the 7th calendar day of the installation as a usual and normal expectation from Company’s Advertisers. Not respecting this policy would automatically result in the cancellation of Publisher’s payment.
6.	Fraudulent activity (“Fraud”) includes, among others and without limitations, (a) any action taken by Publisher, or anyone for whom in law Publisher is responsible, which is intended to inflate, either directly or indirectly, the Revenue Share payable to Publisher; and/or (b) the generation of leads by a mechanism not approved or acceptable by Company, including the use of unsolicited email (SPAM) to promote Publisher Properties, automatic redirecting of visitors, blind text or misleading links, forced clicks, bots or any other method or automatic process that may lead to an artificially high number of delivered clicks or other User Activities. Company reserves the right, where it has a reason to believe in good faith that Fraud took place, to withhold or suspend payment of associated Revenue Share, unless and until Publisher provides evidence satisfactorily establishing the validity of such User Activities. The remedy set forth in this section is cumulative and in no way limits or waives any other remedies available to Company.
7.	In the event any Publisher’s Website is not available during more than two (2) hours or if ads are not published as agreed between the Parties, Company is not obliged to reimburse Publisher for such period and, in case of prepaid revenue, Publisher is obliged to refund any such prepaid revenue.
8.	Notwithstanding anything to the contrary herein, Company shall not be liable for any payment based on events described under Article 9.6 above. Thus, Company may, in its sole discretion, refuse and/or reduce the payment of the agreed share due to Fraud.
9.	Publisher shall not earn fees on Invalid Actions, as determined by Company in its sole discretion. Company may also withhold payment to Publisher, offset against other payments owed to Publisher, or recover directly from Publisher if Company determines, in its sole discretion, that Publisher has engaged in unauthorized activity, including the generation of Invalid Actions, or breached its obligations under this Agreement. In addition, if an Advertiser withholds payment to Company or charges back previous payments because of actions of Publisher, Company may also withhold payment to Publisher or offset such charge backs against other payments due Publisher (or if no other payments are due Publisher, Publisher shall remit payment to Company upon demand by Company).
10.	In case of termination of Services (by either Party) or liquidation of the Publisher or a relevant application or petition by the Publisher, the claims of Publisher and the obligations of Company vis-à-vis the Publisher shall immediately fall due, and Company will pay, after subtracting an amount of USD 100 for all administrative handling and GDPR compliances, the open, confirmed and accrued, amount within 10 working days after finalization of all administrative obligations.
11.	If Publisher’s account is inactive for a period of sixty (60) consecutive calendar days (meaning Publisher has not generated any Actions during such period), Publisher shall lose its right to continue to receive fees from its referrals, if applicable, of other Publishers to Company. If Publisher’s account is inactive for a period of three (3) consecutive months, Publisher’s account shall be closed, and Publisher shall forfeit any remaining balance in its account to compensate Company for the administrative costs of maintaining and closing an inactive account.

Article 10	Confidentiality

1.	Publisher agrees to keep confidential the terms herein, the terms of the PO and all numbers, statistics, and information with respect to the Services. Publisher agrees to keep all and any non-public information which is given by Company confidential, unless otherwise approved in writing by Company. Company may disclose the terms of the PO to third party processors on its behalf and to its advisors as necessary.
2.	The Parties agree that the following shall be treated as strictly confidential under the Agreement: 
a.	All the provisions of the Agreement.
b.	All information of any kind whatsoever communicated or disclosed by either Party to the other Party either in writing or orally in the context of the negotiation or performance of the Agreement.
c.	Any information of any kind and in any format whatsoever, to which either Party may have access under the Agreement.
3.	Consequently, the Parties agree to keep this information strictly confidential and agree not to disclose it to persons other than those who are entitled to know it under the Agreement. The Parties also agree to use this information only to perform the Agreement.
4.	The Parties warrant that their employees and any subcontractors shall comply with this confidentiality commitment.
5.	This confidentiality commitment shall remain valid throughout the term of the Agreement and for a period of five (5) years after the termination, for any reason whatsoever, of the Agreement.
6.	The confidentiality commitment shall not apply to confidential information which: 
a.	Became public domain prior to its date of disclosure or communication.
b.	Becomes public domain after its communication and/or disclosure without the cause being attributable to one of the Parties.
c.	Shall have been legitimately obtained from a third party to the Agreement without breach of an obligation of confidentiality.
d.	Is developed by one of the Parties independently of the Agreement without breach of an obligation of confidentiality.
7.	This confidentiality commitment also does not apply to the tax, administrative and judicial authorities, as well as to certified public accountants and statutory auditors.

Article 11		Publisher network

1.	If Company grants approval for Publisher to use sub-publishers in publishing and distributing offers hereunder, Publisher agrees to comply with the following requirements:
a.	If the Publisher operates a publisher network with its own (sub-) publishers, the Publisher shall make sure that the terms of the Agreement, including, but not limited to the campaign terms, are also effectively imposed on its sub-publishers and the Publisher shall bear full responsibility to comply with the terms of the Agreement, regardless of any fault of any sub-publisher.
b.	Upon request by Company, the Publisher shall give evidence, through veriﬁable means, that Publisher‘s sub-publishers have accepted effectively the Publisher terms including the campaign terms prior to allowing to display the Advertiser ads on the sub-publisher´s publisher media. Publisher agrees to always maintain its publisher network according to the highest industry standards. All sub-publishers must be in good standing with the Publisher. In case of doubt, any reference in the Agreement to the Publisher shall refer to the Publisher as well as to a sub-publisher.
c.	In case of an alleged or actual breach of the Agreement, including the campaign terms, to be determined upon Company‘s sole discretion, by a sub-publisher of the Publisher, the Publisher shall immediately:
i.	disclose the identity and contact details of the respective sub-publisher to Company;
ii.	remove the sub-publisher from the partner program;
iii.	upon explicit request by Company ban the sub-publisher from the participation in future partner programs with Company and / or the Advertiser.


Article 12		Publicity

1.	Publisher agrees that Company may include Publisher’s name (including any trade name, trademark, service mark and logo) and logo in its marketing materials and sales presentations, listings, and financial reports.

Article 13		Indemnification

1.	Publisher agrees to defend, indemnify and hold harmless Company and each of its affiliates and their respective directors, officers, shareholders, employees, agents and representatives from and against any and all damages, injuries, costs, losses, liabilities and expenses (including court costs and reasonable attorneys’ fees) in relation to any proceeding, legal action, arbitration or other claim, whether or not involving third party’s claim, in relation to (i) alleged breach of Publisher’s representations, warranties and obligations made hereunder , or (ii) Publisher’s collection or use of any data in connection with this Agreement or any PO; or (ii) the Site(s), the content of the Sites and the use by Company and its advertising partners and affiliates of the Sites or Publisher’s services and materials (iii) any claim related to the modified or amended ads or materials or based on an assertion that the Publisher, the Sites or the content linked therewith, infringe any right of third party, including without limited to, intellectual property right.
2.	Publisher expressly agrees to indemnify Company, Advertiser, and all other indemnitees for claims arising out of, or related to, the conduct of sub-publisher(s).

Article 14	Limitation of Liability

1.	Company will not be liable for any consequential, incidental, indirect, punitive, special, or other similar damages and any loss of profits, loss of revenues, loss of savings, loss of clientele, loss of use or loss or corruption of data, whether under tort, contract, or other theories of recovery, even if Company should have been aware or advised of the possibility of such damages.
2.	Company’s services are made available to publisher on an “as is” basis and without any warranty or representation, whether expressed or implied, of any kind including, but not limited to, warranties of merchantable quality, satisfactory quality, fitness for a particular purpose, noninfringement, or those arising by law, statute, usage of trade, or course of dealing. 
3.	Company does not warrant or guarantee that the service or the operation thereof will be uninterrupted or will meet publisher’s needs. Publisher understands and agrees that the Services and actions in relation thereto are being affected by automated means and third parties, and Company is not responsible for, nor does it give any warranty or representation as to the outcome of such process.
4.	In no event will Company’s liability arising out of this agreement from any cause of action whatsoever will exceed the aggregate amounts actually paid under this agreement to Publisher during the three (3) months prior to the date the cause of action arose. Company is not responsible for any web sites, application(s) or material that can be linked to or from the ads or for the results of any act or omission of any Advertiser or any other provider of or for Company.

Article 15		Force Majeure

1.	For the purposes of the Agreement, a case of force majeure shall be understood to mean any unforeseeable external event that cannot be overcome preventing one of the parties from performing the obligations incumbent upon it under the Agreement, such as fires, floods and other natural disasters, or failure by a vendor, provided that it is proven that it could not be overcome, or the modification of any regulation applicable to the performance of this Agreement with these characteristics.
2.	The occurrence of a case of force majeure claimed by one of the Parties must be reported to the other Party by certified letter return receipt requested within fourteen (14) calendar days as of the occurrence of this event, and shall, initially, automatically suspend the performance of the Agreement.
3.	Subsequently, and unless the Parties agree to otherwise, if they see that the case of force majeure continues after a period of two (2) months, the Agreement shall be terminated automatically without giving rise to any compensation whatsoever being paid by either Party to the other.






Article 16	Data Protection

1.	For the purposes of these Terms and Conditions ‘Applicable Data Protection Law’ shall mean:
a.	Any applicable local implementing legislation of the Data Protection Directive.
b.	From 25th May 2018, the General Data Protection Regulation ((EU) 2016/679 (“GDPR”), read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules.
c.	From the date of implementation, any applicable local legislation that supersedes or replaces the GDPR in a country or territory or which applies the operation of the GDPR as if the GDPR were part of any applicable local legislation.
d.	Any other applicable data protection or privacy law of any jurisdiction. 
2.	Company and the Advertiser agree to comply with the relevant provisions of Applicable Data Protection Laws. 
3.	All data collected, including Personal Data, is subject to Company’s Privacy Policy which is incorporated by reference into and made part of this Agreement (for more information, see Company’s Privacy Policy at https://adeo.media/privacy-policy). To the extent that any party processes any personal data that is either Controlled (as defined in Schedule 1) by another party in relation to this Agreement or Processed (as defined in Schedule 1) by another party on behalf of a third party Controller, it shall comply with the provisions contained in Schedule 1 of this Agreement. Where relevant, Publisher warrants and undertakes that it has obtained and shall obtain all necessary consents (in accordance with all applicable law, including Applicable Data Protection Law) in relation to any Personal Data Controlled by the Publisher and Processed (each as defined in Schedule 1) by Company in accordance with this Agreement.
4.	To the extent that any party processes any personal data that is either Controlled (as defined in Schedule 1) by another party in relation to this Agreement or Processed (as defined in Schedule 1) by another party on behalf of a third-party Controller, it shall comply with the provisions contained in Schedule 1. 

Article 17		Governing Law and Disputes

1.	This Agreement and the ensuing relationship between the Parties shall be construed in accordance with and governed by US Delaware law.
2.	Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be at first settled amicable within thirty (30) business days and finally settled by the Delaware Rapid Arbitration Act (“DRAA”).

Article 18	Severability

1.	If one or more provisions of the Agreement are held to be invalid or held as such pursuant to a law, a regulation or following a final decision by a court with jurisdiction, the other provisions shall retain their full force and effect.

Article 19	Entire Agreement

1.	This Agreement expresses all the agreements related to its purpose existing between the Parties and supersedes all prior or contemporaneous letters, proposals, offers, and agreements related to the same purpose. 
2.	The Parties hereto are independent contractors, and this Agreement does not create an agency, joint venture, or partnership. 
3.	This Agreement may only be amended by a subsequent written agreement signed by the Parties.
4.	Failure by one of the Parties not to claim a breach by the other Party of any of the obligations referred to herein may not be interpreted in the future as a waiver of the relevant obligation.
5.	This Agreement is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or in the PO. 
6.	Neither Party may assign or transfer its rights under this Agreement without the prior written consent of the other Party; provided that such consent is not required in the case of merger, acquisition, or sale of all, or substantially all, of the assigning Party’s assets, stock, or business. 
7.	This Agreement shall not prevent Company from entering into similar agreements with third parties, including other Publishers within the same area of business as Publisher, or from independently developing, using, selling, brokering, or licensing products and/or services which are similar to those provided under this Agreement.

8.	Company reserves the right to modify, from time to time and in its sole discretion, any of the terms of this Agreement and Publisher waives the right to receive notifications for changes. If Publisher continue the use of the services, it shall be deemed as acceptance by Publisher of the modifications or changes. If Publisher does not agree to the modifications or changes, Publisher shall provide Company with written notification and stop using the services. 
9.	No online click-through or online terms and conditions or policies shall be deemed to have modified this Agreement and the terms herein or any applicable PO signed in relation thereto, notwithstanding any requirement to technically click on or accept any such terms.

SCHEDULE 1	DATA PROTECTION

1.	In this Schedule the following terms shall have the following meanings:
1.1.	“Controller” shall have the same meaning as set out in Applicable Data Protection Law;
1.2.	“Data Subject(s)” shall have the same meaning as set out in Applicable Data Protection Law;
1.3.	“European Economic Area, EEA” means the member states of the European Union from time to time plus additional states that are party to the EEA Agreement from time to time;
1.4.	“Personal Data” shall have the same meaning as set out in Applicable Data Protection Law;
1.5.	“Personnel” shall mean any staff (including temporary, casual and unpaid workers) and sub-contractors employed or appointed by the Processor;
1.6.	“Processing” shall have the same meaning as set out in Applicable Data Protection Law and other parts of the verb “to process” shall be construed accordingly;
1.7.	“Processor” shall have the same meaning as set out in Applicable Data Protection Law;

2.	For the purposes of this Schedule the Parties agree that either Company or the Publisher may be the Controller or the Processor under this Agreement.

3.	Where the Processor Processes Personal Data on behalf of the Controller, the Processor shall:
3.1.	process the Personal Data only in accordance with the documented instructions of the Controller;
3.2.	implement appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures shall be appropriate to the harm and risk which might result from any unauthorized or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
3.3.	only employ or appoint Personnel to Process the Personal Data who have given binding undertakings of confidentiality;
3.4.	not transfer Personal Data outside of the EEA without the prior written consent of the Controller and (where the Controller consents to such transfer) covenant that the transfer shall be made in such a way as to ensure that the level of protection offered to natural persons by Applicable Data Protection Law is not undermined, which may, at Controller’s election, involve the parties entering into standard contractual clauses as approved pursuant to ‘Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries’ (or any applicable superseding clauses);
3.5.	comply with any obligations placed on it under Applicable Data Protection Law;
3.6.	obtain prior written consent from the Controller to transfer the Personal Data to any third parties and where the Controller consents, the Processor shall:
3.6.1.	ensure that the third parties are subject to, and contractually bound by, at least the same obligations as the Processor under this paragraph 3.6;
3.6.2.	provide to the Controller copies of any documentation to demonstrate compliance with the obligations under this paragraph 3.6; and
3.6.3.	remain fully liable to the Controller for all acts and omissions of any third parties;
3.7.	immediately alert and inform the Controller of a Personal Data breach (including, but not limited to, any unauthorized or unlawful Processing, loss of, damage to or destruction of the Personal Data) suffered by the Processor or third parties to which Personal Data has been transferred (“Personal Data Breach”) and provide all necessary co-operation and assistance to enable the Controller to comply with its obligations under Applicable Data Protection Law;




3.8.	permit, or procure permission for, the Controller (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Processor’s data Processing activities (and/or those of its agents, sub-contractors, Affiliates and third parties) and comply with all reasonable requests for information or directions by the Controller to enable the Controller to verify and/or procure that the Processor is in full compliance with its obligations under this Agreement;
3.9.	immediately notify the Controller if it receives a request from or on behalf of a Data Subject to have access to that person’s Personal Data or to exercise any of their other rights under Applicable Data Protection Law (a “Data Related Request”);
3.10.	not respond to any Data Related Request without the prior written consent of the Controller and shall provide the Controller with full co-operation and assistance in relation to a Data Related Request, including by: (a) providing the Controller full details of the Data Related Request; (b) assisting the Controller to comply with a Data Related Request (within any relevant timescales required by applicable law, including Applicable Data Protection Law and in accordance with their instructions); (c) providing the Controller with any Personal Data it holds in relation to an individual; and (d) providing the Controller with any other relevant information requested by the Controller;
3.11.	unless applicable law requires otherwise, upon termination of this Agreement: (a) at the option of the Controller comply or procure the compliance with the following: (a.i) return to the Controller all Personal Data and any other information provided by the Controller to the Processor; and/or (a.ii) delete all Personal Data provided by the Controller to the Processor permanently, safely and securely and provide the Controller with a certificate of destruction; and (b) cease to process the Personal Data;
3.12.	where the laws of the country where the Processor is established require the Processor to transfer the Personal Data to a third country or an international organization, inform the Controller as soon as reasonably possible of that legal requirement unless that law prohibits such communication on important grounds of public interest.
4.	The nature/purpose of the Processing under this Agreement is to enable the Controller to carry out its obligations under the Agreement.
5.	The duration of the Processing under this Agreement will be for the term of the Agreement or as otherwise required by applicable law.
6.	The types of Personal Data which may be subject to Processing under this Agreement may concern employees, consultants, subcontractors, or customers of each Party.
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