These terms and conditions (hereinafter, "Terms and Conditions") regulate the licensing, access, use and benefit of the Platform (as defined in Clause 1 of these Terms and Conditions).

Notwithstanding anything to the contrary, under these Terms and Conditions:

• Anyone who registers and/or makes use of the services offered by the Platform agrees to be bound by these Terms and Conditions from the moment of registration and for the duration of the use, in any form, of the services offered by the Platform.
• Anyone accessing, registering, or using the Platform on behalf of an entity represents and warrants that they are authorised and intend, by such actions in connection with the Platform, to fully bind the entity to these Terms and Conditions.
• Anyone who does not agree with, or is unable to ensure the foregoing, should immediately refrain from: (i) registering or registering an entity on the Platform, (ii) accessing, browsing or using the Platform, or taking any action to access, use or benefit from any features or services provided through the Platform.

For the avoidance of doubt, throughout these Terms and Conditions, unless the context requires otherwise:

• A reference to the singular includes the plural and vice versa.
• A reference to "anyone" includes a natural person, legal person, or unincorporated entity (in each case, whether or not it has legal personality of its own) and the personal representatives, successors and permitted assigns of such a person.
• A reference to "including”, including synonyms, shall be understood as “including (without limitation)".
• A "person" includes any individual, corporation, partnership, or other entity that can sue and be sued, and any legal successor or representative of that person.

Any reference in these Terms and Conditions to the “Parties” shall be construed to include both Adport, and anyone bound to these Terms and Conditions.

NOW, THEREFORE, the Parties agree to be bound by these,

CLAUSES

1. DEFINITIONS

1.1. The following terms shall have the following meanings under these Terms and Conditions, any term expressly defined throughout these Terms and Conditions shall have the meaning set out therein.

• Account: shall mean an operational user account on the Platform, issued by the Licensee for YOU to use and access the Platform.
• Advertising Content: shall mean any banner or advertisement provided and licensed by any advertiser for display on a website in any format, including text, videos, logos, designs, trademarks, copyrights, and/or banner and/or graphic advertisements.
• Confidential Information: shall mean all information that could reasonably be expected to be objected to by the Parties for any reason if such information became generally known; In particular, but without limiting the generality of the foregoing, it includes any information obtained orally, in writing, graphically, or electronically related to the operations, businesses, clients, and/or marketing strategies of the Licensee and the Platform. This Confidential Information shall include the principles of operation of the elements and components of the Platform, business plans, user and client lists, operating procedures, trade secrets, design formulas and programming code, know-how and processes, software programs and inventions, discoveries, improvements of any kind, as well as any form of technological information, designs, blueprints, scripts, software, methodologies, work plans, or any type of information related to the Platform.
• End User(s): shall mean any internet user who, in good faith and legitimately, interacts with Advertising Content.
• Intellectual Property Rights or "IPR”: shall mean all intellectual property rights (including, without limitation, personal or patrimonial rights such as copyright) recognized, now or in the future, by the intellectual property laws of Spain or any other applicable jurisdiction, including, without limitation, all inventions (including computer-implemented inventions with or without patents), patents, utility models, industrial designs, semiconductor topography rights, registered or unregistered trademarks and service marks, reproduction rights, logos, trade dress and trade names, know-how, domain names, and associated goodwill, including, in each case, the ability (if any) to (i) apply for any necessary or desirable registration to obtain or protect such rights worldwide and any registration thereof and (ii) claim damages or any other remedy for the infringement of such rights.
• Licensor: shall mean FDX MEDIA SAAS S.L., who owns and operates the Platform.
• Licensee: shall mean Adport, who has been granted a license to use the Platform by the Licensor.
• Material(s): shall mean any content or material, of whatever nature, that YOU introduce on the Platform, including, but not limited to, advertisements, campaigns, landers, tags, trademarks and trade names, and/or any advertising and marketing content or material (including trademarks, graphic designs, sounds, images, video, software, marketing strategy documents, any Advertising Content, keywords or similar content.
• Personal Data: shall mean data as defined in personal data protection legislation or any similar law or regulation applicable to the use of the Platform.
• Platform: a technological solution or software developed and owned by the Licensor, which includes all those programs, routines, patches, plug-ins, emulators, controllers, communication protocols and any other logical resources that are necessary for its correct functioning.
• Pre-existing IPR: shall mean, without limitation, any patents, trademarks, copyrights, trade secrets, know-how, and any other proprietary rights that were developed, acquired, or otherwise obtained prior to the effective date of these Terms and Conditions or independently of the other Party's involvement under this Terms and Conditions.
• Programmatic Traffic: shall mean any banner or advertisement provided and licensed by an advertiser for display on a website in any format, including text, videos, logos, designs, trademarks, copyrights, and/or banners and/or graphic advertisements.
• Services: shall mean the services that under these Terms and Conditions, are provided through the Platform, including: (a) a license to use the Platform and (b) the Services and features of the Platform, as detailed in Clause 2 of these Terms and Conditions and/or in the Service Order.
• Service Order: shall mean any written order, commercial agreement, proposal, or similar document entered into between the Parties that references these Terms and Conditions and describes the specific Services.
• Subsidiary Account(s): Shall mean an operational user account on the Platform, issued by YOU to a third-party to use and access the Platform, according to the Terms and Conditions.
• Maintenance Services: shall mean the maintenance and assistance services that involve preventive maintenance of the Platform, including reviewing to identify possible malfunctions, errors, and/or vulnerabilities, as well as identifying potential improvements, as specified in these Terms and Conditions.
• YOU/YOUR: shall mean any person and/or entity entitled to access and use the Platform under these Terms and Conditions.

2. PLATFORM FEATURES AND CONFIGURATION

2.1. The Platform is a Software as a Service (SaaS) designed to facilitate the buying, selling and optimisation of Programmatic Traffic, as well as the management of campaigns between the main players in the digital advertising ecosystem. The Platform allows to programmatically connect traffic sources (webmasters, or app/network developers) with traffic demands (advertisers, agencies or networks) through efficient integrations.

2.2. The Platform allows integration through the following market-standard protocols: OpenRTB; Header Bidding/Prebid; JS tags/HTML; and/or Feeds XML. The above protocols support different advertising formats, such as "Display/Banner", "Video", "Native", "Interstitial", "Rich Media", "Pop", and/or "Push".

2.3. The elements, features and content of the Platform and the content displayed therein are the result of the activity of the constituent components and are always "as available, as configured and as technically required”, without warranty, express or implied, statutory or otherwise, as to the configuration and content thereof and YOU expressly release both the Licensor and Licensee, and disclaim all representations and warranties, conditions or other terms, whether express or implied, including, without limitation, any warranties, conditions or terms of merchantability, fitness for a particular purpose, reasonable care and skill, non-infringement, satisfactory quality, accuracy or completeness.

2.4. In no event shall neither the Licensor nor the Licensee have any obligation of result, validation, or corroboration, by any means or person, of the information submitted to the Platform or made available through the Platform. YOU acknowledge and agree that (i) the Licensor is not obliged to verify (although it has the right to do so) the content and information displayed on the Platform and for the action and/or inaction of End User and third parties, errors or inaccuracies in registration, measurement, structuring or display, and (ii) therefore, cannot be held liable for any consequences arising as a result thereof.

2.5. The Platform shall have the configuration, in differentiated environments, the functionalities and features that it presents at any given time. The Licensor reserves the right to make any modifications it deems necessary to the Platform, including but not limited to modifications, deletions or alterations to its functionalities, services, technical operation, and/or the interface.

2.6. An internet connection and a JavaScript-compatible web browser are required to use the Platform. YOU shall be obliged to strictly comply with the set of guidelines both for traffic routing and for product offers or content made available on the Platform.

2.7. YOU are expressly prohibited of performing and/or entering into, the actions or behaviours specified in the provisions of Clause 5, which may only occur with the express consent of the Licensor, or under the terms set forth in these Terms and Conditions, and shall be subject to the imposition of any sanctions or penalties applicable, without prejudice to any legal means available to the Licensor.

2.8. YOU acknowledge that any misuse of the Platform or its website may give rise to a claim for damages and/or constitute a criminal offence. Neither the Licensor nor the Licensee are liable to YOU or any third party for the consequences or circumstances arising from any modification, deletion, or alteration to the Platform.

2.9. The Platform may support integrations with third-party tools, APIs, plugins, or software. YOU acknowledge that these are provided by external providers and are not under the Licensee's control. In this regard, (i) the Licensee is not liable for any errors, malfunctions, security breaches, or disruptions caused by third-party integrations, software updates, or external API failures, (ii) YOU are responsible for ensuring that any third-party tools YOU use comply with applicable laws, security standards, and technical requirements, and (iii) the Licensor reserves the right to modify, limit, or discontinue integrations at any time without liability.

3. PLATFORM ACCESS AND REGISTRATION

3.1. Registration process

3.1.1. In order to access the Services, YOU must complete the form or order form provided by the Licensee.

3.1.2. YOU shall provide valid and complete information, with the terms, conditions and content requested in the registration form, and YOU shall be obliged to regularly update such information. If YOU provide or maintain incomplete, invalid, incorrect and/or outdated information and the Licensee has grounds to believe that any information provided by YOU is incomplete, invalid, incorrect and/or outdated, the Licensee may, at its sole discretion, block or delete such Account or deny YOU the use of the Platform.

3.1.3. The Licensee reserves the right to require YOU at any time to verify the information provided at the time of registration or at any time thereafter, and to request any documents justifying or accrediting the information provided.

3.1.4. Notwithstanding the foregoing, the Licensee shall not be liable for the accuracy of the registration information provided by YOU, and YOU shall be solely responsible for any consequences, errors and mistakes that may arise from the lack of accuracy of such information.

3.2. Passwords

3.2.1. YOU acknowledge and agree that the Account and the password associated with it are personal and non-transferable.

3.2.2. The password shall be generated by YOU in accordance with the robustness and complexity standards established by the Licensor from time to time. YOU shall be responsible for your password's safekeeping and undertake not to assign the use of the password to third parties, either temporarily or permanently. YOU shall be liable for any unlawful use of the Platform by unauthorised third parties, due to unauthorised disclosure or loss of your password.

3.2.3. Pursuant to the above, YOU must immediately notify the Licensee of any circumstance that allows the improper use of your password, such as theft, loss, or unauthorised access to them, to proceed to their immediate cancellation. Until such events are communicated, the Licensor and the Licensee shall be exempt from any liability that may arise from the misuse of passwords by unauthorised third parties, to the full extent permitted by law.

3.2.4. YOU shall be liable for any damages that may arise from a breach of the password-related obligations or unauthorised access to the Account, especially if such a breach causes damage to, or misuse of, the Platform.

3.3. Unauthorised access

3.3.1. YOU will immediately inform the Licensee of any unauthorised access to the Platform through your Account.

4. TERM AND TERMINATION

4.1. Term. These Terms and Conditions shall come into force on the date of their acceptance by YOU (the "Effective Date") and shall remain in effect for the entire duration of your use of the Platform and its Services, unless otherwise expressly stated in the Service Order.

4.2. Termination. These Terms and Conditions may be terminated: (i) by YOU, at any time, under the circumstances set forth in the Service Order; (ii) by the Licensee, with immediate effect, if YOU violate these Terms and Conditions, applicable laws, or engage in fraudulent or abusive behavior, or as specified in Clause 5.4; or (iii) automatically, if the Platform or its Services are discontinued. Upon termination, rights to access and use by YOU of the Platform and its Services shall cease immediately. Any provisions of these Terms and Conditions that by their nature should survive termination shall remain in effect.

4.3. Account suspension or deletion by the Licensor. The Licensor shall have the right to suspend and/or delete any Account upon detection of any breach of these Terms and Conditions, without prior notice. YOU shall not be entitled to any refund of any amount, irrespective of any other liability that may be claimable against YOU. Where appropriate, the Licensor shall inform YOU in the suspension notice of the conditions for the recovery of the Account and may set a time limit for remedying the suspension.

5. PROHIBITED USES

5.1. When accessing and using the Platform and engaging in any related activity, YOU are prohibited from and shall refrain from:

• 5.1.1. Using the Platform in any manner that may cause damage, interruptions, inefficiencies, or malfunctions in its operation, functionality, or in the computer systems of any third party.
• 5.1.2. Using the Platform to transmit, install, or publish any virus, malicious code, or other harmful programs or files, or engaging in any action through the Platform that results in such consequences.
• 5.1.3. Using the Platform in any way that poses a security risk to the networks or to other Users, or that promotes or enables hacking in any form or manifestation.
• 5.1.4. Carrying out any action that causes disproportionate or unnecessary saturation of the Platform's infrastructure, its systems or networks, or any systems and networks connected to it.
• 5.1.5. Using the Platform without the necessary training or in an unlawful manner, in bad faith, contrary to morality and public order, or in violation of the spirit of these Terms and Conditions and the usual nature of the activities provided through the Platform.
• 5.1.6. Breaching or attempting to breach the security measures of the Platform, any network connected to it, or the security or protection measures inherent to the content offered therein.
• 5.1.7. Disrupting the normal operation of any activity, whether for profit or otherwise, carried out by the Licensee or third parties on the Platform or any of its functionalities, whether by illegally or otherwise altering access, participation, or operation, falsifying the results thereof, and/or using fraudulent participation methods by any means.

5.2. Additionally, YOU undertake and represent that you shall not use the Platform for any purposes other than its intended and customary use, nor use it in violation of the law or these Terms and Conditions. Any improper use or use contrary to these Terms and Conditions may result in the suspension or termination of the Account in accordance with Clause 5 of these Terms and Conditions.

5.3. User conduct and compliance with laws and third-party rights

5.3.1. YOU agree to comply with all applicable local, national, and international laws, regulations, and industry standards when accessing and using the Platform, including, but not limited to, laws and regulations specified in Clause 6.4, intellectual property laws, consumer protection laws, privacy laws, data protection regulations, and advertising standards.

5.3.2. YOU represent and warrant that all Materials, content, and activities conducted through the Platform:

• Do not infringe any third-party rights, including but not limited to, intellectual property rights (e.g., copyrights, trademarks, patents, and trade secrets), privacy rights, image rights, and publicity rights.
• Do not violate any contractual obligations YOU may have with third parties, including licensing agreements or confidentiality obligations.
• Do not contain false, deceptive, misleading, or unlawful content that could violate advertising or consumer protection laws.
• Do not engage in any unlawful, fraudulent, misleading, or deceptive practices, including unfair competition, defamation, or false advertising.

5.3.3. YOU shall be solely responsible for ensuring that YOU have all necessary rights, licenses, consents, and permissions to use, upload, display, or distribute any Materials on the Platform. YOU shall provide evidence of such rights to the Licensee upon request.

5.3.4. Both the Licensor and Licensee reserve the right to:

• Request proof of compliance with applicable laws and third-party rights at any time.
• Immediately remove any content or suspend any activity that is reasonably suspected of violating legal obligations or third-party rights.
• Suspend or terminate YOUR Account if YOU engage in conduct that breaches this clause, without prejudice to any other remedies available under these Terms and Conditions or applicable law.

5.3.5. YOU shall indemnify, defend, and hold harmless both the Licensor and the Licensee from any claims, liabilities, damages, fines, penalties, or costs (including legal fees) arising from or related to YOUR non-compliance with this clause.

5.4. Compliance with advertising laws and industry standards

5.4.1. YOU agree to comply with all applicable advertising laws, consumer protection regulations, and industry standards, including, but not limited to, GDPR and ePrivacy Directive (privacy and consent rules), Digital Services Act (DSA) (EU regulations on online advertising), and/or any other laws or self-regulatory codes that apply to YOUR advertising activities.

5.4.2. YOU represent and warrant that YOUR advertising content and campaigns comply with all the abovementioned legislation.

5.4.3. The Licensor may remove non-compliant ads, suspend accounts, or report violations to authorities if necessary.

5.4.4. YOU shall indemnify and hold both the Licensor and the Licensee harmless from any penalties, claims, or damages arising from non-compliance with the foregoing provisions.

6. INTELLECTUAL PROPERTY

6.1. Pre-existing IPR. The Parties shall retain all rights, title, and interest in and to its respective Pre-existing Intellectual Property Rights. Except as expressly provided herein, nothing in these Terms and Conditions shall be construed as granting, whether by implication, estoppel, or otherwise, any rights, title, or interest in or to the Pre-existing IPR of one Party to the other Party.

6.2. Intellectual Property Rights of the Licensor. YOU acknowledge and agree that the Licensor holds all Intellectual Property Rights over all elements that make up the Platform. YOU shall refrain from taking any actions that may incite, encourage, or enable third parties to infringe upon such ownership and shall not take any measures contrary to or inconsistent with such ownership. Furthermore, YOU shall not attempt to register any Intellectual Property Rights, for yourself or for third parties, over any elements of the Platform in any jurisdiction. In particular, with respect to the Platform or any of its components, as well as any content made available through them, YOU shall refrain from:

• Copying, reproducing, distributing, publicly communicating, sublicensing, transferring, or otherwise commercially exploiting all or part of them.
• Adapting or modifying them in any way or using them to create, whether by yourself or through third parties, a derivative work based on any of their elements.
• Modifying, decompiling, or attempting to create, through reverse engineering or any other means, the source code of the Platform or its components.
• Removing, altering, bypassing, or tampering with any protection device or security system incorporated by the Licensor.
• Attempting to bypass security measures, exploit vulnerabilities, or extract data from the Platform in an unauthorized manner.

6.3. Under no circumstances shall the mere access, browsing, and use of the Platform by YOU, other Users, End Users or any other third party be construed as a waiver, transfer, license, or assignment, in whole or in part, of the Licensor's Intellectual Property Rights. Furthermore, YOU acknowledge the ownership of the Licensor or any relevant third parties over all their Intellectual Property Rights, industrial property rights, and any other analogous rights related to texts, images, photographs, technologies, trademarks, logos, domain names, software applications, and any other elements, creations, inventions, or distinctive signs owned by them. This includes digital media, which is defined, by way of example but not limitation, as web portals, mobile portals, mobile applications, tablet applications, and connected TV applications related to the websites or portals of the Licensor or the relevant third party that are subject to the Services.

6.4. License grant. The Licensor grants YOU a limited, temporary, revocable, non-exclusive, and non-transferable license to use the elements of the Platform and its Services for the duration of your commercial relationship under these Terms and Conditions (as specified in Clause 4), solely for its intended purpose, as specified in these Terms and Conditions. Under these Terms and Conditions, YOU shall not obtain or claim any rights, title, or interest in the Licensor's Intellectual Property Rights, except for the right to use the Platform as expressly specified herein.

6.5. Accounts content. Pursuant to Clause 7.1, the Materials of Accounts, as well as any content from websites owned or operated by advertisers or affiliates that relate to the Services and/or are made available to or on behalf of a third party on the Platform, shall remain their sole and exclusive property, including all ownership or IPR associated therewith. By accepting these Terms and Conditions, YOU expressly authorize both the Licensor and the Licensee to use or otherwise make general use of the Materials of advertisers that YOU have included on the Platform, without requiring any additional written approval from the right-holder of such materials. This authorization or license shall be deemed granted upon the inclusion of the advertisers' Materials on the Platform by YOU or any third party acting on their behalf through your Account and shall remain in effect for the duration and scope necessary to fulfill the purposes for which such Materials were included. YOU represent and warrant that YOU hold all necessary authorizations or rights required to grant this authorization to both the Licensor and the Licensee and shall be responsible for any deficiencies or lack thereof. Regarding such Materials, YOU undertake that they shall under no circumstances (i) be false, misleading, defamatory, or unfair; (ii) infringe or violate any rights, particularly IPR, industrial property rights, or image rights of any third party; and/or (iii) harm or negatively impact the operation of any website, digital platform, computer network, operating system, or any third-party equipment, including but not limited to the Platform itself.

6.6. The following actions and/or behaviours shall under no circumstances be permitted. In particular, the advertiser represents and warrants that its campaigns shall not:

• Use copyrighted material (including but not limited to images, landing pages, taglines, logos, colour schemes, buttons, or text) or any other Intellectual Property Rights without proof of consent or without obtaining the necessary licenses, rights assignments, or ownership transfers.
• Use "spyware," "adware," malicious code, or in any way distribute harmful programs or software that may be considered as such.
• Engage in illegal online activities, including but not limited to "phishing," "spoofing," "ransomware," or "spamming".
• Promote unauthorized forms of gambling, sweepstakes, or contests of any kind.
• Contain minors, extreme violence, rape, abuse, incest, torture, urination, or zoophilia, and/or contain adult content, pornographic, sexual, or erotic material.
• Incorporate click audits within the Licensor's Website or Platform.
• Be flagged or negatively identified by any major antivirus systems. This applies to both mobile web services (including the URL domain) and mobile applications.
• Ensure that all products/services, interactions, and End User-flows comply with local laws as well as all regulations imposed by payment providers, including but not limited to mobile network operators and credit card processors.
• Promote any form of hate speech (including but not limited to racial, political, ethnic, religious, gender-based, sexual, or personal discrimination.
• Promote goods, services, or activities that are prohibited, or whose promotional activity does not comply with all applicable laws in the jurisdictions relevant to advertiser's website and/or campaign (e.g., laws regulating specially governed products such as alcohol and tobacco).
• Disclose Personal Data or confidential information that is not publicly accessible, lacks the necessary consents, or whose disclosure is otherwise unlawful.
• Promote any type of illegal substances or activities (e.g., instructions on how to build a bomb, hacking, "phreaking," etc.).
• Contain material that, by reasonable public consensus, is considered indecent, immoral, or otherwise inappropriate.
• Use suspicious campaign configurations (i.e., known fraudulent patterns).
• Contain links to other websites, applications, or any other type of content that exhibits any of the above-listed characteristics.

6.7. In connection with the above, YOU undertake to promptly inform the Licensee of all significant changes in the appearance and/or content of your campaign, advertisements, and sites, as well as of any Advertising Content you plan to establish on any site. YOU shall assume full liability and responsibility in ensuring that the entirety of the campaigns, including its advertisements and in general that the Advertising Content complies with the above guidelines and conducts. In the event that YOU use the collaboration of third parties and/or uses pre-existing works of third parties or image rights of third parties, or materials protected by industrial property, for the elaboration of the Materials, YOU must obtain the necessary authorisations and licences to carry out, in accordance with the customs and industry practices, the peaceful dissemination and exploitation of the same with the territorial and temporal scope for the purposes of their availability on the Platform.

7. CONFIDENTIALITY

7.1. YOU undertake to safeguard and, except with the written consent of the Licensee, not to disclose to anyone any Confidential Information acquired in connection with the access to and use of the Platform or in connection with the business relationship with the Licensee under these Terms and Conditions.

7.2. In particular, YOU will not share, transfer, publish, disclose, display or make available to third parties any part of the Confidential Information, except as expressly provided for in these Terms and Conditions. YOU agree to maintain the confidentiality of the Confidential Information of the Licensee with at least as high a degree of care as YOU use to maintain the confidentiality of your own Confidential Information (and in no event less than a reasonable degree of care).

7.3. YOU shall make every reasonable effort to assist the Licensee in identifying and preventing any unauthorized access, use, copying, or disclosure of its Confidential Information, including any of its components, algorithms, or underlying logic. YOU shall immediately notify the Licensee if YOU become aware of or have reason to believe that any person or entity to whom YOU have granted access to the Confidential Information has violated or intends to violate its confidentiality or any other proprietary rights of the Licensee. In such cases, YOU shall, at your sole expense, cooperate with the Licensee in seeking injunctive relief or any other equitable remedies on behalf of YOU or the Licensee against such person or entity.

7.4. YOU shall be required to enter into confidentiality agreements with any individual or entity that has access to your Account, ensuring to the maximum possible the objective protection of the Confidential Information, which in no event shall be less restrictive than the confidentiality obligations set forth under these Terms and Conditions.

7.5. YOU acknowledge that the disclosure of any aspect of the Confidential Information may result in immediate and ongoing irreparable harm to the Licensee, which may not be adequately compensated for by monetary damages. Accordingly, the Licensee shall have the right to seek and obtain immediate injunctive relief against any actual or threatened breach of the confidentiality obligations set forth in these Terms and Conditions, in addition to any other legal remedies available.

7.6. In accordance with Clause 5 of these Terms and Conditions, both the Licensor and the Licensee may immediately suspend or terminate YOUR Account and restrict access to the Platform if there is a breach or a well-founded suspicion of a breach of any of the confidentiality obligations set forth in this clause.

8. MAINTENANCE SERVICES

8.1. The Licensor shall perform, at its sole discretion, Maintenance Services, as well as identifying and making possible improvements. These tasks may entail modification of the Platform in accordance with these Terms and Conditions.

8.2. Notwithstanding anything to the contrary, YOU acknowledge and agree that the Maintenance Services are in all cases an optional activity for the Licensor, and that, at no time, shall the Licensor be obliged in form and content to perform them.

9. REPRESENTATIONS AND WARRANTIES

9.1. When registering and/or creating an Account on the Platform, YOU represent and warrant that:

• 9.1.1. YOU are of legal age (over eighteen years of age) and otherwise capable of entering into a legally binding contract.
• 9.1.2. YOU know and are aware of the nature of the Platform, how it works and what actions YOU take in accessing, browsing, using and exploiting the Platform.
• 9.1.3. When acting on behalf of an entity, YOU are authorised and intend by your actions on the Platform to bind the entity on whose behalf you are acting within the meaning of those actions.
• 9.1.4. All information or content submitted by YOU (including, but not limited to, Materials, registration and payment/billing information) is accurate and complete and that YOU will maintain and promptly update the Account information to always ensure its accuracy, and YOU are entitled to submit, include or otherwise use it in connection with the Platform.
• 9.1.5. YOU agree to be contacted by email by the Licensee, and by third parties if applicable, in relation to your Account and generally any circumstances relating to the Platform.
• 9.1.6. By using the Services, YOU grant us permission to access the Account.
• 9.1.7. Full compliance with all of the commitments and obligations assumed by YOU under these Terms and Conditions.
• 9.1.8. Specifically, that YOU are the holder of the Materials, and any other elements and/or information provided on the Platform or any other websites, and that YOU hold the necessary rights over such Materials or information including, but not limited to, Intellectual Property Rights, image rights, and any other rights required to perform the purpose of the Services. Furthermore, YOU warrant that such Materials do not infringe any Intellectual Property Rights, or any other third-party rights. YOU shall indemnify and hold both the Licensor and the Licensee harmless from any third-party claims arising from the exploitation or use of the Materials.
• 9.1.9. Pursuant to the foregoing, the Licensee shall not be liable for, and YOU shall indemnify and hold the Licensee harmless against, any third-party claims arising from the infringement of Intellectual Property Rights or any other rights. Furthermore, in the case of advertising campaigns, Advertising Content, or other specific Services that require the participation of End Users, the Licensee shall be released, to the maximum extent permitted by law, from any obligation or liability that may arise from, including but not limited to, losses, damages, injuries, accidents, or any other similar occurrences.

9.2. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LICENSEE DOES NOT GUARANTEE THAT: (i) THE PLATFORM OR ANY OF ITS ELEMENTS, INCLUDING BUT NOT LIMITED TO THE SOFTWARE, WEBSITE, AND SERVERS, WILL BE UNINTERRUPTED, TIMELY, SECURE, AND/OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (ii) THERE WILL BE NO ERRORS, FAILURES, OR OCCASIONAL INTERRUPTIONS IN THE OPERATION OF THE PLATFORM, SOFTWARE, WEBSITE, AND SERVERS; (iii) THE PLATFORM, SOFTWARE, WEBSITE, AND SERVERS WILL OPERATE ERROR-FREE; (iv) THE PLATFORM, ITS FUNCTIONALITIES, AND THE INFORMATION AND CONTENT IT CONTAINS WILL MEET YOUR BUSINESS NEEDS; OR (v) THE DATA AND CONTENT AVAILABLE ON THE PLATFORM WILL BE ACCURATE, RELIABLE, CORRECT, COMPLETE, OR REFLECT REALITY. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY COSTS ARISING FROM THE USE OF THE PLATFORM ON YOUR DEVICES.

10. LIABILITY.

10.1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE LICENSEE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE UNDER ANY LEGAL THEORY TO YOU AND/OR ANY OTHER PERSON OR ENTITY (INCLUDING, BUT NOT LIMITED TO, AFFILIATES AND/OR ADVERTISERS) FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE OF INFORMATION OR CONTENT IN ANY FORM, BUSINESS INTERRUPTION, OR THE USE OR INABILITY TO USE THE WEBSITE, SOFTWARE, AND CONTENT, WHETHER OR NOT FORESEEABLE. LIKEWISE, THE HOLDER SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES THAT DO NOT RESULT FROM A WARRANTY EXPRESSLY RECOGNIZED IN THESE TERMS AND CONDITIONS.

10.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE'S TOTAL MAXIMUM LIABILITY TO YOU FOR ALL DIRECT DAMAGES ARISING FROM THE PLATFORM AND THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO THE LICENSEE UNDER THE COMMERCIAL RELATIONSHIP GOVERNED BY THESE TERMS AND CONDITIONS DURING THE THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM.

11. INDEMNITY.

11.1. Without prejudice to all other indemnities specified in these Terms and Conditions, YOU agree to defend, indemnify, and hold harmless the Licensee, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, suppliers, partners, and employees from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys' fees, that directly or indirectly arise from or are related to: (i) breach by YOU of any term or provision of these Terms and Conditions, and/or (ii) any act or omission by a third-party acting through your Account and/or on your behalf through Subsidiary Account in relation to the Licensee. This includes, but is not limited to, any claim that YOU have infringed third-party rights in connection with these Terms and Conditions.

12. MODIFICATIONS OF THESE TERMS AND CONDITIONS

12.1. The Licensee may modify these Terms and Conditions, in whole or in part, by publishing any changes in the same way these Terms and Conditions were made available. Accordingly, the validity of these Terms and Conditions shall coincide with the period during which they are displayed, until they are modified in whole or in part, at which point the modified Terms and Conditions shall take effect.

12.2. Notwithstanding the foregoing, for modifications that affect the essential conditions of all, or part of the Services related to the Platform under these Terms and Conditions, the Licensee shall notify YOU through a direct communication to the email address provided, at least fifteen (15) days prior to the effective date of such modifications. IF YOU DO NOT WISH TO BE BOUND BY THE NEW TERMS AND CONDITIONS, YOU MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF THE NEW TERMS AND CONDITIONS BY NOTIFYING THE LICENSEE VIA EMAIL OR THROUGH ANY OTHER MEANS SPECIFIED IN THE MODIFICATION NOTICE.

13. DATA PROTECTION

13.1. In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR) and any other data protection legislation in force, all personal data provided during the use of the Platform will be processed in accordance with the following provisions.

13.2. The personal data provided on the Platform or provided through the use of the Platform by YOU and/or by the advertisers or affiliates will be processed by the Holder following at all times and scrupulously the instructions that YOU, and/or the advertisers or affiliates indicate to the Holder. In this sense, the Platform Holder shall act as processor of YOU and a sub-processor of the Affiliate or Advertiser, which shall imply that the personal data of the Platform shall not be processed by the Holder for any purpose of its own.

13.3. Through the Platform, the Holder will provide the Services described in sections TWO, THREE and FOUR of these Terms and Conditions, which may involve a processing of personal data of End Users in which the Holder will act as a sub-processor, being controller of such data the Advertiser or Affiliate entity, and YOU acting as a processor. This relationship will be regulated by means of Annex I of these Terms and Conditions, which includes the corresponding data processing agreement, in compliance with the provisions of Article 28 of the GDPR.

13.4. Notwithstanding the foregoing, each Party is informed that the personal data of its legal representatives or employees included in these Terms and Conditions, or any other data exchanged between the Parties to enable the provision of the Services, will be processed by the other Party for the purpose of enabling the development, performance and control of the contractual relationship.

13.5. The lawful basis of the processing is the performance of the contractual relationship (because, without this processing, it would not be possible to carry it out). The data will be kept by the Parties for the duration of this agreement. Once this purpose has been achieved, the data will be blocked for the legal limitation periods. Once these periods have elapsed, the data will be destroyed.

13.6. The personal data may be transferred by the Parties to the competent Public Administrations and Bodies, for the purpose of complying with their respective legal obligations, in accordance with the regulations in force, as well as, when necessary, to third parties involved in the management of the activities carried out.

13.7. The representatives, contact persons and/or employees of the Parties may exercise their rights of access, rectification, erasure, objection, restriction of processing and portability, by writing to the addresses in the heading.

13.8. Likewise, if the representatives, contact persons and/or employees of the Parties consider that their personal data have not been processed in accordance with the data protection regulations, they may file a complaint with the Spanish Data Protection Agency at its website www.aepd.es or at the address C/ Jorge Juan 6, 28001, Madrid.

13.9. The data processing activities occurred during the usage of the Platform will be governed by the Data Processing Agreement.

14. APPLICABLE LAW AND VENUE

14.1. These Terms and Conditions are governed by the laws of ES law.

14.2. Any disputes arising from the interpretation, application, or enforcement of these Terms and Conditions, as well as any claims related to the use of the Platform in the broadest sense, shall be submitted to the Courts and Tribunals of ES, with all Parties expressly waiving any other jurisdiction to which they may otherwise be entitled.

14.3. To submit claims regarding the use of the Platform or any matters related to these Terms and Conditions, YOU may reach out via email or at the physical address indicated in the "Contact" section of the Platform. The Licensee is committed to seeking an amicable resolution to any dispute whenever possible.

15. FORCE MAJEURE

15.1. Neither the Licensee nor YOU shall be held liable for any failure or delay in performing their respective obligations under these Terms and Conditions if such failure or delay is caused by or results from events, circumstances, or causes beyond their reasonable control (hereinafter, "Force Majeure Events").

15.2. Force Majeure Events shall include, but are not limited to:

• 15.2.1. Acts of God (e.g., earthquakes, floods, fires, hurricanes, tsunamis, or other natural disasters).
• 15.2.2. Acts of war, hostilities, military actions, civil unrest, riots, insurrections, or acts of terrorism.
• 15.2.3. Government actions, embargoes, trade restrictions, sanctions, regulatory changes, or legal prohibitions affecting the execution of these Terms and Conditions.
• 15.2.4. Strikes, labor disputes, industrial actions, or shortages of labor, energy, raw materials, or transportation.
• 15.2.5. Failures or disruptions of telecommunications, internet service providers, hosting services, or cloud computing platforms beyond the reasonable control of the affected party.
• 15.2.6. Cyberattacks, ransomware, hacking, security breaches, or other forms of digital sabotage that prevent the proper operation of the Platform.
• 15.2.7. Epidemics, pandemics, quarantines, public health emergencies, or any measures imposed by governmental authorities in response to such events.
• 15.2.8. Any other event beyond the reasonable control of either party that renders the performance of obligations under these Terms and Conditions impossible or impracticable.

15.2.9. The party affected by a Force Majeure Event shall:

• Promptly notify the other party of the nature and expected duration of the Force Majeure Event as soon as reasonably possible.
• Use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as practicable.
• Not be held liable for any damages or delays arising directly or indirectly from such Force Majeure Event, provided that the affected party has taken reasonable steps to mitigate its impact.

16. MISCELLANEOUS

16.1. The headings of the clauses of these Terms and Conditions are for convenience only and shall not affect, qualify, or expand the interpretation of these Terms and Conditions.

16.2. The Licensee is hereby authorized to assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under these Terms and Conditions without the prior written consent by YOU, provided that the assignee assumes all rights and obligations arising from these Terms and Conditions.

16.3. If any provision of these Terms and Conditions is declared null or unenforceable by any competent court, tribunal, or administrative authority, whether in whole or in part, such nullity or unenforceability shall not affect the remaining provisions of these Terms and Conditions.

16.4. The failure of the Licensee to exercise or enforce any right or provision contained in these Terms and Conditions shall not constitute a waiver thereof unless expressly acknowledged and agreed to in writing.

16.5. These Terms and Conditions have been drafted in English. If translated into other languages, the English version shall prevail in case of discrepancies, unless expressly stated otherwise.

Last updated: May 2025.

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