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:
For the avoidance of doubt, throughout these Terms and Conditions, unless the context requires otherwise:
Any reference in these Terms and Conditions to the “Parties” shall be construed to include both FDX MEDIA SAAS S.L., and anyone bound to these Terms and Conditions.
NOW, THEREFORE, the Parties agree to be bound by these,
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.
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 the Holder 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 the Holder 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 Holder 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 Holder 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. Specifically, YOU are expressly prohibited of performing and/or entering into the actions or behaviours specified in the provisions of Clause 6, which may only occur with the express consent of the Holder, 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 Holder.
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. The Holder is not 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 Holder's control. In this regard, (i) the Holder 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 Holder reserves the right to modify, limit, or discontinue integrations at any time without liability.
3.1. The Platform operates with different console types, each granting specific permissions and functionalities based on the type of product/package contracted by YOU. The Subsidiary Accounts which shall allow YOU to grant different type of users to independently manage their participation in the advertising ecosystem, as well as large-scale advertising traffic management and third-party integrations shall be regulated and specified in the Service Order.
3.2. The structure of these Subsidiary Accounts is subject to changes and the Holder may freely modify all aspects required at its sole discretion.
4.1.1. In order to access the Services offered by the Holder, YOU must complete the form or order form provided by the Holder.
4.1.2. 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 Holder has grounds to believe that any information provided by YOU is incomplete, invalid, incorrect and/or outdated, the Holder may, at its sole discretion, block or delete such Account or deny YOU the use of the Platform.
4.1.3. The Holder 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.
4.1.4. Notwithstanding the foregoing, the Holder 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.
4.2.1. YOU acknowledge and agree that the Account and the password associated with it are personal and non-transferable.
4.2.2. The password shall be generated by YOU in accordance with the robustness and complexity standards established by the Holder 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.
4.2.3. Pursuant to the above, YOU must immediately notify the Holder 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 Holder 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.
4.2.4. 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.
4.3.1. YOU will immediately inform the Holder of any unauthorised access to the Platform through your Account.
5.1. 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.
5.2. 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 Holder, 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.
5.3. Renewal. The Terms and Conditions shall be automatically renewed as specified in the Service Order, unless written notice is given by YOU with not less than thirty (30) days.
5.4. Subsidiary Account cancellation. YOU may, at any time, terminate the Subsidiary's Account from the Platform. YOU acknowledge that YOU are the solely responsible for the Subsidiary Account cancellation, without prejudice to Clause 5.4. In any case, once the cancellation has taken place, YOU may request a new registration, and the Holder may refuse to accept such registration in case of unresolved dispute or controversy between YOU and the Holder, or when YOU have breached or infringed any clause of the Terms and Conditions.
5.5. Account suspension or deletion by the Holder. The Holder shall have the right to suspend and/or delete any Account and/or Subsidiary 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 Holder shall inform YOU in the suspension notice of the conditions for the recovery of the Account and/or Subsidiary Account and may set a time limit for remedying the suspension.
6.1. When accessing and using the Platform and engaging in any related activity, YOU are prohibited from and shall refrain from:
6.1.1. Using the Platform in any manner that may cause damage, interruptions, inefficiencies, or malfunctions in its operation, functionality, or in the computer systems of the Holder or any third party.
6.1.2. 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.
6.1.3. Using the Platform in any way that poses a security risk to the Holder's networks or to other Users, or that promotes or enables hacking in any form or manifestation.
6.1.4. 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.
6.1.5. 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 by the Holder through the Platform.
6.1.6. 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.
6.1.7. Disrupting the normal operation of any activity, whether for profit or otherwise, carried out by the Holder 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.
6.2. 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.
6.3.1. 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.
6.3.2. YOU represent and warrant that all Materials, content, and activities conducted through the Platform:
6.3.3. 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 Holder upon request.
6.3.4. The Holder reserves the right to:
6.3.5. YOU shall indemnify, defend, and hold harmless the Holder from any claims, liabilities, damages, fines, penalties, or costs (including legal fees) arising from or related to YOUR non-compliance with this clause.
6.4.1. 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.
6.4.2. YOU represent and warrant that YOUR advertising content and campaigns comply with all the abovementioned legislation.
6.4.3. The Holder may remove non-compliant ads, suspend accounts, or report violations to authorities if necessary.
6.4.4. YOU shall indemnify and hold the Holder harmless from any penalties, claims, or damages arising from non-compliance with the foregoing provisions.
6.5. All prohibited uses and all the representations and warranties of this clause shall be understood to affect in the same way all Subsidiary Accounts which, in any case, shall be YOUR sole and exclusive responsibility. In this regard, YOU shall indemnify and hold the Holder harmless from any penalties, claims, or damages arising from non-compliance with the foregoing provisions by Subsidiary Accounts.
7.1. Under these Terms and Conditions, the Holder shall be entitled to receive, and YOU shall be obliged to pay, the amounts specified in the Service Order for the use and benefit of the Platform and is Services (hereinafter, the "Fees").
7.2. Payment terms. The billing period of the Fees shall be as specified in the Service Order. Notwithstanding anything to the contrary, no refunds shall be given for unused services, account suspensions, or voluntary cancellations. To ensure payment of the Fees, YOU shall be obligated to keep updated and, when necessary, provide the required tax and banking information for the collection of such payments in the Account. This information must be accurate and complete. For the avoidance of doubt, the Holder is not obligated to take any measures to verify the accuracy of the provided bank account information. All Fees payable under these Terms and Conditions shall be paid in the currency specified in the Service Order and shall not include VAT or any similar or analogous taxes or charges, which, where applicable, shall be added at the corresponding rate and shall be paid by the Parties in accordance with applicable law. If payments under these Terms and Conditions are subject to tax withholding, the Holder shall have the right to pass on the corresponding amount of such withholdings to the payments it is required to make.
7.3. Billing disputes. If YOU believe there is a billing error, YOU must notify the Holder within fifteen (15) days of the receipt of the invoice (any dispute after this period will not be accepted), providing details of the potential error. The Holder will review the dispute and respond within thirty (30) days. If the dispute is valid, the Holder will issue the appropriate adjustment to the invoice, which shall be payable in accordance with the provisions of Clause 7.2.
7.4. Chargebacks. If YOU dispute a payment without first contacting the Holder and not following the process established in Clause 7.3, the Holder may suspend or terminate YOUR Account and recover any related costs. In the event of any chargeback, YOU shall bear all associated costs, including but not limited to, bank fees, administrative expenses, and any penalties imposed by payment processors or financial institutions.
7.5. Non-circumvention. YOU agree not to engage directly with any user introduced through the Platform to bypass the Platform's fees or payment structure. This restriction shall apply during YOUR use of the Platform and for twelve (12) months after YOUR last transaction or interaction on the Platform.
8.1. 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.
8.2. Intellectual Property Rights of the Holder. YOU acknowledge and agree that the Holder 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:
8.3. 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 Holder's Intellectual Property Rights. Furthermore, YOU acknowledge the ownership of the Holder 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 Holder or the relevant third party that are subject to the Services.
8.4. License grant. The Holder 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 5) and the Service Order, 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 Holder's Intellectual Property Rights, except for the right to use the Platform as expressly specified herein.
8.5. Subsidiary Accounts content. Pursuant to Clause 8.1, the Materials of Subsidiary 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 the Holder 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 rightful 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 the Holder 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.
8.6. The following actions and/or behaviours shall under no circumstances be permitted. In particular, the advertiser represents and warrants that its campaigns shall not:
8.7. In connection with the above, YOU undertake to promptly inform the Holder 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.
9.1. YOU undertake to safeguard and, except with the written consent of the Holder, 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 Holder under these Terms and Conditions.
9.2. 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 Holder 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).
9.3. YOU shall make every reasonable effort to assist the Holder 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 Holder 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 Holder. In such cases, YOU shall, at your sole expense, cooperate with the Holder in seeking injunctive relief or any other equitable remedies on behalf of YOU or the Holder against such person or entity.
9.4. 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.
9.5. YOU acknowledge that the disclosure of any aspect of the Confidential Information may result in immediate and ongoing irreparable harm to the Holder, which may not be adequately compensated for by monetary damages. Accordingly, the Holder 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.
9.6. In accordance with Clause 5 of these Terms and Conditions, the Holder 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.
10.1. The Holder 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.
10.2. Notwithstanding anything to the contrary, YOU acknowledge and agree that the Maintenance Services are in all cases an optional activity for the Holder, and that, at no time, shall the Holder be obliged in form and content to perform them.
11.1. When registering and/or creating an Account on the Platform, YOU represent and warrant that:
11.1.1. YOU are of legal age (over eighteen years of age) and otherwise capable of entering into a legally binding contract.
11.1.2. 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.
11.1.3. 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.
11.1.4. 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.
11.1.5. YOU agree to be contacted by email by the Holder, and by third parties if applicable, in relation to your Account and generally any circumstances relating to the Platform.
11.1.6. By using the Services, YOU grant us permission to access the Account.
11.1.7. Full compliance with all of the commitments and obligations assumed by YOU under these Terms and Conditions.
11.1.8. 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 the Holder harmless from any third-party claims arising from the exploitation or use of the Materials.
11.1.9. Pursuant to the foregoing, the Holder shall not be liable for, and YOU shall indemnify and hold the Holder 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 Holder 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.
11.2. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE HOLDER 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.
12.1. Limitation of Liability. TO THE FULLEST EXTENT PERMITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE HOLDER, 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.
12.2. ΤΟ THE FULLEST EXTENT PERMITED BY APPLICABLE LAW, THE HOLDER'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 HOLDER UNDER THE COMMERCIAL RELATIONSHIP GOVERNED BY THESE TERMS AND CONDITIONS DURING THE THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM.
13.1. Without prejudice to all other indemnities specified in these Terms and Conditions, YOU agree to defend, indemnify, and hold harmless the Holder, 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 Holder. This includes, but is not limited to, any claim that YOU have infringed third-party rights in connection with these Terms and Conditions.
14.1. The Holder 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.
14.2. 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 Holder 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 HOLDER VIA EMAIL OR THROUGH ANY OTHER MEANS SPECIFIED IN THE MODIFICATION NOTICE.
15.1. 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.
15.2. 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.
15.3. 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.
15.4. 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.
15.5. 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.
15.6. 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.
15.7. 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.
15.8. 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.
15.9. The data processing activities occurred during the usage of the Platform will be governed by the Data Processing Agreement attached to the Terms and Conditions as Annex I.
16.1. These Terms and Conditions are governed by Spanish law.
16.2. 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 Madrid, with all Parties expressly waiving any other jurisdiction to which they may otherwise be entitled.
16.3. 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 Holder is committed to seeking an amicable resolution to any dispute whenever possible.
17.1. Neither the Holder 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").
17.2. Force Majeure Events shall include, but are not limited to:
17.2.1. Acts of God (e.g., earthquakes, floods, fires, hurricanes, tsunamis, or other natural disasters).
17.2.2. Acts of war, hostilities, military actions, civil unrest, riots, insurrections, or acts of terrorism.
17.2.3. Government actions, embargoes, trade restrictions, sanctions, regulatory changes, or legal prohibitions affecting the execution of these Terms and Conditions.
17.2.4. Strikes, labour disputes, industrial actions, or shortages of labour, energy, raw materials, or transportation.
17.2.5. Failures or disruptions of telecommunications, internet service providers, hosting services, or cloud computing platforms beyond the reasonable control of the affected party.
17.2.6. Cyberattacks, ransomware, hacking, security breaches, or other forms of digital sabotage that prevent the proper operation of the Platform.
17.2.7. Epidemics, pandemics, quarantines, public health emergencies, or any measures imposed by governmental authorities in response to such events.
17.2.8. Any other event beyond the reasonable control of either party that renders the performance of obligations under these Terms and Conditions impossible or impracticable.
17.2.9. The party affected by a Force Majeure Event shall:
18.1. 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.
18.2. The Holder 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.
18.3. 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.
18.4. The failure of the Holder 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.
18.5. 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].
By and between
On the one hand, YOU, which has accepted the Terms and Conditions to which this Annex is attached, and which regulate its access to and use of the Platform (hereinafter, the "Data Processor" or the "Processor"), acting on behalf of its client, being the publisher or Advertiser (hereinafter, the "Data Controller").
And, on the other hand, the Platform Holder (hereinafter, the "Sub-processor" or the "Sub-processor").
Hereinafter referred to individually as the "Party", and collectively as the "Parties".
Both parties acknowledge that they have sufficient legal capacity to execute this data processing agreement (hereinafter, the "Agreement"),
I. The purpose of this Agreement is to define the conditions under which the Data Processor shall conduct the processing of personal data necessary for the proper performance of the Services provided to both the Data Controller and the Data Processor.
II. In particular, in order to carry out the Services, the Processor will access and process the personal data necessary to carry out the processing activities necessary to fulfill the purpose of the Platform Terms and Conditions.
III. The provision of the contracted Services implies the performance by the Sub- processor described in Appendix I.
This Agreement shall remain in effect for the duration of the provision of the contracted Services to the Sub-processor. Notwithstanding the foregoing, both Parties agree that the provisions of this Agreement, expressly or impliedly intended to survive termination or expiration of this Agreement, shall remain in effect, and shall continue to bind both Parties as provided herein.
The data processing that the Sub processor undertakes to conduct shall be limited to the actions that are necessary to provide the Controller and the Processor with the contracted Services, in accordance with the provisions of the Agreement.
Specifically, the Sub-processor undertakes to conduct the processing of personal data in accordance with the instructions given by the Data Processor from time to time, as well as with the provisions of the applicable regulations on the protection of personal data.
Furthermore, the Sub-processor undertakes not to conduct any other processing on the personal data, nor to apply or use the data for a purpose other than the provision of the Services referred to in this Agreement.
If the Sub-processor deems it necessary to process the data for a different purpose, it must first request written authorization from the Data Processor. In the absence of such authorization, the Sub-processor may not conduct such processing.
For the provision of the Services, the Data Processor, on behalf of the Controller, undertakes to make available to the Sub-processor the personal data and/or information necessary for the proper processing of the same for the provision of the Services.
In particular, it is up to the Data Processor, on behalf of the Controller:
The Sub-processor undertakes to comply with the following obligations:
In assessing the adequacy of the level of security, it shall take particular account of the risks presented by the data processing, in particular as a result of accidental or unlawful destruction, loss or alteration of personal data transmitted, stored or otherwise processed, or unauthorized disclosure of or access to such data.
In any case, the Sub-processor may keep the data duly blocked, as long as liabilities may arise from its relationship with the Data Controller.
The Sub-processor shall notify, without undue delay, and at the latest, within seventy- two (72) hours to the Data Processor of any personal data security breaches of which it becomes aware, providing support to the Data Controller in notifying the Spanish Data Protection Agency or other competent Supervisory Authority, and, where appropriate, to the data subjects of the security breaches that occur, as well as to support him/her, where necessary, in the performance of privacy impact assessments and in the prior consultation with the Spanish Data Protection Agency, where appropriate.
For the management and communication of possible security breaches and breaches of security, the Sub-processor shall provide the Data Processor with, at least, the following information:
In the event and to the extent that it is not possible to provide all information at the same time, it may be provided in phases, without undue delay.
In the event that the data subjects, whose data are the object of the provision of the Services to the Data Processor, exercise their rights before Sub-processor, the latter shall immediately forward the request to the Data Processor and, at the latest, within five (5) calendar days as of its receipt, so that the Data Controller may duly resolve such request.
The Data Processor is informed that the Sub-processor will use other processors (hereinafter, the "Additional Sub-processor") for the provision of the Services. In this regard, the Sub-processor undertakes to enter into a service provision agreement with access to personal data that shall comply with the requirements set forth in the GDPR. The Data Processor may ask the Sub-processor for information at any time regarding the use of these Additional Sub-processors.
In any case, access to the data is authorized to natural persons who provide their services to the Sub-processor acting within the organizational framework of the latter by virtue of a commercial and not an employment relationship. Likewise, access to the data is authorized to the companies and professionals that the Data Processor has contracted within its internal organizational framework to provide general or maintenance services (IT services, consulting, audits, etc.), provided that such tasks have not been arranged by the Data Processor for the purpose of subcontracting all or part of the Services it provides to the Data Controller to a third party. Additionally, the Data Processor will share information with external companies that serve to improve the Services and enrich the functionalities of the Platform, in certain circumstances.
The Sub-processor may conduct international transfers of data outside the European Economic Area for the proper provision of the Services.
The Sub-processor undertakes to implement appropriate guarantees that provide adequate protection in accordance with the Applicable Regulations, such as Binding Corporate Rules, Certifications and Standard Contractual Clauses approved by the competent Authorities for such purpose, if applicable, and/or other additional or complementary measures to the above.
If the aforementioned guarantees consist of the signing of Standard Contractual Clauses in accordance with the Applicable Regulations, the Data Processor may ask a copy of these Standard Contractual Clauses signed by the data exporter and the data importer.
Likewise and when it is technically possible, the Sub-processor will inform the Data Processor of any change or modification in relation to authorized international data transfers or that affect the security, integrity and confidentiality of the data being processed.
In cases where there are Additional Sub-processors outside the EEA, the Sub-processor shall ensure that an appropriate mechanism recognized by the applicable personal data protection rules is in place. In the absence of an adequacy decision pursuant to Article 45 of the GDPR, the Processor shall sign the Standard Contractual Clauses determined in Implementing Decision 2021/914/EU (hereinafter the "STCs"), or any other legal instrument updating or amending such Standard Contractual Clauses.
Notwithstanding the content of this clause, the Data Processor will share information with external companies that serve to improve the Services and enrich the functionalities of the Platform, in certain circumstances.
The Sub-processor shall allow and contribute to the performance of audits of its information systems, including inspections, by the Controller or the Processor or another auditor authorized by the Controller who, upon one (1) month's prior written notice, shall allow and contribute to the performance of audits of its information systems, including inspections, by the Controller or the Contractor or another auditor authorized by the Controller who, upon one (1) month's prior written notice.
The Controller or the Processor shall have the right to perform one audit and/or inspection per year and exclusively in relation to the services provided by the Sub- processor to verify compliance with the Agreement, without affecting the confidential information of the Sub-processor or the rest of its clients.
The audit shall be conducted during the Sub-processor's working hours and shall not interfere with business activity to the extent not required. At the end of the audit, the Sub-processor shall receive a copy of the audit report. The Controller or the Processor shall bear the cost of the audit, without any economic responsibility on the part of the Sub-processor.
All information obtained or generated by the Controller or its auditor(s) in connection with such audits and inspections shall be kept strictly confidential (except for disclosure to a competent authority or as required by applicable law).
The Parties undertake to comply with the obligations set forth in this Agreement and in the Applicable Regulations, in connection with this assignment of processing of personal data.
Thus, both Parties, by mutual agreement, undertake to be liable for all damages that may be incurred by the other in all cases of negligent or culpable conduct in the performance of the contractual and regulatory obligations incumbent upon it under the terms of this Agreement.
In any event, the Subprocessor shall not be liable for the processing activities conducted by the Data Controller and/or the Data Processor on the Platform.
All notices between the Parties shall be made to the respective addresses set forth in the heading of both this Agreement and the Terms and Conditions. Any notice to be given between the Parties shall be in writing and shall be delivered in any form certifying receipt by the notified party.
The headings of the various sections of this Agreement are for information purposes only and shall not affect, qualify, or expand the interpretation of this Agreement.
The failure of either Party to enforce any of its rights under this Agreement shall not be deemed to constitute a waiver of such rights in the future.
This Agreement includes all the existing agreements between the Parties, and cancels and revokes, if applicable, any other verbal or written agreements or understandings in force at the date of its execution regarding the processing of personal data for the provision of the Services.
If one or more of the paragraphs or provisions of this Agreement should be declared null and void or unenforceable, such paragraphs or provisions shall be deemed to be excluded from this Agreement but shall not render the entire Agreement null and void, and the Agreement shall remain in full force and effect as to the remaining provisions. In such case, the Parties shall make every effort to find an equivalent solution that is valid and duly reflects their intentions.
This Agreement shall be governed in accordance with Spanish and European regulations on Personal Data Protection, as well as the resolutions and guidelines of the Spanish Data Protection Agency and other competent bodies in the field. In order to settle any discrepancy with respect to the interpretation and/or execution of the provisions of this Agreement, both Parties submit to the jurisdiction indicated in the Terms and Conditions, expressly waiving any other legislation or jurisdiction that may correspond to them.
And for the record and for its effects, as a sign of conformity and execution, they sign the present Agreement in all its pages, in the same place and date indicated in the heading.
Data Processor
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Sub-processor
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I. Services to be provided to the Data Processor involving access to data:
The Sub-processor will process the data as necessary to provide the services in accordance with the Terms and Conditions.
II. Categories of personal data:
III. Categories of data subjects:
IV. Duration of the processing:
The processing will last for as long as the Services are provided by the Sub-processor.
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