Uk Terms Of Service Advertiser

1. DEFINITIONS

In this agreement:

“Advertiser” means a third party for whom Client advertises in connection with this Agreement;

“Beta Features” means features identified under the Scope of Work as “Beta” or as otherwise unsupported or
confidential;

“Content” means advertising materials and other related or similar content provided by Client for
publication;

“Destinations” means destinations provided by Client to which Content may direct viewers (e.g., landing
pages, mobile applications) along with the related URLs, waypoints, and redirects provided by Client;

“Discount” means the discount set out in Schedule 2;

“ Endemic Content Server Services” means programmatic Content delivery services provided to advertisers
through Doceree’s endemic platform;

“Promoted Services” means services and products advertised on the Destinations provided by Client

“Property” means content or property designated by Client for the purposes of Services under this Agreement;

“Partner” means a third party who provides Content placed under clause 3.

“Program” means an advertising platform on which Doceree and its affiliates to use automated tools to place
Content pursuant to this Agreement.

“Scope of Work” means a scope of work, referencing this agreement, agreed between the parties in the form of
Schedule 1 or in such other form as the parties may agree;

“Services” means the services provided by Doceree under this agreement;

“Targets” means trafficking or targeting decisions provided by Client for Content

2. SCOPE OF WORK

This Agreement shall apply each time Client engages Doceree to provide services pursuant to a Scope of Work.
To the extent that any provision set forth in any Scope of Work is contrary to, or inconsistent with, the
provisions set forth in the body of this Agreement, the provisions of the Scope of Work shall prevail.

3. PROGRAMS

3. Content must comply with Doceree’s Content Guideline Policy provided to Doceree in
writing in advance
and
which shall be effective no sooner than forty-five (45) days after Client’s receipt thereof.

4. Doceree and its affiliates may also make available to Client optional features to assist
Client with
the selection or generation of Targets, Content, or Destinations. Client is not required to authorize
use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features.
Client’s use of these optional features does not change Client’s responsibility as set forth hereunder
for the Content, Targets, and Destinations.

5. Doceree and its affiliates or Partners may reject or remove a specific Content, Target,
or Destination
at any time after notifying Client if it is reasonably demonstrated that such Content, Target, or
Destination violates this Agreement. Client acknowledges that Doceree or its affiliates may participate
in auctions for media purchases for Targets which may be of interest to Client, in support of Doceree’s
own services and products, subject to the terms and conditions under Section 15 (Confidentiality).

6. Client shall be entitled to receive the Discount on the Services paid for by Client on
behalf of
advertisers during the term of this Agreement.

7. If advertiser(s) use the Endemic Content Server Services during the six (6) month period
after the
expiration or termination of this Agreement, Client shall be entitled to receive a payment in the amount
of the Discount due to Client in respect of such services. Discounts will be reconciled monthly. Within
thirty (30) days after the end of each month, Doceree shall calculate the total Discount Client is
entitled to receive based on the Aggregate Advertiser Spend during the calendar year up to and including
the end of that month. Within sixty (60) days after the end of that month, Doceree shall calculate and
pay to Client all outstanding Discounts due that have not yet been paid to Client by the end of that
month. If Client disputes the accuracy of the Discounts due, Doceree and Client shall cooperate in good
faith to resolve such dispute. The terms of this paragraph shall survive any expiration or termination
of this Agreement.

8. Client may not disclose any information from Beta Features or the terms or existence of
any non-public
Beta Features. Doceree may cease providing Beta Feature(s) at any time in its discretion, and may not,
in its discretion, provide any technical support services in relation to Beta Features.

9. Doceree will use commercially reasonable efforts not to serve Content within or adjacent
to any site,
article, content that involves, facilitates, advocates or promotes one or more of the following: (i)
discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability;
(ii) obscenity, nudity, pornographic, adult content, sexually explicit or abusive activities; (iii)
illegal gambling or illegal substances; (iv) sedition or other illegal activities; (v) URLs or any other
content that Client designates as “blacklisted” in writing made available to Doceree.

4. POLICIES AND OBLIGATIONS

1. Client is responsible for its use of the Program accounts and safeguarding its usernames
and
passwords.

2. Use of the Program is subject to Client’s adherence to Doceree’s policies, as modified
from time to
time and provided to Client in advance in writing.

3. Client must not authorize or direct any third party to:

4. Client will direct communications regarding Content on Partner’s Properties only to
Doceree.

5. CONTENT SERVING

6. TESTING

Client acknowledges that Doceree and its affiliates will periodically conduct tests that may affect
Client’s use of Programs, including Targets, Destinations, quality, ranking, performance, pricing, and
auction-time bid adjustments. Doceree shall use its best efforts to limit such tests to avoid adverse
effects to Client. Client acknowledges that these tests are to ensure the timeliness and validity of
Doceree’s services, and that Client shall not be entitled to notice of these tests.

7. CANCELLATIONS

Unless a Policy, the Program user interface, or Scope of Work provides otherwise, Client may cancel any
Content at any time before the earlier of Content auction or placement, but if Client cancels Content
after a mutually agreed commitment date provided by Doceree (e.g., a reservation-based campaign), then
Client is responsible for any cancellation fees pre-approved by Client under the applicable Scope of
Work, and Doceree does not guarantee that Content cancelled after the commitment will go unpublished.
Cancelled Content will generally cease serving within 8 business hours or as described in a Policy or
Scope of Work, and Client remains obliged to pay all charges resulting from served Content (e.g., fees
based on conversion). Client must effect cancellation of Content:

8. WARRANTY, RIGHTS AND OBLIGATIONS

1. Client warrants that it is authorized to act on behalf of each Advertiser in connection
with this
Agreement and, on behalf of each Advertiser, warrants that

2. Client retains all rights, title, control, and interest in and to Content. This Agreement
does not
transfer to Doceree or any third party any intellectual property comprised or contained in any Content.
All use of Content by Doceree or any third party in connection with the Services hereunder and any
rights arising therefrom, and goodwill generated thereby, shall inure solely to the benefit of the
respective Advertiser set forth under the applicable Scope of Work.

9. COMPENSATION

Client’s sole remedy for a failure by Doceree to deliver an agreed number of displays of Content by the
end of relevant period under the Scope of Work is that Doceree will not charge Client for the
undelivered Content or, if Client has already paid, at Client’s reasonable discretion, Doceree will
provide for (i) advertising credits, (ii) placement of the Display Content in a position Doceree and
Client mutually deem comparable within 60 days of the applicable claim or any other period mutually
agreed by the Parties or (iii) an extension of the term of the campaign. Doceree cannot guarantee that
any auction-based Content will be delivered and therefore compensation under this clause does not apply
to auction-based Content; provided, however, Client shall be entitled to a refund for any undelivered
auction-based Content.

10. PAYMENT

1. Client will pay all undisputed charges on behalf of the Advertiser for Program and
Services received,
using a payment method approved by Doceree and Client (as modified from time to time as mutually agreed
in writing by the Parties), within a commercially reasonable time period specified by Doceree and agreed
to by Client in the applicable Scope of Work.

2. If Client disputes a charge unrelated to delivery of Content, Client must notify Doceree
in writing
within {{ }}.

11. INTELLECTUAL PROPERTY AND BRAND FEATURES

1. Other than as set out expressly in the Agreement, neither party will acquire any right, title, or
interest in any intellectual property rights belonging to the other party or to the other party’s
licensors.

12. DATA PROTECTION AND CONTENT

1. In this agreement:

2. Client represents and warrants that its use of the Services and its collection or
otherwise obtaining
of any personal data for the purposes of the Services will comply with all applicable laws and
regulations, including all Data Protection Laws and Content Laws.

3. Client is responsible for determining whether the Service is suitable for its use in
light of its
obligations under the Data Protection Laws and Content Laws and Doceree will not be liable for not being
able to provide the Services if Client’s use of them would constitute a breach of any Data Protection
Laws or Content Laws

4. Client is responsible for getting and maintaining all necessary permissions and consents
required for:

5. Client shall indemnify Doceree against any losses, including all legal fees and expenses,
that result
from any breach by Client of this clause.

13. CONFIDENTIALITY

1. Client agrees not to disclose Doceree’s Confidential Information without its prior
written consent.

2. “Confidential Information” includes:

3. Confidential Information does not include information that Client already knew prior to
its use of the
Services, that becomes public through no fault of Client, that was independently developed by Client, or
that was lawfully given to Client by a third party.

14. INDEMNITY

Client shall indemnify Doceree, its affiliates, agents, and advertisers from and against any and all
third-party claims and liabilities arising out of or related to the Services, including any Content
served that is not provided by Doceree, its use of the Services; or its breach of any terms of this
Agreement.

15. LIMITATION OF LIABILITY

1. To the extent permitted by law, except for the indemnification obligations hereunder or
Client’s
breach of any intellectual property rights, confidentiality obligations, or proprietary interests set
out in this Agreement:

2. Each party acknowledges that the other party has entered into this agreement relying on
the limitations of
liability stated herein and that those limitations are an essential basis of the bargain between the
parties.

16. TERM AND TERMINATION

1. The term applying to the engagement of Doceree under this Agreement for any Services
shall be as set out
in one or more Scopes of Work covering the provision of such Services by Doceree hereunder.

2. This Agreement may be terminated:

17. MISCELLANEOUS

1. Entire agreement. This agreement constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between them, whether written or oral, relating to its subject matter.

2. Variation. No variation of this agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).

3. Notices. Any notice or other communication given to a party under or in connection with
this agreement shall be in writing, addressed to that party at its registered office or such other address
as that party may have specified to the other party in writing in accordance with this clause, and shall be
delivered personally, or sent by pre-paid first class post or other next working day delivery service,
commercial courier, or e-mail.

4. Governing law. This agreement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or formation shall be
governed by and construed in accordance with the law of England and Wales.

5. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this agreement or its subject matter or formation.