1. Definitions.

"Advertisement" or "Ad" means text, videos, graphics, rich media, and other advertising materials.
"Ad-tag" means a piece of programming code to serve any kind of Advertisement
"Bid Price" means an RTB Buyer's winning bid for a given Impression on Publishers' Website(s) measured on a per thousand impression (CPM) basis.
"Impression" means a measurement of responses from an ad delivery system to an ad request from Publishers' user's browser.
"RTB Buyers" means the Ad buyers on the ConnectAd programmatic ad exchange who deliver, serve, and display Ads.
"Website(s)" means Publishers' domain names which have integrated ConnectAd Ad-tags to display Ads.
"Effective Date" means the date on which impressions are rendered on Publisher Inventory.
“CPM” means cost per mille (cost per thousand).
“Publisher” means the Party using the ConnectAd Service.

2. ConnectAd Service.

By accessing and using the ConnectAd Service, Publisher agrees to comply with and be bound by this Agreement.

Publisher hereby engages ConnectAd to provide the ConnectAd online advertising optimization services on and relating to Publisher’s and its partners’ advertising inventory (“Publisher Inventory”) on and relating to all of its and its partners’ respective Web sites, Internet-powered applications, mobile, smartphone, tablet and other wireless devices and any other Internet-accessible material whether existing before or after the Effective Date (the “Publisher Properties”).

ConnectAd operates a real-time, data-driven automation platform for advertising, data management and yield optimization. The ConnectAd Service creates an auction for each advertising impression from the Publisher Inventory where the “bids” are derived from multiple sources, including various media buying clients (each a “Demand Partner”). Publisher authorizes ConnectAd to serve content, advertising materials and/or related technology from Demand Partner on its Inventory. ConnectAd collects site, user and third-party data related to your Inventory.

Subject to the terms and conditions of this Agreement, ConnectAd hereby grants Publisher access to the ConnectAd Services during the Term solely for purposes of (a) serving advertisements for delivery through the ConnectAd Services, and (b) receiving and analyzing reporting data made available via the ConnectAd Services. ConnectAd reserves the right to restrict or remove the Publisher's access to the ConnectAd Services if necessary.

Upon our written request, Publisher will promptly remove Ad-Tags from any Inventory. Publisher may not place Ad-Tags on any Publisher Inventory that ConnectAd has not approved in advance. ConnectAd may, if necessary, choose to decline specific ads, adjust or pause the Services, or deactivate the Publisher account to ensure alignment with platform standards.

Publisher acknowledges that ConnectAd has no responsibility for reviewing the content of any advertisement appearing on the Website. However, ConnectAd will contractually require its Buyers to comply with ConnectAd ad quality standards, ConnectAd Ad Exchange policies, or substantially similar guidelines with respect to the Advertisements. Publisher may request to block Advertisement categories in writing at any time. Publisher may ask to block an Advertisement it finds objectionable, by providing ConnectAd with written notice of the URL. Notwithstanding any of the foregoing, neither party may remove a live/presently served Advertisement.

Publisher consents to ConnectAd's right to use the Publisher's publicly available company logo for marketing and promotional purposes, including but not limited to use on ConnectAd's website, social media platforms, and marketing materials.

3. Payment.

a) ConnectAd will pay Publisher within ninety (90) days based on the self-credit note issued by ConnectAd unless otherwise agreed upon by the parties in writing, subject to our prior receipt of valid payment and tax information. If amounts due hereunder do not exceed $300, ConnectAd shall allow amounts owing hereunder to accumulate and shall only make Payment the amounts have exceeded $300.

b) Compensation is based on the applicable winning Bid Price(s). Payment will be made based on ConnectAd reporting of Impressions which shall be provided to Publisher on a monthly basis in the currency selected by the Publisher and to the bank account designated in the ConnectAd Interface. Bids will be placed on a net CPM (cost per one thousand impressions) basis, all reportings and statistics are reflecting publisher net values.

c) In the event ConnectAd is unable to provide Publisher with a bid for a bid request or provides a Bid Price that Publisher does not accept, ConnectAd will not owe any payment for that bid request.

d) Each calendar month, ConnectAd shall use commercially reasonable efforts to collect Publisher Revenue due from Demand Partners. If ConnectAd is or in its reasonable discretion will be unable to collect any amount of Publisher Revenue, then such amount shall be deemed “Outstanding Receivables.” Without limiting the foregoing, any Publisher Revenue that remains unpaid for a period of more than one-hundred twenty (120) days following the end of the calendar month during which the applicable Publisher Inventory was purchased shall also be deemed Outstanding Receivables. Once deemed, ConnectAd will advise Publisher and adjust the subsequent Publisher Statement to reduce the amount payable to the Publisher.

e) If a Demand Partner fails to remit payment to ConnectAd within a period exceeding thirty (30) days from the contractually agreed upon payment terms, ConnectAd guarantees Publisher that said demand partner will be excluded from purchasing ConnectAd inventory to mitigate the risk of a revenue loss higher than necessary.

f) ConnectAd shall provide Publisher with a password-protected web page on the ConnectAd web site where Publisher shall be able to access all records of delivering advertising to the Publisher Inventory including impression reports, revenue reports or other applicable measure. Publisher acknowledges that any and all numbers displayed in Publisher Reporting are estimates and do not represent actual numbers for billing purposes.

g) No text or incentives (such as points, gifts, prizes, premiums, cash, or some other form of remuneration) may be used by Publisher or its media suppliers to encourage visitors to click on an Advertisement. If in ConnectAds’ reasonable determination, there has been incentivized, computerized or otherwise deceptive or artificial means used to increase impressions, page views, engagement, interactions, click-throughs or any other campaign metric (a “Fraudulent Activity”), ConnectAd may terminate this Agreement effective upon notice and Publisher will forfeit all fees under this Agreement, including those previously paid and that may not be related to the Fraudulent Activity. Fraudulent Activity may include, but is not limited to, repeated manual clicks or impressions, excessive automated refresh of impressions with a refresh time of less than 30 seconds (refresh of advertising without user interaction), use of robots, automated click and impression generating tools, third-party services generating clicks or impressions such as paid-to-click, paid-to-surf, auto-surf, and click-exchange programs, or any deceptive software and any violation of the ConnectAd Content Guidelines. Publisher will indemnify ConnectAd and its RTB Buyers for any damages or claims, including lost advertising revenue resulting from a Fraudulent Activity.

h) ConnectAd takes certain precautions like Domain approval, manual website screenings, automated anomaly detection, etc. to ensure high traffic quality standards. If certain domains are blocked, ConnectAd rejects the request, and no bidding will happen on the specific domain/placement. Publisher agrees that they must obtain a status of traffic submitted to ConnectAd and deactivate all placements with a block rate > 90% immediately. The block rate can be reviewed by the Publisher in his ConnectAd Dashboard. Furthermore, Publisher agrees to immediately remove all ad tags and ensure that no requests are submitted to ConnectAd from domains that did not pass our quality checks and were therefore rejected. ConnectAd reserves the right to charge Publisher with a technical compensation of CPM $ 0.01 for submitted Ad Requests that were blocked. Publisher agrees to pay the amount due within 30 days, or ConnectAd reserves the right to offset against existing claims.

i) All amounts are exclusive of taxes and payable in the currency selected in the ConnectAd UI only unless otherwise agreed by the parties. Publisher shall pay all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed on Publisher by any federal, state, or local governmental entity in connection with the delivery or Publisher’s receipt of the Services.

4. Cancellation and Termination

This Agreement shall remain in full force and effect while Publisher uses the ConnectAd Services or maintain an Account with us. Either Party may terminate this Agreement at any time with immediate effect upon delivery of written (email to be sufficient) notice. Publisher will make no further use of ConnectAd Services after the date of termination and ensure that no further Ad Requests are sent to ConnectAd. If Publisher fails to remove ConnectAd Ad-Tags after termination of this Agreement, ConnectAd reserves the right to charge Publisher with a technical compensation of CPM $ 0.01 for Ad Requests submitted to ConnectAd. Publisher agrees to pay the amount due within 30 days.

5. Warranties; Disclaimer.

5.1 Mutual Warranties.
Each party represents and warrants to the other party that (a) it has all necessary rights and authority to enter into, execute and perform its obligations under this Agreement; and (b) the execution of this Agreement and the performance of their respective obligations hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

5.2 ConnectAd Warranties.
ConnectAd represents and warrants to Publisher that ConnectAd will not violate any applicable law or regulation nor any third parties’ rights in connection with the performance of the ConnectAd Services hereunder.

5.3 Publisher Warranties.
Publisher represents and warrants to ConnectAd that (a) each Publisher Property that displays advertisements via the ConnectAd Services shall not violate any applicable laws or regulations, contain Prohibited Content or have not been previously approved by ConnectAd, (b) it will not and will not permit any third party to, directly or indirectly: (i) access, launch or activate the ConnectAd Services through or from, or otherwise incorporate the ConnectAd Services in, any software application, website or other means other than the Publisher Properties; (ii) transfer, sell, lease, syndicate or otherwise sublicense the ConnectAd Services; (iii) generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means; (iv) encourage or require end users or any other persons, either with or without their knowledge, to click on the advertisements displayed through the ConnectAd Services through offering methods that are manipulative, deceptive, malicious or fraudulent; (v) pass any data to ConnectAd that could be used to personally identify any person without obtaining such person’s consent to pass such data to ConnectAd; and (c) it has and will maintain throughout the Term all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to the Publisher Properties and to permit ConnectAd to provide the ConnectAd Services to Publisher as contemplated under this Agreement. “Prohibited Content” is defined as indecent, obscene, or pornographic material, hate speech, subject matter that a reasonable person would consider highly objectionable, any material which improperly references illegal activities, or any material that is or contains malware, viruses, or other potentially destructive computer programs and security threats.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS RESPECTIVE SERVICES OR PRODUCTS, INCLUDING NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. Privacy & Data-Usage

a) Each party agrees to comply with its respective obligations under (i) all applicable privacy laws, rules and regulations, including, without limitation, the California Consumer Privacy Act (“CCPA“), the Regulation 2016/679 (General Data Protection Regulation) (“GDPR“), the GDPR as incorporated into United Kingdom law pursuant to section 3 of the European Union (Withdrawal Act) 2018 (“UK GDPR“), and any implementation of the European Union Directive 2002/58/EC (as modified by Directive 2009/136/EC), and any replacement legislation, the Swiss Federal Act on Data Protection (“Swiss FDPA“), and any other data protection laws of the EEA and its Member States, or any legislation or regulation amending, supplementing or any of the foregoing from time to time (together “EU Privacy Laws“) for any Sites providing content to readers within the European Economic Area or United Kingdom, and  (ii) generally accepted privacy self-regulatory guidelines, such as the principles of the Digital Advertising Alliance (“DAA Self-Regulatory Principles“), including the corresponding DAA Self-Regulatory Principles established in other countries and/or regions, as applicable.

b) Publisher must (i) give consumers any and all notices required under the CCPA at the time of personal information data collection and that this notice, among other things, includes a “Do Not Sell My Personal Information” link for submitting opt-out requests, (ii) maintain and comply with a privacy policy in compliance with applicable law and regulations, including required notice of data collection, use and transfer practices related to the Services, and (iii) comply with the enhanced notice obligations applicable to first parties under the DAA Self-Regulatory Principles, including providing a link from Customer’s privacy policy or the Sites to the DAA YourAdChoices tool and/or the MobileApp Choices tool, as applicable.

c) The terms of the independent Controller Data Processing Addendum located at https://insight.connectad.io/docs/dpa_connectad.pdf (“DPA“) is hereby incorporated by reference and will apply to the extent any Data includes Personal Data (as defined in the DPA). The DPA sets out how the parties shall process Personal Data on Customer’s behalf in connection with the Services provided to Publisher under this Agreement, including terms addressing lawful data transfers, as applicable.

7. Indemnification

ConnectAd shall defend, indemnify, and hold harmless Publisher and its Affiliates, and its and their officers, directors, employees, and agents, from and against any and all justified claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) arising out of a third party claim (collectively, the “Losses”)  resulting from, arising out of, or related to: ConnectAd’s breach of any of its representations and warranties set forth in Section 5.2 hereof or a justified claim that the ConnectAd Dashboard or software violates a third party Intellectual Property Rights, except to the extent that such claim arises out of the use of the ConnectAd Publisher Dashboard in combination with Publisher Content or Advertising. Publisher shall (A) promptly notify ConnectAd in writing of such claim; (B) grant ConnectAd sole control of the defense and settlement of such claim (provided that ConnectAd shall not enter into any settlement without the prior written consent of Publisher); and (C) provide ConnectAd, at ConnectAd’s expense, with all reasonable assistance required for the defense and settlement of such claim.

Publisher shall defend, indemnify, and hold harmless ConnectAd and its Affiliates, and its and their officers, directors, employees, and agents from and against any and all justified claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) asserted by any third party arising out of or related to Publishers breach of this agreement. ConnectAd shall (A) promptly notify Publisher in writing of such claim; (B) grant Publisher sole control of the defense and settlement of such claim (provided that Puπblisher shall not enter into any settlement without the prior written consent of ConnectAd); and (C) provide Publisher, at Publishers expense, with all reasonable assistance required for the defense and settlement of such claim.

8. Limitation of Liability

EXCEPT WITH RESPECT TO (A) EITHER PARTY'S OBLIGATIONS CONCERNING CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS, (C) PAYMENT OF FEES DUE UNDER THIS AGREEMENT, AND (D) CASES OF FRAUD OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE ACTUAL AMOUNT PAID BY THE DEMAND PARTNER TO CONNECTAD UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM, OR (II) ANY OTHER APPLICABLE AMOUNT AGREED UPON IN WRITING.

FURTHERMORE, NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Choice of Law & Venue

This Agreement shall be construed and interpreted under the laws of Austria without giving effect to the principles of conflict of laws in those jurisdictions, and the parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the courts of Austria in respect of any dispute arising under or in connection with this Agreement.