AZAMEO PLATFORM TERMS OF SERVICES

Date: 2017/01/01

The following terms and conditions (these “Terms of Use”) are between:
Azameo SAS, headquartered at 13B chemin des pierres du moulin, 06650 Le Rouret, with registration number 80070647500012 R.C.S GRASSE, with a capital of €61,200.53, represented by Eric Baissus its C.E.O, which can be contacted using the contact form available on the Azameo websites, (“The Vendor”, “The Company” or “Azameo”) and the client (“The Client”), both referenced as the parties (“The Parties”) and apply to the provision of the Azameo Services.

1) PURPOSE

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. If you do not agree to all the terms and conditions of this Agreement, you must discontinue use of the Services.

2) DEFINITIONS

•   Target Audience: means users on the Azameo Network who will be targeted with personalized banners based on the Azameo Technology.
•   Banners: means any ad promoting the products and brand of the Client, which will be optimized by the Azameo Technology.
•   Client content: means images, graphics, text, data, links or other creative elements supplied by the Client to Azameo for inclusion in Banners.
•   Client data: means data that Azameo collects through Azameo tags on the Client’s properties which includes any information that can be attributed to a user via cookies or other technologies that record events related to users’ activity on Client’s properties (such as the number of pages viewed, the products the user viewed, user searches).
•   Anonymous Client data: means data collected by Azameo for the purpose of providing the Service for the Client that can no longer by linked to the Client i.e. Client Data that does not identify or permit identification of a client.
•   Azameo data: means anonymous data provided by Azameo or third-parties, non-related to the Azameo Services provided to the Client.
•   Azameo platform: means the Azameo programmatic platform allowing to target the right audience with the right banner at the right moment, using Azameo algorithms and in order to fit the advertising needs defined with the Client.
•   Azameo network: means a network of publishers on supported interactive properties whose identity is unknown to the Client and administered at the sole discretion of Azameo for display of Banners. The Azameo network includes publisher’s placements accessible via the RTB – real-Time Bidding – platforms such as the AppNexusTM or the FacebookTM Ads.
•   Azameo Services: means the Services provided by Azameo.
•   Supported interactive properties: website or banners
•   Azameo tags: tracking code implemented by the Client on its supported interactive properties that does not permit identification of a web user but is used to record information relative to the browsing history on the supported interactive properties.

3) SITE ACCESS AND SERVICE PROVIDED

Azameo provides the marketing services that are described on its web sites (http://www.azameo.com, http://dashboard.azameo.com ).
Azameo Services are based on :
•   A programmatic platform (« the Azameo Platform), that enables the display of banner ads on the Azameo Network in real-time and to a target audience
•   Azameo data and Third-party data that enables to target a relevant audience with banner ads as agreed with the Client – Algorithms that help optimize the campaign depending on the objectives agreed with the client (increase of sales, increase of brand awareness, advertising of an offer to an audience)
•   tags that help collect, analyze and render client data.

4) SETTING UP THE SERVICE

The Client will comply with the technical requirements and specifications of the Azameo Services together with any other requirements and specifications Azameo may specify in writing from time to time. These technical specifications may include the following operations: (i) including software code, tags and cookies supplied by Azameo on the Client’s properties (including on its websites and, if applicable, email newsletters). Furthermore, the Client shall comply at all with Azameo’s policies that include its privacy policy http://www.azameo.com/legal-notice. The Client acknowledges that these policies may be updated from time to time to reflect Azameo’s practices and new products/services. In the event of any material change to these policies, Azameo shall communicate these changes in advance.

5) MEASUREMENTS AND REPORTING

Azameo measures, through its servers, the number of qualified impressions and/or other metrics like the awareness key performance indicator or the Return on Investment. Azameo grants the Client access to an online interface to access statistics as part of the Azameo Services. Statistics are updated with a maximum delay of 72 hours.

6) INTELLECTUAL PROPERTY

Each Party remains sole owner of the intellectual property rights it owned prior to the execution of the Agreement. Azameo is the sole owner of all intellectual property rights in and to the Azameo Technology and Azameo Data. Client is the sole owner of all intellectual property rights in and to the Client Data. The Client authorizes Azameo: (i) to collect, use, analyze and process the Client Data, to combine the Client Data with Azameo Data and Azameo Sourced Data and to perform the Service for the Client; (ii) to improve Azameo Platform and Services with Anonymous Client Data; and (iii) to disclose Client Data if required by law. The Client shall not modify or attempt to modify the code or otherwise reverse engineer or create derivative works of any aspect of the Azameo Technology.

7) PRIVACY

The Client acknowledges and accepts it will include said code and tags on its properties. Any data received by Azameo via said tags will be used for performing the Azameo Services, enhancing the Azameo Platform. Azameo will collect and use such data in accordance with applicable laws and regulations, including but not limited to laws governing privacy and data protection. The Client undertakes to include on its properties (i) a privacy policy that includes a link to the Azameo privacy policy and when legally compulsory (ii) appropriate notice and choice mechanisms that comply with relevant laws and regulations. When notices are legally required they should indicate prominently to users (i) that by continuing to browse on Client properties, they consent to cookie (or other tracking technologies) dropping for the purpose of serving targeted advertising and web analytics.

8) WARRANTIES ET INDEMNITIES

Except as set out in this clause, Azameo gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Azameo Platform and Services provided under the Agreement. The Client warrants and represents to Azameo that: (i) it has the right, power and authority to enter into this Agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content to Azameo for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, regulations, advertising and marketing codes of practice in any of the jurisdictions where Banners displayed; (iv) the Client Content does not contain any material that is obscene, defamatory or contrary to any applicable law or regulations and does not give access via hyperlinks to any property containing material that is obscene, defamatory or contrary to any applicable law or regulation; (v) it shall not provide any personal data, via its data feed or otherwise, pursuant to applicable data protection laws; (vi) any information provided under the Agreement is true, accurate, complete and current; and (vii) it shall comply with all relevant laws and regulations including any guidelines or policies as made by Azameo. The Client shall defend, indemnify, and hold Azameo harmless from and against any third-party suit, proceeding, assertions, damages (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of this clause.

9) FEES AND MALWARE POLICY

Azameo is committed to maintaining a safe platform for our clients and publishers. Azameo retains discretion to take any reasonable action to address malware issues (i.e., any software used to disrupt computer operation, gather sensitive information or gain access to private computer systems) on our platform, including suspension and termination of Client’s account. In addition to the standard fees, Azameo shall be entitled to charge, and client agrees to pay, a fee in the amount of 150 Euros per each incident in which malware is detected on client interactive properties: website or banners (including any websites or other digital platforms that are linked to any Client interactive properties); provided, however, that payment of such additional fees shall not relieve Client from liability for any losses or other damages incurred by Azameo in connection with the presence of such “malware” in violation of this Agreement.

10) LIABILITY

To the maximum extent permitted by applicable law, neither party shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with the Agreement, even if said party has been advised of the possibility of such damages. Neither party shall have any liability for any failure or delay resulting from any event, beyond the reasonable control of that party including, without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, strike (force majeure event). Client acknowledges and accepts that the price paid by Client takes into account the risks involved in this transaction and this represents a fair allocation of risk. For the avoidance of doubt, nothing in this Agreement excludes or limits either Party’s liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful. Save for the indemnity in clause 8 above, to the maximum extent permitted by applicable law, each Parties’ liability under the Agreement, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general/direct money damages and shall not exceed the amount corresponding to the last 6 months invoiced to the Client. The Client acknowledges and accepts the risk that third parties may generate impressions, clicks or other actions affecting the charges under the Agreement for fraudulent or improper purposes. Azameo shall have no responsibility or liability to the Client in connection with any third party click fraud or other improper actions that may occur.

11) MODIFICATION / UPDATE

Azameo reserves the right to modify the Terms at any time. The Terms are effective as soon as they are available online at the following link: http://dashboard.azameo.com

12) CHOICE OF LAW

THIS AGREEMENT SHALL BE GOVERNED BY FRENCH LAW AND THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF PARIS IN RESPECT OF ANY DISPUTE OR MATTER ARISING OUT OF OR CONNECTED WITH THE AGREEMENT.