GeneralTerms & Conditions

1. SERVICES.

Antipodes will facilitate transactions between the Client (Publisher) and third parties (Buyers) engaged in purchasing, creating and/or displaying ads on Client’s Sites and other digital properties owned and/or operated by Client (“Client’s Properties”), as well as manage and optimize Client’s advertising inventory located on the said Properties (the “Services”) using the open Real-Time Bidding (oRTB) technology, through a third party ad server platform (“Ad Server”). Buyers shall purchase such advertising inventory to deliver promotional activity to the Client’s Properties (“Advertisements”). Advertisements will be provided in the format specified within the Agreement to those Buyers selected in Antipodes’ reasonable discretion. “Buyers” means any party engaged in purchasing, placing and/or utilizing Client’s advertising inventory to deliver promotion activity on Client’s Properties, including without limitation, media, direct advertisers, agencies, ad exchanges and/or ad servers.

2. OBLIGATIONS.

The Client shall cooperate fully with Antipodes and comply with its reasonable instructions to enable the provision of the Services, including implementing and maintaining, at its own cost, the technical architecture required to connect the Client’s properties to the applicable ad server through the openRTB Bidding API or another interface specified by Antipodes (the “Integration”). The Integration shall comply with Antipodes’ applicable functional and technical specifications and enable Buyers to purchase advertising inventory in near real time.

The parties shall use reasonable efforts to complete the Integration by the date agreed in writing or by email (the “Initial Delivery Date”). If the Integration does not receive Antipodes’ reasonable approval at least one (1) day before the Initial Delivery Date, Antipodes may terminate the Agreement immediately by written notice, without liability or further obligation to the Client.

The Client shall notify Antipodes at least ten (10) business days in advance of any material change to its properties that may materially affect the target audience, size, placement, content or performance of the Advertisements. If the Client fails to provide such notice, Antipodes may, within thirty (30) days of becoming aware of the change, cancel the affected placement or suspend the relevant Services, without liability. Antipodes shall not be required to pay for any affected Advertisement delivered after the relevant change.

The Client is solely responsible for the editorial content, operation, availability and legality of its properties and all other activities connected with its use of the Services. Antipodes has no obligation to review or control such properties or content.

Each party shall comply with all applicable laws and regulations relevant to its obligations under the Agreement, including applicable privacy, data protection and advertising laws. The Client shall, throughout the Term: (i) maintain a clear and legally compliant privacy policy on its properties describing the data collected, its use, and the technologies used for collection, including cookies, pixels and similar technologies; (ii) disclose that the Client works with third parties that may use cookies or similar technologies to collect non-personally identifiable information for targeted advertising; and (iii) provide any notices, mechanisms and user choices required by applicable law, including a conspicuous opt-out mechanism where applicable.

The Client shall:(i) display Advertisements without modification and in the locations and manner agreed with Antipodes; (ii) not block, alter, obscure or otherwise interfere with the delivery or display of Advertisements; (iii) not place Advertisements on blank, invisible, deceptive or content-free properties; and (iv) not place Advertisements next to or in connection with content that is defamatory, offensive, hateful, pornographic, obscene, unlawful, misleading, fraudulent, unethical, gambling-related or otherwise contrary to applicable law, public policy or third-party rights.

The Client shall not transmit personally identifiable information or other personal data to Antipodes unless expressly authorised in writing and permitted by applicable law. The Client’s properties and related activities shall comply with Antipodes’ applicable policies and shall be of sufficient quality, functionality and design to allow Antipodes to market and monetise the relevant advertising inventory effectively.

Antipodes may, at any time and without liability, reject, suspend, remove or block any inventory, Advertisement or placement that, in Antipodes’ reasonable opinion, breaches the Agreement, applicable law or Antipodes’ policies, or may expose Antipodes to legal, regulatory, reputational or commercial risk.

An account may be created for the Client in connection with its use of the Services (the “Account”). The Account may be accessed only by the Client’s employees, agents, customers and independent contractors expressly authorised by the Client (each, a “Permitted User”). The Client shall: (i) keep, and ensure that Permitted Users keep, all login credentials confidential and secure; (ii) remain responsible for all access to and use of the Account and Services by Permitted Users; and (iii) notify Antipodes promptly in writing of any actual or suspected unauthorised access to or use of the Account or Services. The Client shall ensure that all Permitted Users comply with the Agreement and shall be liable for their acts and omissions as if they were acts and omissions of the Client.

3. CONSIDERATION. REPORTING.

For all Advertising placed on Client´s Properties, Antipodes will pay the Client’s fees. Antipodes adjustments to revenue payout could include, but is not limited to costs associated with credit card fraud, advertising clawbacks, fraudulent clicks, origin and quality of the traffic, and accuracy and completeness of information required for campaign tracking. If any traffic relating to Client’s Properties is found to be purchased, invalid, misrepresentative or otherwise fraudulent in nature, as determined by a report from a third-party detailing the suspected IVT traffice and/or the fraudulent activity, Antipodes reserves the right to withhold any or all revenues due to the Client notwithstanding any contract term, course of dealing or understanding to the contrary. In the event that adjustments occur, Client will not be guaranteed the fees agreed.

Subject to the reception of a valid and complete invoice, Antipodes will make payment of the Client’s Fee owed to the Client within sixty (60) days from the end of the calendar month of activity, or as otherwise agreed in written between the Parties.

Client shall ensure that its billing and account information is correct at all times and shall notify Antipodes of any amendment to that information promptly and in writing. Antipodes shall not be liable for delays in payment resulting from Client’s failure to promptly notify Antipodes of any required amendment to billing and account information. Antipodes shall use reasonable efforts to collect all amounts due from the Buyer(s). Unless otherwise agreed, each Party shall be responsible for its own bank transfer fees.

A minimum threshold of $100 is required to process payments to the Client. If the relevant amount does not exceed $100, Antipodes will withhold payment until such time when total payment owed to Client exceeds $100. Antipodes will not assume any intermediary bank fees. Payments shall be done in the currency agreed in the Agreement. Following termination or expiration of the Agreement, all amounts remaining due shall be immediately payable in full, notwithstanding any threshold requirements or other payment limitations. Each Party is responsible for paying any taxes, duties, levies, tariffs and other governmental charges including, without limitation, VAT (collectively, “Taxes”) for which such Party is legally required by applicable law or authorities

Antipodes shall have the sole responsibility for calculation and reporting of the Client Fee and all statistics, including clicks, leads, sales, clicks, earnings reports, and referral earnings (collectivelly, “Reports”), which such reporting will be made available electronically by Antipodes within thirty (30) days of the end of a calendar month. Central European Time shall be the time period used for all traffic calculations. Antipodes will produce the Reports that describes the Client Fee due to Client provided on a calendar-month basis with the net cost based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term. Antipodes will post Reports of all traffic electronically and grant access to Client upon request. Client's Fee will be calculated based on Antipodes' Reports of Buyer activity for the relevant calendar month, in accordance with Section 3. Antipodes' Reports may reflect deductions or adjustments for invalid traffic, fraudulent activity, billing discrepancies, or amounts not remitted by the applicable Buyer(s), as identified pursuant to a third-party report or Antipodes' standard verification process. Where such an adjustment is identified after a Client Fee has already been paid, Antipodes may apply a corresponding deduction to the Client's Fee in the following payment cycle. The foregoing notwithstanding, Antipodes’ Reports shall be a final and binding determination of all measurements and payments generated through the Services (including, without limitation, advertising transactions, billable transactions, Client’s Fee, and invalid traffic).

Antipodes’ statistics and Reports will be binding for the Parties unless there is a discrepancy between Antipodes´ reported statistics and Client’s statistics of ten percent (10%) or higher. In that instance Parties shall work together in good faith to resolve such discrepancy. In the event that the Parties are not able to resolve such discrepancy, then such discrepancy shall be split equally (50/50) between the Parties. In the Agreement, “$” refers to U.S. Dollars.

4. REPRESENTATIONS & WARRANTIES.

Client hereby represents and warrants to Antipodes that (a) the Agreement is a duly authorized, binding agreement of Client and all necessary actions of Client have been taken to authorize the Agreement; (b) it owns all of the Client Properties and/or has the necessary authority to enter into the Agreement with respect to the Client’s Properties; (c) Client and each Client Property will comply with any and all applicable laws, rules and regulations (including but not limited to all relevant privacy and data protection regulations); and (d) that the Client Properties do not and will not contain: (i) any content that is defamatory, libelous, or that violates any applicable law or regulation, (ii) any content that infringes or violates any copyright, trademark, patent, right of publicity, right of privacy, moral right, or other right of any third party, (iii) nudity, pornography, or offensive graphics, content or language; (iv) hate material or inappropriate or controversial subject matter of any nature. In no event shall Antipodes pay to the Client any revenue that is derived from advertising on such websites.

Antipodes hereby represents and warrants to Client that the Agreement is a duly authorized, binding agreement of Antipodes and all necessary actions of Antipodes have been taken to authorize the Agreement.

Client understands and agrees that from time to time the Ad Server, the Client’s Properties and/or the Advertisements may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) Ad Server failure/maintenance; (iii) periodic maintenance procedures or repairs which may undertake from time to time; or (iv) causes beyond the control of Antipodes or which are not reasonably foreseeable by Antipodes, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of sites or interfaces, properties congestion or other failures.

Antipodes does not make any representations or warranties of any kind, whether express, statutory or implied. Antipodes does not represent or warrant that: (i) the services and the infrastructure that make the service available will be provided error-free, uninterrupted, timely, secure or virus-free; (ii) the services will meet Client’s requirements or expectations; (iii) any stored data or reporting will be accurate, reliable or free from loss. Each party expressly disclaims any other representations and warranties, express, statutory, or implied, including any implied warranties of fitness for a particular purpose, title, merchantability, noninfringement, course of dealing, or performance.

Each party warrants that it has all necessary licenses, rights and clearances to perform its obligations under this GTCs (including, but not limited to, the Client obtaining all necessary rights, waivers and permissions from users to each Client´s Property).

EXCEPT FOR THE WARRANTIES HEREIN DESCRIBED, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY ANTIPODES. ANTIPODES DISCLAIMS ANY IMPLIED WARRANTIES, PROMISES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, AND FURTHER DISCLAIMS ALL WARRANTIES WITH REGARD TO THE RESULTS CLIENT MAY OBTAIN (INCLUDING THE PURCHASING OF CLIENT´S ADVERTISING INVENTORY) FROM ENTERING INTO THE AGREEMENT. THE ANTIPODES SERVICES ARE AVAILABLE ON AN “AS-IS” BASIS AND ANTIPODES DISCLAIMS ALL WARRANTIES RELATED THERETO EXCEPT AS EXPRESSLY SET FORTH HEREIN. UNDER NO CIRCUMSTANCE SHALL ANTIPODES HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEPT FOR ANTIPODES’ INTENTIONAL MISCONDUCT.

5. LIMITATION OF LIABILITY.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, NOR SHALL ANY PARTY BE LIABLE TO THE OTHER FOR DAMAGES DUE TO THE LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, INCURRED BY EITHER PARTY ARISING OUT OF THE AGREEMENT (PROVIDED THAT THIS LIMITATION SHALL NOT LIMIT CLIENT’S OBLIGATION TO INDEMNIFY HEREUNDER), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ANTIPODES BE LIABLE TO CLIENT FOR AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY ANTIPODES TO CLIENT PURSUANT TO THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVE RAISE TO THE CLAIM.

6. INDEMNIFICATION.

Client agrees to indemnify, defend, and hold harmless Antipodes (including its respective officers, directors, employees, shareholders, affiliates, representatives and agents) from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with any (a) violation of applicable laws, rules or regulations; (b) products and/or services offered, sold or otherwise provided on the Client´s Sites, or otherwise contained in any content or promotional displays; (c) infringement of an intellectual property right or other right of any third party by Client, a Client Site or otherwise; (d) any claim by a third party arising out of or relating to Client’s actions, omissions, or obligations under the Agreement; (e) failure to publish or abide by its privacy policy or hosting or delivering content on any Client Site that is obscene, defamatory, illegal, deceptive, gambling- related or hateful; or (f) breach by Client of any representation, warranty, or covenant set forth in the Agreement. Antipodes agree to indemnify, defend, and hold harmless Client (including its respective officers, directors, employees, shareholders, affiliates, representatives and agents) from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with Antipodes’ gross negligence or willful misconduct.

7. CONFIDENTIALITY.

“Confidential Information” means any non-public information disclosed or made available by one party (the “Discloser”) to the other (the “Recipient”), in any form, that is identified as confidential or should reasonably be understood to be confidential, including information relating to the Discloser’s business, technology, products, services, processes, finances, plans, customers, suppliers, personnel and trade secrets. Confidential Information does not include information that the Recipient can demonstrate:(i) was lawfully known to it before disclosure; (ii) is or becomes public other than through a breach of the Agreement; (iii) is lawfully received from a third party without a confidentiality obligation; (iv) is disclosed by the Discloser to a third party without confidentiality restrictions; or (v) is independently developed without using or referring to the Confidential Information. The Recipient shall use Confidential Information only as necessary to perform the Agreement and shall protect it against unauthorised access, use or disclosure using at least reasonable care and no less care than it uses to protect its own confidential information. The Recipient may disclose Confidential Information only to its directors, employees and professional advisers who need to know it for the purposes of the Agreement and are bound by confidentiality obligations. The Recipient remains responsible for their compliance with this clause. The Recipient shall not copy, reproduce, disclose or make available Confidential Information except as permitted by the Agreement or with the Discloser’s prior written consent. If the Recipient becomes aware of any loss, unauthorised access, use or disclosure, it shall promptly notify the Discloser and use reasonable efforts to mitigate the effects and recover or secure the information. If disclosure is required by law, regulation, court order or a governmental authority, the Recipient may disclose only the required portion, provided that, where legally permitted, it gives the Discloser prompt written notice and reasonably cooperates with the Discloser’s efforts to challenge, limit or protect the disclosure. The obligations in this clause shall apply for three (3) years from each disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

8. MISCELLANEOUS.

The Agreement (including these GTCs) constitute the full arrangement between the Parties with respect to its subject matter and shall supersede any and all prior agreements and understandings relating thereto. The Parties are independent contractors and the Agreement does not establish an employer/employee relationship, joint venture, agency or partnership between the parties. No change, modification, alteration or addition of or to any provision of the Agreement shall be binding unless in writing and executed by or on behalf of both Parties by a duly authorized representative. Neither party shall assign any of its rights or obligations under the Agreement to any other entity without the other party’s prior written consent; provided that Antipodes may assign or transfer the Agreement and its rights/obligations under the Agreement to an entity acquiring all or substantially all of the assigning Antipodes’ assets, whether by acquisition of assets or shares or by merger or consolidation. Each party agrees to perform acts and to execute and deliver any further documents as may be reasonably necessary to carry out the intent and provisions of the Agreement. When Antipodes acts solely as an intermediary, it is exempt from all liability regarding advertising materials and spaces. However, to facilitate dispute resolution, buyers and sellers of advertising are considered third-party beneficiaries entitled to directly demand mutual performance of their obligations, without the possibility of claiming an absence of a contractual relationship. Notwithstanding anything else contained herein to the contrary, Antipodes shall not be in default or otherwise liable for any delay in or failure of its performance under the Agreement where such delay or failure of its performance arises by reason of any Act of God, actions of any government or any governmental body, acts of war, the elements, strikes or labor disputes, or other cause beyond the control of Antipodes. If any of the terms contained in the Agreement shall, for any reason, be held to be void or unenforceable, it shall not affect the validity or enforceability of any other term in the Agreement. The Client grants Antipodes a royalty-free, worldwide, non-exclusive, and non-transferable license to use its trademarks and logos solely in marketing materials and presentations, with Antipodes acknowledging the Client’s exclusive ownership. The Client reserves all other rights and may revoke this license if the use does not comply with its brand policies. The failure of either party to enforce at any time any of the provisions of the Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either Party to enforce each such provision thereafter. The parties agree that the Agreement may be executed and delivered by electronic signatures and that the signatures appearing on the Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. None of the parties will dispute the validity and enforceability of the Agreement for the mere fact of having been executed with electronic signatures. The Agreement may be executed and delivered (including by electronic means) in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same document. Notices to be given or submitted by either Party to the other pursuant to the Agreement shall be in writing, by email or mail and shall be sent to the addresses identified by each Party, or at such other addresses as shall be given by either Party to the other in writing. Notice shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by email followed by a written or electronic confirmation; (b) two (2) days after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified mail. The Agreement shall be governed by and construed under the laws of Spain without reference to principles and laws relating to the conflict of laws. The competent court of the city of Madrid (Spain), shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to the Agreement. Notwithstanding the foregoing, Antipodes may seek injunctive or other equitable relief in any jurisdiction in order to protect its property rights.