Terms and Conditions

Interpretation

In this Contract, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Contract: this agreement between MEG and the Client for the purchase of Media Placements and related services, comprising these Demand Platform User and Buyer Terms and Conditions as amended by the schedule of amendments included herein.

Data Protection Laws: means all applicable laws and regulations relating to the processing of personal data and data privacy including but not limited to the Data Protection Directive (95/46/EC), the Data Protection Act 1998, the Directive on Privacy and Electronic Communications (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000 and the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and any related codes of practice and other guidance issued by the Information Commissioner's Office or other relevant regulatory bodies, and the equivalent of the foregoing in any relevant jurisdiction;

Failed Media: means Media Placements that have not have not rendered the Client advert as agreed due to the actions of the Media Owner. This is subject to the specific terms and conditions of the Media Owner in question.

Media Owner: means any third party with whom the MEG contracts or places an order either directly or indirectly for the purchase of Media Placements.

Media Placement: means the advertising, sponsorship or promotional space and/or time in a publication, broadcast stream, press insert, transmission, VOD, website, poster, digital board, or the purchase or media rights, or any other on or off-line platform which is, or could be, purchased either directly or indirectly from third parties via the MEG or MEG Platform in connection with the provision of Services howsoever purchased (“Media Price”).

MEG Platform: means the application that the Client uses to access Media Placements, analytical tools and further services as defined from time to time

MEG Proprietary Materials: means the following intellectual property rights, wherever in the world enforceable, including all reversions and renewals and all applications for registration: any patents or patent applications; any trade marks (whether or not registered);inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration; copyright or design rights (whether registered or unregistered);software; database rights; any goodwill in any trade or service name, trading style or get-up; and any and all other intellectual or proprietary rights;

Moral Rights: means all rights described in Part I, Chapter IV of the Copyright Designs and Patents Act 1988 and any similar rights of authors anywhere in the world.

Services: the Provision of Media Placements for Purchase on and off the MEG Platform.

Basis of Contract

The MEG acts in all its contracts with third parties with regard to the Supply of Services set out in this Contract as a principal in law.

The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of MEG which is not set out in the Contract.

Supply of Services

The MEG shall display available Media Placements from the Client for Media Buyers to purchase on its MEG Platform, or off platform via email on request, and will facilitate bids for Media Placements by the Client to the Media Owner for approval.

Successful bids are wholly dependent by approval by the Media Owner. The MEG takes no responsibility for approvals or rejections and the Media Owner does not need to give reason for any bid rejection.

MEG shall use reasonable care and skill to ensure pricing and bids are reflective of information provided by the Media Owner and Client when displayed on the MEG Platform.

Once a bid has been accepted the Client must abide by the conditions set out in Clause 4. A Client may not cancel a bid once it has approved by the Media Owner. Should the Client miss Media Owner deadlines for materials required to activate the Media Placements the Client may lose their Media Placement with no right to recompense. Where permitted, the Client may onsell a purchased Media Placement on the MEG Platform secondary market, all acceptance of bids on which will be subject to the approval of the Media Owner.

The MEG agrees to outline to the Client relevant deadlines to for the provision of materials to the Media Owner as advised by the Media Owner.

Should Failed Media occur the Client shall be entitled to a refund of the specified Media Placement.

Obligations of the Client

The Client shall:

provide to the Media Owner in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) reasonably required by the Media Owner and Vendor in connection with this Agreement and ensure that they are accurate and complete in all material respects;

obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to comply with this Agreement, including in relation to the use of all Client Materials;

ensure that the relevant Client Properties feature an easy-to-understand privacy policy and, if applicable, any other measures that are necessary to comply with: any Vendor terms of service and related policies; and Applicable Laws; and Client Industry Laws.

comply with any additional responsibilities of the Client as set out in the relevant MEG policies.

Media Owners and Vendors typically provide goods and services on the basis of their standard terms and conditions and Client acknowledges and agrees that all Media Placements, and Vendor goods and services are provided subject to such terms and conditions. The Client acknowledges that certain Media Owners and Vendors may have specific contractual and sign off procedures associated with individual Media Placements, and the Client agrees to follow said procedures. MEG is not responsible for any acts or omissions of the Client that violate such terms and conditions nor is MEG responsible for Media Owner or Vendors acts or omissions.

MEG shall, at the onboarding stage of the Client onto the MEG Platform or when specifically prompted by a Media Owner, provide the Client with copies of all Third Party contracts of Media Owners and Vendors which sell inventory on the MEG Platform.

Payment Terms

In order to trade on the MEG Platform any entity acting as a Media Buyer is required to provide funds / monies for trading upfront which are represented as Tokens in the Client account. Should the Client decide to adopt the role of Media Buyer at any time it will not be able to purchase any Media Placement that it does not have sufficient Tokens in the account to cover the price of the Media Placement and all associated Commissions, taxes and levies.

All purchases of Media Placements off the MEG Platform via MEG requires the Client to provide the funds and Commission Fee for the total value of the Media Placement and Commission Fee in advance of order confirmation.

For Monthly Fees or any bespoke services do not consist of the purchase of Media Placements the Client will pay MEG within 30 days of the date of the invoice.

All sums payable under this Agreement are exclusive of Value Added Tax which will be charged at the prevailing UK rate.

The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

Intellectual Property

The Client acknowledges that all Intellectual Property Rights in the MEG Proprietary Materials shall be owned by and remain the property of and vested in the MEG. Subject to the MEG receiving payment of all Fees attributable to the MEG Proprietary Materials licensed under this clause, the MEG hereby grants to the Client a licence to use such MEG Proprietary Materials as are included in this Contract.

To the extent permitted by law the MEG shall be the sole owner of all Moral Rights in the MEG Proprietary Materials included in the delivery or the Supply of Services of this Contract.

For the avoidance of doubt, the MEG shall not be liable under or in connection with this Contract for any modifications, adaptations or amendments to any requests / bids made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the request / bids arises due to the acts or omissions of the Client and/or its Associates

The terms of and obligations imposed by this Clause 6 shall survive the termination of this Agreement for any reason.

Confidentiality and Data Protection

Each party acknowledges that during the course of this Agreement it may receive or otherwise become aware of information relating to the other party, its clients, customers (including their personal data), businesses, business plans or affairs, which information is proprietary and confidential to the Client (“Confidential Information”). .

Confidential Information shall exclude information which: at the time of receipt is in the public domain; subsequently comes into the public domain through no fault of the other party or its Associates; is lawfully received by the other party from a third party on an unrestricted basis; and/or is already known to the other party before receipt hereunder.

Each party undertakes to maintain the confidentiality of the other party’s Confidential Information at all times and to use no less adequate measures than it uses in respect of its own confidential information to keep the other party’s Confidential Information secure.

Each party will institute, implement and maintain at all times during the Term appropriate information security measures designed to: (i) help ensure the security and confidentiality of the other party’s Confidential Information, (ii) reduce the risk of reproduction, misuse, or modification of the other party’s Confidential Information (including, but not limited to, consumer data and cookies), (iii) identify potential threats or hazards to the security or integrity of the other party’s Confidential Information and help protect against any anticipated threats or hazards, and (iv) help protect against unauthorised access to or use of the other party’s Confidential Information.

Neither party will at any time, whether during the Term or at any time thereafter, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information (including, audit reports), or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with this Agreement.

Neither party will be in breach of this clause 7 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that, unless prohibited by law, the owner of the Confidential Information is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

The Client acknowledges that money damages may not be sufficient remedy for any prohibited or unauthorised disclosure or use of Confidential Information of the other party and that the other party will be entitled, in addition to any other remedies available at law or otherwise, to seek an order of specific performance or other equitable relief against the breaching party, without needing to post bond or other surety.

Each party warrants to the other that it is and will continue to be appropriately notified under the terms of any applicable Data Protection Legislation and any other relevant data protection laws, legislation and regulation. For the purposes of this clause, “personal data”, "data controller", "data processor", "data subject" and “processes” shall have the meanings given under the Data Protection Act 1998

Where the MEG or its associates processes personal data on behalf of the Client, then the MEG shall, and shall procure that its associates shall: adopt and maintain reasonably appropriate security and organisational measures against unauthorised, unlawful processing, accidental loss or destruction of such data; notify the Client promptly in the event that it or its Associates receive any request from a data subject for access to that person’s personal data, where such personal data is processed by or on behalf of the MEG as part of the Services; notify the Client promptly in the event that it or its Associates receive any complaint, notice or communication that relates directly to its compliance with Data Protection Laws and/or the processing of personal data under or in connection with this Contract.

Where appropriate the Client warrants and undertakes that it has all necessary rights to provide personal data to the MEG and to require the MEG to process personal data on its behalf.

The terms of and obligations imposed by this Clause 7 shall survive the termination of this Agreement for any reason.

Liability and Indemnity

Nothing in the Contract shall limit or exclude either party's liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

fraud or fraudulent misrepresentation;

MEG shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

MEG’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Commission and Annual Fees in the 12 month period immediately prior to the event giving rise to the claim.

Term and Termination

This Agreement shall continue for an initial period of one (1) year and thereafter until terminated by either party giving the other not less than one (1) month’s notice to the other.

Either party may terminate this Agreement with immediate effect at any time if:

the other party commits a material breach of any term of this Agreement and, if the breach is capable of remedy, fails to remedy the breach within fourteen (14) days of receiving written notice from the party not in breach to do so; or

the other party ceases or threatens to cease trading, becomes insolvent or compounds or enters into a voluntary arrangement with its creditors, passes a resolution for winding up or is the subject of an administration order, winding up or bankruptcy order or if a receiver, administrative receiver or liquidator is appointed in respect of any of its business or assets.

the Client shall immediately pay to MEG all of the MEG's outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, MEG shall submit an invoice, which shall be payable by the Client immediately on receipt;

Outstanding funds on the MEG Platform will be returned to the Client and existing Media Placement purchases at the point of termination which have not aired will still be considered valid until airing (although the Client will not be eligible for refunds should Failed Media occur);

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

clauses which expressly or by implication survive termination shall continue in full force and effect.

Force Majeure

For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of MEG including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of MEG or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

MEG shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

Notices

11. All notices or other communication to be given under this Agreement shall be in writing, signed by or on behalf of the Party giving it and may be sent to the other party at the address shown on the Contract or otherwise subsequently notified in accordance with this clause. Notices may be delivered by hand or sent by pre-paid first class post or e-mail and shall be deemed to have been served:

- in the case of delivery by hand, when delivered;

- in the case of post, at the expiration of two (2) Business Days after the envelope containing the same was delivered into the custody of the postal authorities, providing the envelope was correctly addressed; or

- in the case of email, upon transmission

provided that where, in the case of delivery by hand or email such delivery or transmission occurs after 5pm on any day, service shall be deemed to occur at 9am on the next Business Day.

General

Assignment. Neither party shall assign or otherwise transfer its rights or obligations under the Contract without the other party’s prior written consent (such consent not to be unreasonably withheld).

Invalidity. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

Illegality. If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

Variation. Except as set out in this Contract, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by MEG.

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

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

Construction.

In this Contract, the following rules apply:

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and except where the context requires otherwise, reference to the singular includes the plural and vice versa.

a reference to a party includes its successors or permitted assigns;

a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

a reference to writing or written includes e-mails.