Teqblaze former SmartyAds White Label Solutions

General Terms and Conditions

Last Updated: April 23, 2024

These TeqBlaze General Terms and Conditions (hereinafter – the “TC” or the “Terms”), which is a public offer and the appropriate documentation relating to the services to be provided by SMARTYADS, LDA doing business as “TEQBLAZE”, a company duly incorporated under the laws of Portugal, having its registered office at Rua Joaquim António de Aguiar, nº 43, R/C Esq Lisbon Distrito: Lisbon Concelho: Lisbon Freguesia: Santo António 1070 150 Lisbon (hereinafter - the “Company” or “TeqBlaze”) to the Client (whose details specified in the applicable Purchase Order Form), which are separately referred as the “Party” and together referred as the “Parties”, as stipulated on the Company’s website https://teqblaze.com/#services (hereinafter - the “Website”) as may be amended by the Company from time to time together with the applicable Purchase Order Form (hereinafter - the “PO” or the “Order Form”) create a legally binding agreement (hereinafter - the “Agreement”) between the Company and the Client.

BY AGREEING TO THESE TERMS, THE CLIENT ACKNOWLEDGES THAT (A) THE CLIENT HAS READ AND UNDERSTAND THESE TERMS; (B) THE CLIENT ACCEPTS THESE TERMS AND AGREES THAT THE CLIENT IS LEGALLY BOUND BY THEM; (С) THE CLIENT HAS LAWFULLY ENTERED INTO THE AGREEMENT AND IS LEGALLY AUTHORISED TO DO SO.

Definitions

For the purposes of the Terms and thе Agreement, the following terms shall have the following meanings:

“Business Day” - such a day when the banks in Portugal are open for active operations.

“Bug-fixes” - a change to a Platform designed to handle a programming bug/incident/glitch. Bug-fixing performed by the Company at no extra cost to the Client during the term of the Agreement and subject to its terms and conditions. For the avoidance of doubt, a bug shall mean a case when a certain functionality works in a certain way, but it is implemented and works in a different way than it is specified/documented/described and agreed upon by the Parties. If the logic of the implemented functionality is working as it is specified/documented/described and agreed upon by the Parties, however, not in the way the Client expected and anticipated it, so it shall not be considered a bug, but shall require a change request for the provision of the Services at the Client's expense.

“Confidential Information” - information disclosed by either Party (“disclosing Party”) to the other Party (“receiving Party”) that is not generally known to the public at the time of disclosure and is at the time of disclosure identified by the disclosing Party as, or would reasonably be understood by the receiving Party to be, proprietary or confidential, provided that Confidential Information, in any event, excludes information that is not confidential pursuant to the applicable law..

“Custom Development” - the development of features and functionality that is done at Client's request and is in conjunction with a unique Client concept or unique Client service offering. The Custom Development is always subject to separate services from the Service Support and therefore invoices and fees, that are non-refundable under any circumstances.

“Intellectual property” - (whether or not capitalized) shall mean all (a) patents, patent applications, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, URLs, and registrations and applications for the registration thereof, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs) and registrations and applications therefor, (d) semiconductor chip “mask” works, and registrations and applications for registration thereof, (e) trade secrets, know-how and other confidential information, (f) unregistered and registered design rights and any applications for registration thereof, (g) database rights, and (h) all other forms of intellectual property, including waivable or assignable rights of publicity or moral rights, and any right to bring suit or collect damages for the infringement, misappropriation or violation of the foregoing, anywhere in the world.

“Inventory” - Client’s advertising inventories (e.g. websites, applications) related to the placement of the Partner’s Content.

“Monthly CPM” - it is a monthly cost of one thousand advertisement impressions on TeqBlaze Platform.

“Platform” - a white label technical solution, namely 1). Supply-Side Platform + Ad Exchange as a Service, created by TeqBlaze or 2). Demand-Side Platform as a Service created by TeqBlaze.

“Revenue Share” means a percentage of revenue generated by the use of the Platform, calculated on the basis of TeqBlaze’s statistical data, and paid monthly by the Client to TeqBlaze, such amounts are non-refundable.

“Services” - for the purpose of the Agreement shall mean services to be provided by the Company to the Client as stipulated on the Company’s Website - https://teqblaze.com/#services.

“Specification(s)” - exact statement of the particular needs to be satisfied or essential characteristics that the Client requires (in a method, process, service, system, or work)

“Statement of Work” (“SOW”) - the document specifying, without limitation, the scope, objective, and time frame of the Work that Company will perform for the Client for the Custom development.

“Training Schedule” - A schedule is a plan that gives a list of events or tasks and the times at which each one should happen or be done. The training shall serve in order to successfully train the Clients personal to use the Platform and get to the production.

“Update(s)” - for the purposes of the Agreement shall mean enhancements that do not affect the main business logic of the Platform and estimated in a maximum of 1 (one) hour for implementation with respect to the Platform, namely bug fixes, patches, updates, upgrades, and new versions of such Platform provided by the Company for the Services under the Agreement. Updates in all cases include (a) any standard element of the system elements, including any successor product or service offered by the Company; (b) all changes made or obtained by the Company that are necessary to support changes in the Platform, operating systems, or third party software employed by the Platform; (c) changes that provide or support additional features or functions that are offered generally by the Company to other users of the Platform; (d) any division, combination or replacement by the Company of existing features or functions or related Software or technology for use on or with the system elements; (e) changes made or obtained by the Company that are necessary to comply with applicable laws; and (f) foreign language or currency additions or updates to the extent applicable to the data processing services employed by the Company. The Company is not obligated to give any prior notices for the Updates. For the avoidance of doubt, any and all Upgrades/Add-ons customizations are addressed separately in the Agreement and are not considered Updates.

“Upgrade(s)/Add-on(s)” - customization or new features to the Platform requested by the Client that offer an improvement over the current version. Upgrades/Add-ons are provided by the Company for Extra Features Fee for the Client. In any event, the customization of Upgrades and Add-ons takes more than 1 (one) hour to achieve.

  1. Scope of agreement

    1. Services

      1. Within the scope of the Agreement the Company will provide to the Client the Services as set on the on the Company’s Website - https://teqblaze.com/#services as may be amended by the Company from time to time (but which will not reduce the scope of the Services provided to the Client), and provision of up to 5 (five) hours of training overall. An Account Manager will be allocated from the Company to the Client, for support on the Platform usage.
      2. The Company will provide rebranding of white label Platform according to TeqBlaze current workflow at no additional cost.
      3. The Parties have agreed that the Training schedule needs to be negotiated with the Client’s dedicated account manager and approved by the Parties in writing in advance.
      4. The Parties have agreed that the Services are provided on “AS IS” basis and by default according to the existing technical specifications of the Platform.

    2. Extra Services

      1. Upon request by the Client, the Company may provide the following extra services to the Client (hereinafter - the “Extra Services”) for the Extra Services Fee:

        • Integration of additional modules to the Platform;
        • Customization of existing modules;
        • Custom extensions;
        • Set-up of extra features;
        • The Custom Development;
        • Other services which may be requested by the Client (subject to the Company’s confirmation that such Extra Services may be performed).

    3. Client’s requests

      1. Within 5 (five) Business Days after receipt of the Client’s request to perform the Extra Services, the Company will inform the Client of the preliminary estimate and the feasibility of the provision of the services requested, as well as the time frame within which such Extra Services may be performed. The Parties have agreed that technical specification for the provision of the Extra Services and the applicable timetable shall be attached to the Agreement as the annex.
      2. The Client’s request to perform the Extra Services shall be in writing. In case of the Client’s request to perform the Extra Services made orally or in case his written request does not include clear specifications, the Company may not guarantee to the Client that such Extra Services will be performed up to his expectations. The Extra Services up to the Client’s expectations shall be considered as the Upgrade, as set forth above in the Agreement.
      3. The flow of request approval and assessment shall be as follows:
        • the Client requests a feature;
        • the elicits requirements. The Client is to collaborate with the Company Business Analyst on inquiry;
        • the Company Business Analyst summarises the conditions;
        • the Client reviews, and if acceptable to the Client, approves the summary;
        • the Company estimates the work;
        • the Client reviews, and if acceptable to the Client approves the estimate;
        • the Company develops a feature;
        • the Company tests a feature;
        • the Client receives the feature on production;
        • the Client reviews, and if acceptable to the Client, approves and pays for the feature.
        • the Company will invoice according to the estimate if the actual time spent does not exceed the estimated time. If the estimated time will be exceeded, the Company must notify the Client in writing and must obtain the Client’s written permission to move ahead with the excess work and invoice for it.

    4. Servers

      1. Platform will be hosted on 3rd party’s servers (hereinafter - the “Data Centers”) recommended and chosen by the Company’s own discretion and registered under the Company account.
      2. The Company will maintain the Platform’s backend and front-end as part of the Agreement. The Company will provide the Client with the access to the admin interface with no ability to edit or customize the Platform’s source code.
      3. The Company will provide the Client with reasonable and necessary guidelines on maintenance of the required server performance based on the Client’s Platform growth.
      4. Upon request by the Client, the Company may connect extra servers to the Platform for additional server service fees. Based on specific requirements the Company will estimate configuration and propose a fee quote to confirm. Number of units and server specification may be changed on the go within 72 (seventy-two) business hours.

    5. Service Support

      1. The Company will provide service support regarding the services provided by email/phone/chat only to the Client directly. The Client shall be solely responsible for provision of the support to its own Clients. The terms and conditions of Service Support shall be specified in the SLA to the Agreement and/or relevant Order Form.
      2. The Company’ service support includes:
        • technical assistance (answer on technical questions regarding the Platform’s architecture, design, modules, functionality) and guidance;
        • instructions and assistance in identification of the nature of issues and proposition of potential solutions.
      3. Service Support will be provided within one (1) Business Day from the moment of receipt of the relevant written request from the Client.
      4. Any other types of service support not stipulated above, including but not limited to: communication with advertisers and publishers, communication with other DSP and SSP platforms, etc. are not covered by the Agreement. In case the Client requests such extra support the Company will charge the Client on a time spent basis using the rate specified in the relevant Order Form. The aggregate amount of the fee related to such extra support, or involvement of the Company’s developers, programmers or software engineers (if any) is subject to a separate payment against duly issued invoices at the end of the month during which such extra support was provided.
      5. Any unused Service Support hours that are included in the subscription plan cannot be applied to the following month or used for the Custom Development as well as the funds thereof are non-refundable under any circumstances.

    6. Updates

      1. All updates and upgrades of the existing services are subject to TeqBlaze’s sole discretion due to the technical specifics of the Clients particular needs and operational activities, therefore specific upgrades not compatible with the current functionality of the partner’s platform will be negotiated between the Parties separately subject to signing of the relevant additional agreement.
      2. TeqBlaze may update or upgrade the content, functionality, and user interface of the Platform from time to time and at its sole discretion, provided such updates and upgrades are not guaranteed and shall not materially decrease the functionality of the Platform during the term the Client uses/subscribes to the Platform, except for the installation time of such updates or upgrades.
      3. Further, TeqBlaze may implement appropriate technical updates to maintain the security of the Platform and to prevent the introduction of software viruses, worms, Trojan horses or other code, files, or malware intended to do harm to the Platform (hereinafter - the “Security Updates”). It is agreed by the Parties that no software can be 100% protected against computer viruses, worms, or other harmful codes, etc. Therefore, the Security Updates may take place and are not a breach of the Agreement.
      4. Upon payment of the applicable fees and taking into account the technical specifics of the Clients particular needs and operational activities, the Client will be eligible to receive generally available Updates for the Platform during the term the Client uses/subscribes to the Platform. TeqBlaze will use reasonable efforts to provide the Client with generally available Updates for the Platform during the term the Client uses/subscribes to the Platform. However, other than Security Updates, in the event that the Client’s Platform technical specifications render the implementation of an update or upgrade technically incompatible or impractical with the Client’s Platform instance, TeqBlaze and the Client will discuss and agree upon the scope of the additional services for implementation or configuration of such update or upgrade including, as needed, negotiating and signing of relevant additional agreements for such additional services.

  2. Subscription plans and pricing

    1. The Client shall pay a fee for the Services and Extra Services performed by the Company (hereinafter - the “Service Fee”) which shall cover the following:
      • Monthly Platform Fee;
      • Extra Services Fee;
      • any additional fee for the services or support provided within the scope of the Agreement;

    2. Monthly Platform Fee (Maintenance and Product Updates)

      1. The Parties will determine the amount of the Monthly Fee in the Order Form to the Agreement. Monthly Platform Fee covers server updates, server configuration, debugging, bug fixes, error detection, quick fixes, etc. in the number of service hours allocated to the subscription plan selected by the Client in the Order Form.
      2. Monthly Platform Fee includes only maintenance fees for the utilizing of the Platform. Each subscription plan includes a certain number of paid technical service support hours, in case of excess of which the Client has to pay for additional technical service support hours at the rate specified in the Order Form.
      3. TeqBlaze starts to charge the Monthly Platform Fee from the first day when the Client receives the access to the Platform. For avoidance of doubt the reporting month shall be calendar month.

    3. Extra Services Fee

      1. The Extra Services Fee rate for the stated in the Order Form (charged on a time-spent basis, billed on a monthly basis). The Extra Services Fee covers costs related to the development of the Extra Services solicited by the Client, such as the Custom Development, the Upgrades, the Add-ons, special software behaviour, new modules, customization of existing modules, new custom extensions, etc.
      2. TeqBlaze is obliged to develop the additional features within the reasonable time agreed by the Parties. The Client is obliged to pay the Extra Services Fee against duly issued undisputed invoices issued by TeqBlaze.
      3. At any time during the execution of the Agreement TeqBlaze may request a prepayment of at least 20% (twenty percent) of the general pre-agreed costs of the development of Extra Services at its sole discretion. The amount of prepayment may vary depending on the complexity and general costs of the Extra Services development. TeqBlaze shall notify the Client in writing via the email in case it requires the prepayment and share an applicable invoice for the payment, the payment of invoice should be executed within 5 (five) calendar days. Upon the receipt of the prepayment TeqBlaze shall start the development of the Extra Services.

    4. Server Service Fee

      1. TeqBlaze shall rent and maintain the servers on behalf of the Client.
      2. The Server Service Fee shall be additionally paid by the Client in accordance with the relevant invoices issued by TeqBlaze on the data provided by the Data Centers. Prices may vary depending on server locations, supported ad formats and volumes the Client aims to receive. Prices and configuration will be negotiated and approved with the Client prior to applying any changes to server configuration. Server Service Fee terms and conditions may be brought separately in the annex.
      3. TeqBlaze is not responsible for fulfilling its obligations in case the Client fails to pay server fees in time and the Data Centers shuts down the servers.
      4. All updates and upgrades of the existing services are subject to TeqBlaze’s sole discretion as a service provider and developer and could be proposed and negotiated between the Parties separately with the subsequent signing of the relevant additional agreement..
    5. Notwithstanding anything to the contrary in the Agreement, in case the Client is in default of the payment obligations under the Agreement, TeqBlaze:
      1. reserve the right to postpone performance of its obligations under the Agreement until the due payment is credited to the TeqBlaze’s bank account; and
      2. shall bear no responsibility for the quality of the performed Services; and
      3. reserves the right to restrict Client’s access to the Platform or terminate the access to the Platform entirely.

  3. Terms of payment

    1. Monthly Fee, Extra Services Fee and Server Service Fee shall be paid by the Client at the beginning of each reporting month no later than within 30 (thirty) calendar days after the date the invoice was issued and sent to the Client via e-mail. For avoidance of doubt Server Service Fee shall be invoiced on the prepaid basis.

    2. Delayed Payments

      1. In case of payment delay for the invoice(s) and if the Parties have not previously agreed on the instalment or postponement of the payment due date together with the Client's assurance of the obligation, within 14 (fourteen) calendar days after the net date specified in the relevant invoice(s), TeqBlaze reserves the right to suspend any support of the Platform and provision the Services, including but not limited to management account support, technical service support, bug fixes, Custom Development, etc, provided that such actions shall not be considered as a breach of the Agreement.
      2. In case the invoice(s) is not paid after the new payment date previously agreed upon by both Parties, or after the date specified by the Client while providing the assurance of the obligation, or 14 (fourteen) calendar days following the prior TeqBlaze notification of the suspension of any support of the Platform and provision the Services, TeqBlaze reserves the right to suspend access to the Platform in its entirety, which shall not be considered as a breach of the Agreement. Any further reinstatement of access to the Platform and its operation is impossible without payment of the invoice debt(s) and payment of the reinstatement fee, which will be provided by TeqBlaze after the payment of the invoice debt(s) and the invoice in accordance with the estimation of the tasks to be performed to reinstate the access and operation of the Platform (hereinafter - the “Reboot Fee”).
      3. The Client understands that TeqBlaze will incur significant costs in order to reboot the Platform after the shutdown and agrees to pay a Reboot Fee to TeqBlaze in order to enable rebooting of the Platform.
      4. TeqBlaze will reboot the Platform within 5 (five) Business Days after Reboot Fee is credited to the TeqBlaze’s bank account.
      5. TeqBlaze shall in no event be responsible for restoring lost data of the Platform used by the Client and hosted on the TeqBlaze’s and/or 3rd party’s servers.
      6. Notwithstanding anything on the contrary in the Agreement, TeqBlaze reserves the right to claim the late payment interest of 2% per month of an overdue amount. The late payment interest shall accrue up and until the full payment of the overdue amount. The amount of an interest shall be paid by the Client simultaneously with the payment of the initial amount of indebtedness.

    3. Taxes and charges

      1. Fees paid pursuant to the Agreement do not include any direct or indirect local, state, federal or foreign taxes, or any other governmental charges of any kind, included value-added, excise, use or withholding taxes (hereinafter - the “Taxes”). Parties are solely responsible for paying all Taxes associated with their business activities and the Agreement. If the Company has an obligation to withhold any amounts under any law or tax regime, other than income tax law, the Client shall gross up payments so that it pays the Company the amount invoiced under the Agreement and the withholding amounts (except where an exemption from such). If, as a result of the Agreement, the Company incurs a legal obligation to pay or collect Taxes for which the Client is responsible under the Agreement, the corresponding amount shall be invoiced to and paid by the Client unless Client provides the Company with a valid tax exemption certificate authorised by the appropriate tax authority or a filed tax exemption form for the same purpose.

  4. Client’s content and client’s data

    1. The Client grants to TeqBlaze a worldwide, non-exclusive, royalty-free, perpetual, transferable license (with right to sub-license to its affiliates and business partners) in respect of the Client’s content and data in order to enable TeqBlaze to perform its Services including without limitation the exhibition, broadcast, promotion and redistribution of all or part of the Client’s Content (and derivative works thereof).
    2. TeqBlaze reserves its right to refuse to publish the Client’s Content or to remove the Client’s Content from the Platform if TeqBlaze, at its sole discretion, considers that such Client’s Content is inappropriate or breach the clause of the Agreement below.
    3. Client’s Content and any content to which the Client’s Content link, shall:
      1. be free of viruses and/or other computer programming routines or any other items that may damage, interfere with or adversely affect or hinder the performance of the Services or any of them or place an unreasonable or disproportionately large load on the Platform and/or servers (as TeqBlaze determines in its sole discretion), or change a user’s settings or create a series of multiple, sequential or stand-alone advertisements;
      2. comply at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising, and marketing codes of practice (whether self-regulatory or otherwise) in any of the jurisdictions where any of the Client’s Content is distributed or displayed;
      3. not at any time breach any duty toward, or rights of, any person or entity, including rights of publicity and / or privacy, or any consumer protection laws, and have not otherwise resulted in or are not likely to result in any claims relating to consumer fraud, product liability, tort, deceptive trade practices, breach of contract, or any other form of illegal practice, injury, damage or harm of any kind to any person or entity including the intellectual property rights of any third party.

    4. Compliance with the privacy regulations

      1. TeqBlaze is a Portugal legal entity and does not intend to perform its services from outside the territory of Portugal.
      2. Both Parties understand and acknowledge that providing the Services under the Agreement TeqBlaze does not have resources to control whether the Client’s content or the Client’s data contain the “Personal Data”, the “Sensitive Personal Data”.
      3. The European Union's General Data Protection Regulation, California Consumer Privacy Act, California Privacy Rights Act, United Kingdom Data Protection Act 2018, Virginia Consumer Data Protection Act, Lei Geral de Proteção de Dados Pessoais (LGPD), China personal Information Protection Law are referred to together as the “Regulations” and each as applicable.
      4. TeqBlaze will provide a Platform that complies with the Regulations. The Client shall be responsible for using the Platform in a manner that complies with the Regulations. With regard to the “Personal Data” as defined in the Regulations, applicable consents shall be ensured by the Client.
      5. The Data Protection Agreement entered into between the Parties is incorporated into and forms a part of the Agreement.
      6. The Client acknowledges that the Client’s content and the Client’s data thereof, the Client’s data and the manner of interaction and use of such data do not violate applicable Regulations if it is subject to the Regulations. The Client further represents and warrants that:
        • it shall require its publishers to contractually agree that such publishers have obtained all necessary permits, approvals, consents, authorizations, or licenses to lawfully operate its websites and to collect, process and use its content and data, and
        • it is operating its websites and will use the Platform and TeqBlaze’s Services, and otherwise using the Client’s content and the Client’s data in accordance with the scope of such permits, approvals, consents, authorizations, or licenses as confirmed to the Client by the publishers.
        • The Client will contractually obligate its publishers to ensure each has posted or controlled and arranged posting a privacy policy governing the Client’s use of the “Personal Data” and publishers have complied with such privacy policy in all material respects before commencing any operations with such content and data. The Client has taken all steps in accordance with normal industry practice to secure its websites and sources of the Client’s content and the Client’s data, and any portion thereof, from unauthorized access or use thereof by any third party.
      7. It is the Client’s sole responsibility to determine whether or not the Client’s content and the Client’s data must be in compliance with Regulations.
      8. The Client may inform the Company if it finds out new ways to improve the Platform in part of data privacy.
      9. By entering into the Agreement the Client covenants and agrees to be bound by the Agreement and the Company’s Privacy Policy located at https://teqblaze.com/policy/privacy-policy, as might be amended by the Company from time to time. If the Company updates its Privacy Policy, the Client agrees that the Client is solely responsible for tracking of such changes. The Company does its best to publish any new information about changes, but the Client must independently check the Company’s Privacy Policy for any updates when using the Services. In any case, the Client is obliged to comply with changes to the Company’s Privacy Policy from the moment they are made and published.

  5. Intellectual property

    1. Ownership of the Company.

      1. The Platform is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. As between the Parties and except as expressly set forth in the Agreement, the Company reserves right, title, and interest in and to the Platform. All of the Company’s intellectual property rights (including, but not limited to software, source code, technical documentation, ideas, operating logic, inventions (patentable or unpatentable), hardware, know-how, designs, methods, documentation, records, etc.) (hereinafter - the “Intellectual Property Rights”) are and shall remain the exclusive property of the Company or its licensors respectively. The Company retains all the Intellectual Property Rights and other rights to the Platform and including but not limited to related technologies, services, source codes, templates, formats and dashboards, any modifications or enhancements thereto made by the Company. No rights to the Company’s Intellectual Property Rights are assigned or granted to the Client under the Agreement, except as set forth in the Agreement.

    2. Ownership of the Client.

      1. All of the Client’s intellectual property rights are and shall remain the exclusive property of the Client or its licensors respectively. As between the Parties and in relation to the Agreement and the Services provided, the Client is the owner of the Client Data. The Client grants the Company a non-exclusive and worldwide license to the Client Data to the extent necessary for the purposes of providing and improving the Services (however no improvements may be based on the use of identifiable Personal Data) in accordance with the uses set forth in the Agreement.
      2. All of the intellectual property and respective Intellectual Property Rights created by the Company in the course of the Custom Development for the Platform to customise the Client needs, shall be deemed as the Company’s Intellectual Property Rights and upon the Client's full settlement of all applicable payments for such Custom Development the Client shall be granted a license to use the intellectual property and respective Intellectual Property Rights created by the Company along with the Platform on a limited, non-exclusive basis, subject to compliance with the terms of the Agreement.
      3. The Parties expressly acknowledge that the intellectual property and respective Intellectual Property Rights created by the Company in the course of the Custom Development is integrally connected with the Platform and may not be used by the Client beyond the scope of the Agreement or outside the framework of the use of the Platform. The Client agrees that the intellectual property and respective Intellectual Property Rights created by the Company in the course of the Custom Development shall not be used to create any type of derivative works for any other use beyond the Platform (including but not limited to similar or competing solutions).
      4. The Client hereby expressly waives any and all claims to any other intellectual property rights, including but not limited to the Company’s Intellectual Property Rights, ideas, software design principles, operating logic, know-how, system interfaces, templates, methodologies etc. that were used during the Custom Development and were the basis for the creation of the result thereof.
    3. Use of Services. The Company will provide access to the Platform for the Client for the purposes of utilizing the Services. The Client is provided access to and use of the Platform on a limited, non-exclusive basis, subject to compliance with the terms of the Agreement.
    4. Customizations. To the extent that the Company creates customizations and/or custom works for the Client, the copyright and all other intellectual property rights to the customizations and/or custom works themselves shall, subject to payment of agreed fees by the Client, be licensed to the Client as provided above.
    5. The Client shall not use the Intellectual Property of the Company otherwise than for purposes specifically designated in the Agreement and/or agreed additionally by the Parties in writing.
    6. The Client shall not (and represents and warrants that it will not permit any unauthorized third party to), without the written consent of the Company to:
      • (a) decompile, disassemble, or otherwise reverse engineer any element of the Platform or determine or attempt to determine any source code, algorithms, methods, or techniques embodied in any software included in the licensed intellectual property and respective Intellectual Property Rights, except in each case to the extent expressly permitted by applicable law notwithstanding a contractual obligation to the contrary;
      • (b) distribute, disclose, or otherwise transfer or provide any element of the Platform, in whole or in part, to any third party;
      • (c) create derivative works of or otherwise modify any element of the Platform or otherwise develop or create any technology that incorporates, or is based on or derived from, the Platform;
      • (d) use the Platform or any element of the Platform for any purpose other than the authorized use under the Agreement;
      • (e) install, operate, or maintain, or otherwise use or exploit any element of the Platform except as expressly permitted by the Agreement.
    7. In case the Client obtains access to the source code of the Platform, the Client represents and warrants that the Client is in material breach of the Agreement and shall not to use it in other interests, other projects and agrees not to share it in full or in part with any other third parties or its employees. The Client agrees that the Company may specifically ask for injunctive relief in order to enforce this provision.
    8. All modifications to the Platform/source code of the Platform shall be authorized or acknowledged in writing by the Company. The Client agrees to assign to the Company, or its designee, all his right, title and interest throughout the world in and to any and all modifications made to the Platform/source code of the Platform immediately upon development (creation) of such modification.
    9. The Company reserves the right to refuse to proceed with a refund, perform the Services, grant access to the Platform, and claim all related directed and consequential damages in cases the Client breaches this section “INTELLECTUAL PROPERTY”.

  6. Confidentiality

    1. Each Party has made and may continue to make available to the other Party the Confidential Information of such Party. The Confidential Information may be disclosed in oral, written, visual, electronic or other form. Each Party’s Confidential Information includes that Party’s or its affiliates’: (a) business plans, strategies, forecasts, projects and analyses; (b) financial information and fee structures; (c) business processes, methods and models; (d) employee and customer/subscriber information (e) hardware and system designs, architectures, structure and protocols; (f) product and service specifications; (g) purchasing, logistics, sales and marketing information; and (h) all other data, information and materials expressly identified as the Confidential Information pursuant to this section not explicitly outlined above. For avoidance of doubt the Confidential Information of Teqblaze shall include any data about the Platform that is not available to the general public, including but not limited to the information distributed to the Client during any training sessions. However, notwithstanding anything to the contrary in the Agreement, Client is permitted to provide (including to provide access to) the Services to its own downstream publisher customers, which shall be considered authorized representatives of the Client for the purposes of this provision.
    2. The receiving Party will not use the Confidential Information of the disclosing Party for any purpose other than to exercise its rights or perform its obligations under the Agreement. The receiving Party will not disclose the other Party’s Confidential Information except to its officers, directors, employees, contractors and consultants, legal representatives, accountants, tax advisors, and auditors who have a need to know such Confidential Information to exercise the receiving Party’s rights or to perform the receiving Party’s obligations under the Agreement and who are obligated to maintain the confidentiality of the Confidential Information upon terms (including terms relating to non-use and non-disclosure) no less restrictive than those set forth in the Agreement. The receiving Party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing Party as the receiving Party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). The receiving Party will be liable for any unauthorized disclosure or use of Confidential Information by any of its officers, directors, employees, contractors or consultants, legal representatives, accountants, and tax advisors (and by any other persons to which the receiving Party discloses or permits the disclosure of the disclosing Party’s Confidential Information). The receiving Party will promptly report to the disclosing Party any breaches in security that may materially affect the disclosing Party and will specify the corrective action to be taken.
    3. The Confidential Information does not include any information that the receiving Party can demonstrate:
      • the receiving Party possessed prior to disclosure by the disclosing Party, without an obligation of confidentiality owed with respect to such information;
      • is or becomes publicly available other than as a result of any wrongful action or inaction of the receiving Party;
      • is or was independently developed by the receiving Party without the use of or reference to any Confidential Information of the disclosing Party; or IV. is or was received by the receiving Party from a third party that does not have an obligation of confidentiality with respect to such information.
    4. If the receiving Party is legally required to disclose any Confidential Information of the disclosing Party in connection with any legal or regulatory proceeding, the receiving Party will, if lawfully permitted to do so, promptly notify the disclosing Party within a reasonable time prior to disclosure and to allow the disclosing Party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of the Agreement. If these protective measures or other remedies are not (or cannot reasonably be) obtained, or the disclosing Party waives compliance with the terms of the Agreement, the receiving Party may disclose only that portion of the Confidential Information that it is, according to the opinion of the receiving Party’s legal counsel, legally required to disclose and will exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information.

  7. Term and termination

    1. The Agreement shall be in full force and effect as set forth in the Order Form (the “Term”). The conditions and procedures of the termination and/or expiration of the Agreement shall be specified in the Order Form.
    2. In case one of the Parties fails to fulfill its obligations under the Agreement, such failure to fulfill the Agreement shall not constitute a waiver of the Agreement by the Party and the Agreement shall remain in full force and effect until such obligations are fully fulfilled by the Party.
    3. The termination of the Agreement shall not relieve the Client from the obligation to pay all amounts due to TeqBlaze for all Services provided during the term of the Agreement.
    4. In the event of termination of the Agreement, all prepayments made by the Client shall be always non-refundable, as well as unused paid Services.

  8. Representations and warranties

    1. TeqBlaze represents and warrants to the Client that:
      1. It is a company duly incorporated and in good standing under the laws of Portugal;
      2. It has obtained any respective license and or approval and or permit and or authorization for entering into the present Agreement.
      3. Prior to the Effective Date, TeqBlaze provided to the Client and its representatives all information about the Platform and Services requested by the Client.
      4. The Agreement constitutes a legally valid and binding obligation for TeqBlaze, and the entering into the Agreement or the performance by TeqBlaze of its respective obligations hereunder does not conflict with any agreement to which TeqBlaze or its assets are bound or any law or regulation applicable to TeqBlaze or any court ruling or arbitral award binding upon TeqBlaze.
      5. TeqBlaze will abide with all terms and conditions of the Agreement and will remedy the Client in case of its breach of the Agreement.
    2. The Client represents and warrants to TeqBlaze that:
      1. The Client has obtained any respective license and or approval and or permit and or authorization for entering into the present Agreement.
      2. The Agreement constitutes a legally valid and binding obligation for the Client, and the entering into the Agreement or the performance by the Client of its respective obligations hereunder does not conflict with any agreement to which the Client or its assets are bound or any law or regulation applicable to the Client or any court ruling or arbitral award binding upon the Client.
      3. The Client will not engage in, or cause others to engage in, spamming, phishing or improper, malicious or fraudulent clicking, impressions, or marketing activities.
      4. The Client will ensure that any personal data the Client provides to TeqBlaze is collected, stored, processed and dealt with in accordance with all applicable data protection and privacy laws; More particularly the Client complies with GDPR or ensures that the information is not subject to GDPR.
      5. The Client is aware and agrees to abide by the rules, terms, and conditions (current and updated in future) related to the Platform operation and Services stipulated in the following sources: https://teqblaze.com/. Such rules, terms, and conditions shall be a part of the Agreement to the extent it doesn’t materially alter the Agreement.
      6. The Client will abide with all terms and conditions of the Agreement and will remedy TeqBlaze in case of its breach of the Agreement.

  9. Disclaimer

    1. EXCEPT TO THE EXTENT AGREED BETWEEN THE PARTIES IN WRITING, TEQBLAZE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM AND SERVICES WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY TEQBLAZE, ITS EMPLOYEES, CONTRACTORS, LICENSORS OR AGENTS WILL CREATE A WARRANTY, NOR MAY THE CLIENT RELY ON ANY SUCH INFORMATION OR ADVICE.
    2. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW AND EXCEPT AS SET FORTH IN THE AGREEMENT, TEQBLAZE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE PROVISION OF THE SERVICES PROVIDED TO THE CLIENT HEREIN.
    3. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (III) WHERE REQUIRED BY THE APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT.
    4. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE GREATER OF (I) AGGREGATE FEES PAID OR PAYABLE TO TEQBLAZE FOR THE SERVICE GIVING RISE TO THE LIABILITY; OR (II) $200,000 (TWO HUNDRED THOUSAND U.S. DOLLARS).
    5. THE TERMS OF THIS CLAUSE SHALL SURVIVE THE TERMINATION OF THE AGREEMENT FOR WHATEVER REASON.

  10. Governing law and venue

    1. The Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in all respects in accordance with the laws of England and Wales, excluding its choice of law provisions and all disputes arising out of or in connection with the Agreement shall be finally settled in accordance with the laws of England and Wales, excluding its choice of law provisions.
    2. Any dispute(s) arising out of or in connection with the Agreement, including any question(s) regarding its existence, validity or termination, shall be resolved initially through negotiations within 30 (thirty) calendar days after one of the Parties has notified another on the matter of the dispute(s) and initiated negotiations. In case of such dispute(s) cannot be resolved by negotiations, any disputes arising out of or in connection with the Agreement, including any question(s) regarding its existence, validity or termination, shall be referred to and finally decided according to the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be Stockholm, Sweden. The language to be used in arbitral proceedings will be English. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
    3. Temporary relief/Interim remedy. Attorney’s fees. The Parties agree that clause above does not bar the Parties from filing for temporary relief before ordinary courts of law.
    4. Fee-shifting. If either Party brings a legal action to enforce its rights under the Agreement, the prevailing Party shall be entitled to receive from the other Party its reasonable attorneys' and litigation fees.

  11. Notices, electronic communications and samples

    1. All communications pursuant to the Agreement shall be in writing, in English and may be given or made in person or by email addressed to the authorized representatives of the respective Party according to the details specified in the Order Form and/or additionally designated by the Parties.
    2. All communications pursuant to the Agreement will be deemed to be given as follows: (a) if delivered in person, at the time of delivery; (b) if delivered by email, upon confirmation of receipt.
    3. THE CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND THE ELECTRONIC DELIVERY OF ANY DOCUMENTS PURSUANT TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY THE PARTIES.
    4. The Agreement may be conducted by electronic means, and the Parties authorize that their electronic signatures acceptable by the applicable laws as their legal signatures. A scanned copy or other electronic copy of the Agreement shall be deemed an original, but the Parties agree, in case of need, to forward a hard copy of their respective signatures to the other Party promptly after their request or request by the respective authority. Either Party also represents, acknowledges, and warrants that the undersigned representative has the full legal capacity to affix his/her signature to the Agreement, and such signature makes the Agreement legally binding and obligatory to such Party. If the undersigned representative de facto has no legal capacity to affix his/her signature to the Agreement, either Party acknowledges and agrees that the other Party reasonably believes in the full legal capacity of such representative and thus, the Agreement is legally binding and obligatory to the former party under all circumstances.

  12. Miscellaneous

    1. Cost of the Agreement. Any cost and/or fees incurred by the Parties in executing the Agreement shall be borne by the respective Party incurring such cost and/or fee.
    2. Entire Agreement. The Agreement contains all of the terms, promises, covenants, conditions and representations made or entered into by the Parties and supersede all prior discussions and agreements whether written or oral between the Parties with respect to all matters contained herein and constitute the sole and entire agreement between the Parties with respect thereto. The Agreement and any attached documentation, including but not limited to the Order Form, statements of works, etc. express the entire understanding of the Parties about the subject matter set forth above and supersede all previous oral and written agreements, communications, representations or commitments, including, without limitation, any and all quotations, estimates and similar documents exchanged between the Parties relating to the subject matter described in the Agreement. The Agreement may not be amended except by a writing signed by both Parties. The Order Form, statements of works, annexes, etc. are an integral part of the Agreement.
    3. Severability. Each provision of the Agreement is distinct and severable. If any provision of the Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction by a court of competent jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect: (i) the legality, validity or enforceability of the remaining provisions of the Agreement; or (ii) the legality, validity or enforceability of that provision in any other jurisdiction.
    4. Amendments. The Agreement may not be modified or amended unless such amendment is set forth in writing and executed by the Parties with the formalities hereof.
    5. Independence of the Parties. The Parties are independent contractors and not co-venturers. Neither Party shall be deemed to be an employee, agent, or legal representative of the other Party hereto for any purpose and neither Party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other Party hereto nor shall this be deemed an exclusive or fiduciary relationship. The Agreement will not be construed to create or imply any partnership, agency, or joint venture. Nothing contained in the Agreement shall be construed as creating any agency, legal representation, partnership, or another form of joint enterprise between the Parties.
    6. Non-solicitation. The Parties agree that during the Term of the Agreement and within 12 (twelve) months after the end of the Term of the Agreement, each Party shall not directly solicit or attempt to solicit or induce or encourage the departure or resignation of any of the personnel or contractors working for the other Party or its affiliates and directly engaged with the performance under the Agreement. Notwithstanding the foregoing, a hiring as a result of a general advertisement or a request for employment/contracting which is initiated exclusively by the employee/contractor shall not be considered a breach of this clause. Each Party understands and agrees that soliciting, inducing or hiring the other Party’s employees or contractors may result in serious damages for that Party’s business and agrees to remedy the other Party for these damages (should employment in breach of this non-solicitation provision result) in the amount of 100% of the yearly salary/service fee (with all bonuses) of such employee/contractor.
    7. Third Party Beneficiaries. The Agreement is entered into solely for the benefit of the Parties and shall not confer any rights upon any person or entity not the Party to the Agreement, including, but not limited to, any clients or agents of the Client or TeqBlaze. For the avoidance of doubt, the Agreement does not limit the Client from using the Platform and the Services for any of Client's businesses and Client's customers.
    8. Assignment. Neither Party may assign the Agreement without the prior written consent of the other Party. Except for the prohibition of an assignment contained in the preceding sentence, the Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the Parties.
    9. Subcontractors. TeqBlaze may, at its sole discretion, subcontract to third parties (hereinafter - the “Subcontractors”) in the course of providing the Services associated with the Agreement. TeqBlaze may provide information it receives from the Client in connection with the Agreement to the Subcontractors for the purpose of providing the Services; provided that such Subcontractors are bound in writing to confidentiality obligations at least as strict as those included herein. TeqBlaze shall be liable for the actions of any such Subcontractors. The Client agrees not to bring or enforce any claim related to the Agreement against any Subcontractor or any principal, partner, or personnel of the Subcontractor.
    10. Force Majeure. If performance by either Party of any rights or obligation under the Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, acts of terrorism, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any governmental or judicial authority or representative of any such government, or any other act whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of such Party, then such Party shall be excused from such performance to the extent of such prevention, restriction, delay or interference. In this case, the term for fulfillment of obligations shall be postponed in proportion to the time during which such force majeure circumstances existed. If these force majeure circumstances continue for more than 3 (three) months, each Party shall have the right to terminate the Agreement and in this case neither party shall be entitled to claim damages. The existence of force majeure circumstances must be confirmed by a competent authority.
    11. Captions. Articles, sections and paragraphs, clauses numbers and captions are provided for convenience or reference and do not affect the validity of the Agreement. Any references to a particular section of the Agreement shall be deemed to include reference to any and all subsections thereof.
    12. No Waivers. No failure by either party to enforce any provision of the Agreement or exercise any right under the Agreement shall constitute a waiver of such provision or right, or any other right, nor shall it limit the Party’s right to enforce such provision in the future.
    13. Effective date. If the date of signing of any of the related documentation to the Agreement is later than the effective date of such related documentation, but performance has already commenced on the date set forth there, the Parties express their consent for the use of the effective date of the related documentation to the Agreement as the date from which their rights and obligations arise, unless either Party states otherwise.
    14. SLA. As part of the Agreement, the Company will provide support and services under the terms and conditions described in the TeqBlaze Service Level Agreement, which shall be part of the Agreement.
    15. Newsletter insights campaigns. As part of the Services, the Company may additionally provide periodic newsletter insights campaigns based on the aggregated data on the performance of specific Bundles, connections, and other metrics across the Platform. To produce the information for newsletter insights campaigns, the Company requires the use of aggregated data from the Platforms used by its clients, provided that they have provided their express consent to such actions. The Company does not disclose names and specific client data that could be used to identify the client. By providing consent to such newsletter insights campaigns, the Client shall also provide express consent to the processing of its data from the Platform (including, but not limited to providing consent through the Order Form) for the statistical and analytical purposes and producing newsletter insights campaigns. The data to be collected and processed by the Company includes, but is not limited to:
      • Top perfoming SSPs, Top performing DSPs categorized by the Traffic type and Ad format;
      • Top Bundles, Top domains based on the DSP spend;
      • Top SSPs-DSPs connections by Traffic types and Ad formats;
      • Spend in % by Traffic types and Ad formats;
      • The most widely used Prebid and Postbid scanners among our clients.
      • Max amount of QPS our WLS platforms are receiving, etc.
      The Client may withdraw its consent for the use of data from the Platform by notifying the Company thereof, immediately ceasing to be entitled to periodic newsletter insights campaigns.
    16. Case Study. The Client may provide its express consent to the use of a case study of cooperation with the Company by expressing such consent in the Purchase Order to the Agreement. Unless otherwise agreed by the Parties, such consent shall include, but not be limited to, the following:
      • the Company's right to disclose the fact of cooperation in general (case study) for the purpose of submitting for awards;
      • the Company's right to disclose the fact of cooperation in general (case study) for publications on websites operated by the Company;
      • the Company's right to disclose the fact of cooperation in general (case study) for marketing of the Company's products and services (in social networks, media, other communication channels that can be used for promotional purposes);
      • the Company's right to request the Client to provide feedback on the cooperation on websites such as https://www.g2.com/, https://clutch.co/ and in social networks, etc.
      In order to implement the above, the Client agrees to the Company's use of the case of cooperation and also authorizes the Company to use the Client's name and logo only for the purposes specified above. The Company will use only the general fact of cooperation, general description of the realized Services to the Client, general description of the success of cooperation, etc. without any disclosure of earnings or the details of the Client's strategy, which may be used by the Client's competitors.
    17. The Company reserves the right to make changes to the Terms on a unilateral basis, so the Client can find the current version of the Terms here. If the Company updates the Terms, the Client agrees that the Client is solely responsible for tracking of such changes. The Company does its best to publish any new information and notify about changes, but the Client must independently check the Terms for any updates when using the Services. In any case, the Client is obliged to comply with changes to the Terms from the moment they are made and published.
    18. In case of any inconsistencies between the Order Form and the Terms, the terms of the Order Form shall prevail.