Advertiser Terms and Conditions

1. INTRODUCTION

THE PARTIES ARE:

Global and Beyond Technologies Limited, having its registered office 3rd Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG, Isle of Man, incorporated under the laws of the Isle of Man with registration number 018198V and VAT number GB005395392 (hereinafter also referred to as “MediaCruiser, We, Us”)

AND

Advertiser (hereinafter also referred to as “You”),

the purchaser of Digital Traffic from multiple sources via MediaCruiser Platform.

These Advertiser Terms and Conditions govern your purchasing of Digital Traffic through the MediaCruiser Platform, a product owned and operated by Us (MediaCruiser’s Services). An integral part of these Terms and Conditions is MediaCruiser Data Protection Agreement (https://mediacruiser.com/dpa/) and End User Privacy Policy (https://mediacruiser.com/end-user-privacy-policy/). Our information clause regarding processing of your personal data is available in the Privacy Policy (https:// mediacruiser.com/privacy-policy/). 

Please notify that these Terms and Conditions do not govern the relationship between Global and Beyond Technologies Limited and the Publishers – the website owners or operators interested in providing traffic sources. Such relation shall be subject to a separate agreement (https://mediacruiser.com/publisher-terms-and-conditions/).

MediaCruiser has designated an electronic point of contact related to the MediaCruiser Platform that is intended for communication with the authorities of EU Member States, the Commission and the European Board for Digital Services (the: “Board”): [email protected]. The same point of contact can be used by the Advertiser for direct and quick communication with MediaCruiser. Communication can be conducted exclusively in English.

2. DEFINITIONS

2.1. Definitions. As used herein, the following capitalized terms shall have the meanings provided as follows:

1. “Account” an account created by MediaCruiser team for the Advertiser after correctly filling in the registration form and accepting the Terms and Conditions.
2. “Advertiser” or “You” means the entity with the Account in the MediaCruiser Platform, accepted the conditions stated in the Terms and Conditions, and therefore is bound by them.
3. “Advertiser’s Campaign” or “Campaign” means a type of operation by which the Advertiser bids in order to purchase Digital Traffic for advertising purposes within Traffic sources; through CTA (Cost-per-Action) or CPM (Cost-per-Mille) bidding models campaign has its settings such as name, daily and total budget, geo-targeting, bidding price and Destination URL.
4. “Digital Traffic” refers to the volume of users directed to an advertiser’s designated online destination through various sources, including websites, apps, and other digital channels

5. “Agreement” means the agreement on the basis of which the Advertiser is entitled to use MediaCruiser’s Services according to these Terms and Conditions.
6. “Destination URL” is the URL address of the page where End Users are redirected.
7. “Effective date” is the date the Advertiser registers as a MediaCruiser Platform user and accepts the conditions stated in the Terms and Conditions.
8. “End User” means a bona fide living human Internet user. An “End User” excludes invalid traffic (IVT) as defined in Interactive Advertising Bureau (IAB) IVT guidelines available at: https://www.iab.com/guidelines/mrc-invalid-traffic-ivt-detection-and-filtration-guidelines-addendum/ (especially non-human traffic – spiders, bots, etc., or activity designed to produce fraudulent traffic).
9. “Publisher” is the website owner or operator interested in providing Digital Traffic for advertising purposes. 
10. “Real-time bidding (RTB)” is an automated auction model for purchasing Digital Traffic in real time. The End User, who is directed from a traffic source to the MediaCruiser platform, is then redirected to the appropriate campaign, ensuring they reach the intended destination. “Services” or “MediaCruiser’s Services” mean selling of the Digital TrafficDigital Traffic for advertising purposes via the MediaCruiser Platform.
11. “Term” means duration of the Terms and Conditions from the Effective Date until its termination.
12. “Terms and Conditions” are the conditions stated herein.
13. “Traffic sources” include, but are not limited to, websites, domains, toolbars, browser extensions, apps, etc.
14. “MediaCruiser Platform” is a platform operated by Global and Beyond Technologies Limited available at: www.mediacruiser.com.
15. “Recipient of the Services“ means any natural or legal person who uses MediaCruiser’s intermediary services, for the purposes of seeking information or making it accessible, especially the Publisher and the End-User.
16. “Regulation (EU) 2016/679“ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
17. “Regulation (EU) 2022/2065“ means Regulation (EU) 2022/2065 of the European Parliament and the Council of 19 October 2022 on a Single Market For Digital Services and amending Directive 2000/31/EC (Digital Service Act).
    
    

3. MEDIACRUISER’S SERVICES

3.1. Effective Date. These Terms and Conditions are effective as of the date the Advertiser registers as a MediaCruiser Platform user and accepts the conditions stated herein. The Agreement is concluded between the parties at the same time. After the aforementioned actions of the Advertiser, the Account is created by MediaCruiser. This means that by participating in or using the Services or features of MediaCruiser Platform, you are agreeing to be bound by the Terms and Conditions. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the MediaCruiser’s Services shall be subject to and shall abide by these Terms and Conditions.

3.2. Duration. The Agreement is concluded for an indefinite period of time. The parties can terminate the Agreement at any time in writing or by email by providing the other with a fifteen (15) day advance notice. If due to the change of the Terms and Conditions, its provisions come into force during the notice period, the previous content of the Terms and Conditions shall prevail with respect to the parties’ relations.

3.3. Termination of the Agreement with immediate effect. MediaCruiser is entitled to suspend or ban the Advertiser’s access to MediaCruiser Platform at any time, without advance notice, for any reason that MediaCruiser finds valid in its sole discretion, especially regarding the breach of the Agreement or breach of any of legal relationships with MediaCruiser, so generally for the following reasons: (i) the Advertiser breaches the Terms and Conditions or terms regarding other services provided by MediaCruiser on the basis of separate agreements or there is a suspicion of such breach, (ii) the Advertiser conducts activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations or there is a suspicion of such activities, (iii) in case of delay in payment to MediaCruiser for the Services or any other services provided by MediaCruiser on the basis of separate agreements, (iv) in case of negative verification of the Account according to point 3.5.9. If aforementioned suspicions were refuted, MediaCruiser shall restore the Advertiser’s access to the Account. Otherwise MediaCruiser is also entitled to terminate the Agreement at any time, without advance notice. Regardless of the circumstances, such suspension, banning or termination by MediaCruiser shall not give rise to liability. The deposited funds from a banned Account shall not be refunded and are accounted for as revenues of MediaCruiser in the ledger books. In exceptional cases, MediaCruiser may, however, decide to refund those funds at its sole discretion.

3.4. Services. MediaCruiser allows the Advertiser to purchase Digital Traffic for advertising purposes from traffic sources by Real-time bidding (RTB). To use MediaCruiser Platform an internet connection and a web browser with Java support is required. 

3.5. Account Access. MediaCruiser grants to the Advertiser a non-exclusive, non-assignable, and non-transferable right during the Term to use MediaCruiser Platform in order to use MediaCruiser’s Services in accordance with all of the conditions set forth herein.  To use the Services provided by MediaCruiser, the Advertiser shall log into the Account in MediaCruiser Platform using its email address and password. The Advertiser’s email address shall be the one set up on the Advertiser’s website domain name. Otherwise, the person registering as the Advertiser shall prove on MediaCruiser’s request that she/he is entitled to act on behalf of and for the Advertiser (especially by sending a written authorization). MediaCruiser can demand such proof at any time. You shall use MediaCruiser’s Services only through your Account. The Account inactive for a period of more than six (6) months (no logins during this time by the Advertiser) shall get the suspended status which involves the need to apply for its activation by the Advertiser.

The Advertiser shall maintain strict confidentiality regarding any proprietary information, trade secrets, or technical processes accessed through the MediaCruiser Platform. Any unauthorized disclosure or misuse of such confidential information shall be grounds for immediate termination of account access and potential legal action. MediaCruiser reserves the right to audit and monitor account activities to protect its intellectual property. To use the Services, the Advertiser shall log into the Account using its email address and password.

3.5.1. Before the Account is created, in the registration email the Advertiser is obliged to state its company/business name (including the Advertiser’s legal form), an address of the registered office or business address, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Advertiser, as well as contact data of the Advertiser. MediaCruiser will collect, store and process this data in accordance with applicable data protection laws. The Advertiser shall provide true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up to date. Aforementioned data shall be consistent with VIES database (if applicable). The Advertiser is not allowed to enter the data of another entity without MediaCruiser’s consent – even if it does so, that does not mean a transfer of the Account’s ownership to this entity. In case of any change of that data as well as any other data provided by the Advertiser (including email address), the Advertiser is obligated to provide MediaCruiser with accurate data as well as to send MediaCruiser a documentation that proves such changes. Additionally, each Advertiser must have a bank account.

3.5.2. When an individual, the Advertiser represents and warrants that: he/she is at least eighteen (18) years old, has full capacity to perform acts in law and is an individual running a business (i.e. the Advertiser is not a consumer).

3.5.3. When a person signing up to the MediaCruiser Platform acts on behalf of their employer or an entity, this person represents and warrants that he/she has full legal authority to bind their employer or such other entity to these Terms and Conditions. In case of doubt, MediaCruiser is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Advertiser.

3.5.4. As a general rule, the Advertiser can have only one Account at the same time unless otherwise agreed by MediaCruiser. The owner of the Account is the Advertiser that data has been provided according to the point 3.5.1. of these Terms and Conditions and indicated on the invoices issued by MediaCruiser. The Advertiser must not open a new account if there is any outstanding balance for MediaCruiser Platform use. If it does, however, it authorizes MediaCruiser to charge the amount due to a previous Account from the Advertiser’s credit card connected with the new Account. MediaCruiser is obliged to start provision of the Services only if all due amounts are paid by the Advertiser.

3.5.5. If the person acting on behalf of one Advertiser, opens the new Account on behalf of another Advertiser, MediaCruiser can refuse to provide Services for that other Advertiser at its sole discretion. The second Advertiser shall have no claims against MediaCruiser related to refusal to provide Services.

3.5.6. Any Advertiser is obliged to use its business credit cards with regard to chosen payment method. If the Advertiser chooses the consumer card instead of business credit card, it undertakes to repay MediaCruiser all costs, expenses or lost benefits connected with payments made by a consumer card as well as it waives its right to claim damages, especially in the amount of commission paid in the higher amount that stated in the relevant law provisions. The Advertiser also authorizes MediaCruiser to charge relevant amounts from its credit card.

3.5.7. The Advertiser shall not permit any third party to use or gain access to MediaCruiser Platform and shall use reasonable security measures to protect against unauthorized usage and/or access. The Advertiser is responsible for selecting and continuously managing its password and security settings to protect the Advertiser’s Account and this Account’s settings (including the Advertiser’s contact and payment information) from unauthorized changes. The Advertiser is entirely responsible for maintaining the confidentiality and secrecy of the Advertiser’s password and the Account’s security settings, as well as the Advertiser’s other information. All consequences of the Advertiser’s voluntary disclosure of password and account information, as well as all activities that occur in the Advertiser’s Account are the Advertiser’s responsibility. The Advertiser agrees to notify MediaCruiser immediately of any unauthorized use of the Advertiser’s Account or any other breach of security.

3.5.8. The Advertiser agrees that it shall be responsible for all activities that arises from the Advertiser’s activities on its Account, whether initiated by the Advertiser or other person on the Advertiser’s behalf and MediaCruiser shall be entitled to rely on any requests which have been initiated from the Advertiser’s Account. MediaCruiser disclaims any liability for any activity in the Advertiser’s Account, whether initiated or authorized by the Advertiser or not, unless it is MediaCruiser’s intentional fault. Subject to MediaCruiser’s intentional fault, the Advertiser is solely responsible for use of MediaCruiser Platform by its employees or any unauthorized person.

3.5.9. Every new Account created in the MediaCruiser Platform system is manually approved or denied by one of MediaCruiser’s employees. The Advertiser acknowledges and agrees that all its Campaigns shall be subject to review by MediaCruiser’s employees. MediaCruiser reserves the right to accept or reject the Advertiser’s Campaign at any time based on a violation of the Terms and Conditions or any applicable law, ordinance, rule, regulation or treaty. Accounts and the Advertiser ‘s Campaigns will be verified within 72 hours. Requests submitted during public holidays or weekends will be considered as submitted on the following working day. 

3.5.10. The Advertiser is entitled to access the Account by means provided by MediaCruiser. The Advertiser shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to MediaCruiser Platform or MediaCruiser’s website as well as it shall not attempt to obstruct, disrupt or interfere with the operation of MediaCruiser Platform or other services provided by MediaCruiser.

3.6. Support. MediaCruiser shall not be obligated to provide the Advertiser with any support but may elect to do so at its sole discretion. In the event, technical support shall be delivered in English and refers to the working days Monday through Friday, from 9:00 to 17:00, Central European Time. Detailed information on technical support is posted on MediaCruiser Platform.

4. PAYMENTS

4.1 Payments. Payments are based on purchased Digital Traffic for advertising purposes by the Advertiser in its Campaigns as reported by MediaCruiser. The Advertiser indicates the price that it is willing to pay for a bid (bid price in the Campaign) using either CTA or CPM bidding models. The parties may also agree on non-standard conditions of purchasing Digital Traffic for advertising purposes followed by separately agreed prices. All fees related to payments, including but not limited to transaction processing fees, depositing funds or refunds shall be borne by the Advertiser.

4.2. Deposit. The Advertiser prior to purchasing the Digital Traffic for advertising purposes must deposit funds to its Account on MediaCruiser Platform. The minimum initial deposit amount is 200 USD (two hundred United States Dollars). All payments and transactions shall be conducted in United States Dollars (USD). Top up amount above the minimum threshold is solely a decision of the Advertiser. Deposited funds are ring fenced within the Advertiser’s Account. The Advertiser may deposit funds via bank transfer or credit/debit card payment through MediaCruiser’s integrated payment provider. Deposited funds can be used only for purchasing the Digital Traffic for advertising purposes via different types of Campaigns available in MediaCruiser Platform. The Advertiser acknowledges and agrees that different funds deposit options – such as Bank Transfer – may hold additional costs of transactions which are subjected to change without explicit notice from MediaCruiser. However, information on additional costs of transactions is always displayed on MediaCruiser Platform’s payment screen. Any pre-payments, made by the Advertiser as the deposit, do not exclude the obligation of the Advertiser to pay all amounts due to MediaCruiser, especially the ones that exceed the deposited funds owing to the campaign settings chosen by the Advertiser. The Advertiser may be informed by MediaCruiser that campaign fees may exceed the pre-paid sums and can accept it or resign from these settings. Advertiser understands that some choices made by the Advertiser in relation to their campaign settings may result in overspending the budget which is caused by technical features of RTB advertising and it is completely independent from MediaCruiser, which assumes no responsibility in this regard. Advertiser authorizes MediaCruiser to charge relevant amounts from Advertiser’s payment method connected to the Account. For the avoidance of doubt, the Parties jointly agree that exceeding by the Advertiser the amount of previously deposited funds does not mean granting any credit limit by MediaCruiser.

4.3. Credit limit. The Advertiser may request to obtain a credit limit and can be granted the one, based on the individual decision of MediaCruiser. MediaCruiser reserves the right to cancel the credit limit in its absolute and sole discretion at any time.

4.4. Strong Customer Authentication. According to the relevant payment providers’ policies some of the transactions may demand Strong Customer Authentication (SCA), which means that electronic payment is performed with multi-factor authentication to increase the security of such a payment.

4.4.1. The type of used multi-factor authentication as well as demanding SCA in any case depends on the policy of the relevant payment provider that is used by the Advertiser to make a payment.

4.4.2. The implementation of requirements regarding SCA may also lead to processing an increased amount of the Advertiser’s Personal Data by these payment providers and transferring the increased amount of the one by MediaCruiser to these payment providers, so it is recommended to respectively review the privacy policies available on their websites as well as the Privacy Policy of MediaCruiser.

4.5. Payment Currency. The Advertiser can make payments under the Terms and Conditions in USD indicated in the Account by MediaCruiser at the moment of settlements between parties.

4.6. Reporting. Unless agreed to otherwise by the parties, the amount to be paid by the Advertiser to MediaCruiser shall be determined by MediaCruiser’s reports and indicated in the Advertiser’s Account. The statistics are fully available to the Advertiser via the Account.

4.7. Payment Disputes. The Advertiser understands and agrees to address any questions it may have concerning any payments under these Terms and Conditions within thirty (30) days of the date of receipt of the relevant invoice issued by MediaCruiser, in writing or by email to [email protected] or [email protected]. Failure to notify MediaCruiser within such period will constitute an acceptance of, and agreement with, the applicable payment.

4.8. Refunds. 

4.8.1. The minimum initial deposit is nonrefundable, subject to point 4.8.3.

4.8.2. Subject to point 4.8.3., during the Term of the Agreement or in the event of any termination of the Agreement, the Advertiser may be entitled only to a refund of remaining funds deposited in the Advertiser’s Account above the amount of minimum initial deposit (if the one has not been completely used). Bonuses or any form of credit granted by MediaCruiser are not subject to refund.

4.8.3. Any Advertiser’s Account that remains inactive for a period of more than 6 months is to be suspended. Reactivation of inactive Accounts shall require additional verification as per instructions available in the Advertiser’s panel. The remaining funds deposited on the Account are automatically deducted by MediaCruiser for keeping the Account active during the aforementioned period and accounted for as revenues of MediaCruiser in the ledger books. If the Advertiser asks for reactivation of the Account, the funds may be reinstated as a “bonus” in the amount equal to the remaining funds deposited on the Account before its deactivation (in exceptional situations if requested). That bonus shall be ring fenced only into the Advertiser’s Account (i.e. in the form of deposit) and not into bank account or any other Advertiser’s account.

4.8.4. In accordance with the Terms and Conditions, the Advertiser may ask for a refund of the remaining funds deposited on the Account by contacting [email protected].

4.9. Taxes and Withholding. The Advertiser understands and agrees that taxes with respect to commissions or any other payments made to MediaCruiser hereunder will not be withheld or paid directly or indirectly by MediaCruiser unless MediaCruiser determines in its sole discretion that MediaCruiser or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify the Advertiser of such withholding. The Advertiser understands and agrees that it is the Advertiser’s responsibility to pay all applicable income taxes, sales taxes, or any other federal, state, or local taxes, and/or foreign taxes related to any payments to MediaCruiser pursuant to these Terms and Conditions. The Advertiser agrees to promptly reimburse and indemnify MediaCruiser from any claim or assessment of taxes by any foreign, United States, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operations stated in the Terms and Conditions.

5. RESTRICTIONS AND RIGHTS

5.1. Effects of the Services. MediaCruiser guarantees to sell Digital Traffic for advertising purposes (in the form of clicks) according to the settings of the Advertiser’s Campaign. However, MediaCruiser does not guarantee conversion as an effect of the Advertiser’s Campaign (e.g., sales or sign-ups) and shall not issue a refund if none are achieved. It means that MediaCruiser does not guarantee any sales and shall not be held responsible if sales are not generated.

5.2. Destination URL. In the event that the Destination URL becomes unavailable for any reason (e.g., server hosting the provided URL is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the Internet, Destination URL, the Advertiser’s network, and/or its underlying infrastructure), the Advertiser shall not hold MediaCruiser or its partner sites responsible for these errors. MediaCruiser shall not be held responsible for factors beyond its control that may interfere with its ability to deliver End Users to the Destination URL. Such factors include, but are not limited to, downtime on the Advertiser’s server, overuse of the Advertiser’s bandwidth quota (if applicable), errors on the Destination URL, pop-up killers, and/or network outages beyond MediaCruiser’s server. Any such purchases concerning End Users not delivered to the Destination URL during these aforementioned circumstances shall not be refunded.

5.3. Prohibited activities. The Advertiser shall not obtain or attempt to obtain: (A) any information from MediaCruiser Platform, including without limitation: email addresses or phone numbers of other account holders or other software data, (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by the MediaCruiser Platform, MediaCruiser’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble the MediaCruiser Platform or MediaCruiser’s website or servers.

5.3.1. The Advertiser is prohibited to use MediaCruiser’s Services to promote sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Isle of Man, European Union and/or United States of America. MediaCruiser will publish guidelines for Advertiser’s Campaigns on MediaCruiser website.

5.3.2. The Advertiser shall not use MediaCruiser Platform in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (D) violates any applicable law, ordinance, rule, regulation or treaty, (E) is in any other way harmful to the End User.

5.3.3. Advertiser shall ensure that all their materials and content entered into the MediaCruiser Platform are free from viruses, worms, Trojan horses, and other malicious code. Any content provided for MediaCruiser Platform cannot: (A) be used to conduct unauthorized advertising, promotional and marketing activities, in particular by placing advertisements, selling and promoting products, services, projects and collections that are unlawful or violate the rights of third parties, (B) be used to conduct activities prohibited by law, e.g. attempts to fraud and extort funds from other persons or entities, (C) incite or condone violence against any living being, including animals, (D) propagate any fascist or other totalitarian state system, (E) incite hatred or insult group of people or individual persons on the basis of gender, sexual, national, ethnic, racial or religious differences or lack of religious denomination, or condone such hatred or insult, (F) defame or insult any third party, (G) violate the personal rights of any third party, (H) contain profanity or other offensive content, (I) encourage dangerous behavior or approve of such behavior, (J) violate the applicable legal order or good customs in any other way, for example in terms of the sale of non-compliant or counterfeit products, the sale of goods or the provision of services in violation of consumer protection law, unauthorized
use of copyrighted materials, (K) be an advertisement directed to End-Users based on profiling as defined in Article 4, point (4), of Regulation (EU) 2016/679 using special categories of personal data referred to in Article 9(1) of Regulation (EU) 2016/679, (L) be an advertisement based on profiling as defined in Article 4, point (4), of Regulation (EU) 2016/679 using personal data of the End-User when the Advertiser is aware with reasonable certainty that the End-User is a minor.

5.4. Right of control. MediaCruiser reserves the right to control and verify compliance with these restrictions and limitations. The Advertiser shall be responsible for all damages incurred by MediaCruiser arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by MediaCruiser’s business partners.

5.5. Right to revoke access. In any case of breaching the Terms and Conditions by the Advertiser, MediaCruiser is entitled to ban the Advertiser’s Account. It means no longer access for the Advertiser to the Account and no use of MediaCruiser’s Services.

5.6. Notice and action mechanisms. MediaCruiser may be provided with notice of illegal content via [email protected] or verify the content of its own using designated personnel. In the event of a notice regarding materials or content that is illegal or inconsistent with these Terms and Conditions, MediaCruiser will, without undue delay, send the person or entity that submitted the notice a confirmation of its receipt to the indicated contact details. Within fourteen (14) days, MediaCruiser will also inform about its decision regarding the information covered by the notice. If illegal or inconsistent content is identified, MediaCruiser will take actions described in point 5.6.1. below, and the Advertiser, who originally provided it, will be informed about aforementioned actions along with appropriate justification. The justification will include the following information: (i) kind of actions taken by MediaCruiser, (ii) facts and circumstances on the basis of which the decision was made, (iii) the basis of the decision made i.e. external notice or voluntary screening activities conducted by MediaCruiser, (iv) legal basis and reasons for classifying the content as illegal, (v) legal basis and reasons for classifying the content as inconsistent with the Terms and Conditions, (vi) information on the Advertiser’s options to appeal against the decision, including out-of-court dispute resolution and judicial remedies. The person or entity that submitted the notice, as well as the Advertiser, may appeal against the MediaCruiser decision. The appeal should include comprehensive justification and be submitted within fourteen (14) days of receiving information from MediaCruiser. The appeal will be considered by MediaCruiser within fourteen (14) days of its receipt.

5.6.1. If the Advertiser’s materials or content is illegal or inconsistent with these Terms and Conditions, MediaCruiser can take in particular following actions: remove the materials or content from the MediaCruiser Platform, prevent access to materials and content, limit or disable materials or content monetization, suspend or terminate provision of Services to the Advertiser, suspend or terminate the Advertiser’s Account.

5.7. Notification of suspicions of criminal offences. Additionally, where MediaCruiser becomes aware of any information giving rise to a suspicion that a criminal offence involving a threat to the life or safety of a person or persons has taken place, is taking place or is likely to take place, it shall promptly inform the law enforcement or judicial authorities of the EU Member State(s) concerned of its suspicion and provide all relevant information available.

5.8. Internal complaint-handling system. MediaCruiser provides Recipients of the Services, including individuals or entities that have submitted a notice, for a period of at least six (6) months following the decision referred to in point 5.6. above, against the decision taken by MediaCruiser upon the receipt of a notice or against the following decisions taken by MediaCruiser on the grounds that the information provided by the Recipients constitutes illegal content or is incompatible with its terms and conditions: (A) decisions whether or not to remove or disable access to or restrict visibility of the information, (B) decisions whether or not to suspend or terminate the provision of the Services, in whole or in part, to the Advertiser, (C) decisions whether or not to suspend or terminate the Advertiser’s Account, (D) decisions whether or not to suspend, terminate or otherwise restrict the ability to monetize information provided by the Advertiser.

5.8.1. The period of at least six (6) months referred to in point 5.8 shall start on the day on which the Recipient of the Services is informed about the decision.

5.8.2. MediaCruiser will handle complaints and any kind of communciations submitted through its ”Contact Us” section on the MediaCruiser website in a timely, non-discriminatory, diligent and non-arbitrary manner. Where a complaint contains sufficient grounds for MediaCruiser to consider that its decision not to act upon the notice is unfounded or that the information to which the complaint relates is not illegal and is not incompatible with the Terms and Conditions, or contains information indicating that the complainant’s conduct does not warrant the measure taken, it shall reverse its decision referred to in point 5.6 without undue delay.

5.8.3. MediaCruiser will inform complainants without undue delay of its reasoned decision in respect of the information to which the complaint relates and of the possibility of out-of-court dispute settlement described in point 5.9. below and other available possibilities for redress. MediaCruiser will ensure that aforementioned decisions are taken under the supervision of appropriately qualified staff.

5.9. Out-of-court dispute settlement. Recipients of the Services, including individuals or entities that have submitted notices, addressed by the decisions referred to in point 5.8. above shall be entitled to select any out-of-court dispute settlement body that has been certified by the Digital Services Coordinator in order to resolve disputes relating to those decisions, including complaints that have not been resolved by means of the MediaCruiser’s internal complaint-handling system. Either MediaCruiser or the Recipient of the Services shall engage, in good faith, with the selected certified out-of-court dispute settlement body with a view to resolving the dispute. These rights are without prejudice to the right of the Recipient of the Services concerned to initiate, at any stage, proceedings to contest those decisions of MediaCruiser before a court in accordance with the applicable law.

5.10. Measures and protection against misuse. MediaCruiser shall suspend, for a reasonable period of time and after having issued a prior warning, the processing of notices and complaints submitted through the notice and action mechanisms and internal complaints-handling systems, respectively, by individuals or entities or by complainants that frequently submit notices or complaints that are manifestly unfounded. MediaCruiser takes into account when assessing whether certain behaviour constitutes misuse especially the following facts and circumstances: (A) the number of manifestly unfounded notices or complaints and the relative proportion thereof in relation to the total number of information provided or notices submitted within one (1) year, as well as (B) the gravity of the misuses including the nature of illegal content, and of its consequences, and (C) the intention of the Recipient of the Services, the individual, the entity or the complainant. A reasonable period of time of such suspension will not be longer than three (3) months. MediaCruiser considers the notice or a complaint as misuse, if an individual or entity or complainant submitted in the last 12 (twelve) months at least three (3) notices or complaints which were obviously unfounded.

5.10.1. MediaCruiser shall also suspend, for a reasonable period of time and after having issued a prior warning, the provision of its Services to Advertisers that frequently provide manifestly illegal content. MediaCruiser takes into account when assessing whether certain behaviour constitutes misuse the facts and circumstances stated in point 5.10. above. The duration of the suspension is based on Advertiser’s activity, especially in relation to the Advertiser’s cooperation and removing illegal content immediately. Certain behaviour that constitutes misuse is assessed with regard to prohibited activities indicated in point 5.3. of these Terms and Conditions.

6. GENERAL TERMS

6.1. Representations & Warranties. MediaCruiser represents and warrants that it has full power and authority to enter into these Terms and Conditions. The Advertiser represents and warrants that it has full power and authority to agree to these Terms and Conditions.

6.2. Limitation of liability. MEDIACRUISER AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS (COLLECTIVELY THE “MEDIACRUISER PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING THE PUBLISHERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF MEDIACRUISER PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDIACRUISER PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF CAMPAIGN ON MEDIACRUISER PLATFORM, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH MEDIACRUISER, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF MEDIACRUISER. MEDIACRUISER IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEDIACRUISER PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR TORTS/DELICTS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE MEDIACRUISER PLATFORM (INCLUDING CAMPAIGN’S SETTINGS). EVEN IF MEDIACRUISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE ABOVE LIMITATION OF LIABILITY IS DEEMED INAVLID BY THE COMPETENT COURT, THE TOTAL, CUMULATIVE LIABILITY OF MEDIACRUISER PARTIES RESULTING FROM THESE TERMS AND CONDITIONS OR CONNECTED WITH IT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE LAST CAMPAIGN. LIABILITY OF THE MEDIACRUISER PARTIES IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, IT MEANS THAT IT IS LIMITED ONLY TO DAMAGES CAUSED BY UNINTENTIONAL FAULT OF ANY OF THE MEDIACRUISER PARTIES.

6.3. Intellectual Property. As between MediaCruiser and the Advertiser, MediaCruiser (or others it so designates in writing) shall own all rights, titles and interests to use of Intellectual Property Rights (as defined below), relating to the MediaCruiser Platform (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to MediaCruiser Platform. For purposes of these Terms and Conditions, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and reinstatements thereof, now or hereafter in force and effect worldwide. The Advertiser shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the MediaCruiser Platform or MediaCruiser; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to MediaCruiser Platform or MediaCruiser; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the MediaCruiser Platform; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from MediaCruiser, any aspect of MediaCruiser Platform under any timesharing, service bureau or other unauthorized method or access thereto; or (v) engage in any action or practice that reflects poorly on the MediaCruiser Platform, MediaCruiser or its Publishers, or otherwise disparages or devalues the reputation or goodwill of the same.

6.3.1. As between MediaCruiser and the Advertiser, MediaCruiser (or others it so designates in writing) shall own rights to use of all the algorithms, methods of computation used by the MediaCruiser Platform to measure purchases including all applicable rights to use of the patents, copyrights, trademarks, trade secrets, or other proprietary or Intellectual Property Rights inherent therein or appurtenant thereto. All rights not expressly granted to the Advertiser herein are reserved to MediaCruiser and other entitled entities.

6.3.2. The Advertiser’s materials (i.e. websites, domains, creatives, landing pages, etc.) are and shall remain its sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or Intellectual Property Rights inherent therein or appurtenant thereto.

6.4. Confidentiality. The Advertiser agrees to safeguard and, except MediaCruiser’s written consent, not to disclose to anyone any proprietary or confidential information acquired in relation to the Advertiser’s access to MediaCruiser Platform. Such information includes, without limitation, Personal Data, principles of operations of MediaCruiser Platform, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the Advertiser, (ii) was already in the Advertiser’s possession or known to the the Advertiser prior to being disclosed or provided to it by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to MediaCruiser or any other party with respect thereto, (iii) was or is obtained by the Advertiser from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to MediaCruiser or any other party with respect to such information or material, or (iv) is independently developed by the Advertiser without reference to the Confidential Information.

6.4.1. The Advertiser shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Advertiser agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of MediaCruiser’s rights therein. The Advertiser shall use its best efforts to assist MediaCruiser in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Advertiser shall advise MediaCruiser immediately in the event the Advertiser learns or has reason to believe that any person to whom the Advertiser has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of MediaCruiser, and the Advertiser will, at the Advertiser’s expense, cooperate with MediaCruiser in seeking injunctive or other equitable relief in the name of the Advertiser or MediaCruiser against any such person. The Advertiser agrees to maintain the confidentiality of MediaCruiser’s Confidential Information using at least as great a degree of care as the Advertiser uses to maintain the confidentiality of the Advertiser’s own most confidential information (and in no event less than a reasonable degree of care). Especially, the Advertiser is obliged to conclude non-disclosure agreements with any person that has access to the Advertiser’s Account, which content shall allow for objective protection of Confidential Information. The Advertiser acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation MediaCruiser Platform or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to MediaCruiser inadequately compensable in damages at law, and MediaCruiser is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. 

6.4.2. The disclosure of the Confidential Information is not a breach of these Terms and Conditions if it was made due to the demand of common courts, administrative courts, public authorities due to the obligation stipulated by the provisions of applicable law and the Advertiser notifies MediaCruiser immediately about this obligation and in any case before the disclosure and discloses the Confidential Information only in the least possible extent.

6.4.3. The Advertiser is obliged to keep confidentiality of the Confidential Information during the Term of the Agreement and for twenty (20) years after its termination. MediaCruiser may immediately ban the Advertiser’s Account and terminate all license rights granted herein, in the event the Advertiser breaches any of its confidentiality obligations.

6.5. Modifications. MediaCruiser reserves the right to change these Terms and Conditions and prices for its Services at any time in its sole discretion and pursuant to applicable law. Amended versions of the Terms and Conditions or new pricing lists shall be effective upon providing the Advertiser with a notice of at least two (2) weeks. Amendments of pricing list do not affect ongoing Campaigns. Your continued use of MediaCruiser Platform after the effective date of any such notice shall constitute your acceptance of and agreement to such changes. IF THE ADVERTISER DOES NOT WISH TO BE BOUND TO NEW TERMS AND CONDITIONS, IT MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF NEW TERMS AND CONDITIONS BY AN EMAIL NOTICE.

6.5.1. MediaCruiser reserves the right to modify MediaCruiser Platform and its functions or functionalities at any time in its sole discretion and without any liability. MediaCruiser agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, MediaCruiser reserves the right to modify or maintain MediaCruiser Platform at any time, with or without notice to the Advertiser. 

6.6. Indemnification. The Advertiser shall indemnify, defend, and hold harmless MediaCruiser (including the MediaCruiser Parties) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by MediaCruiser, known or unknown, contingent or otherwise, directly or indirectly arising from the Advertiser’s breach of any term or provision of these Terms and Conditions or any way related to the Advertiser’s use of the MediaCruiser Platform, including but not limited to any claim for infringement of Intellectual Property Rights of a third party. MediaCruiser shall notify the Advertiser of any such claim and shall cooperate with the Advertiser, at its expense, in defending or settling such claim. The Advertiser shall not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects MediaCruiser’s rights without MediaCruiser’s prior written consent. The Advertiser may join in defense with counsel of its choice at its own expense. If the Advertiser does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, MediaCruiser may defend against such claim in such manner as it may deem appropriate at the Advertiser’s expense, including, without limitation, settling such claim, after giving notice to the Advertiser.

6.7. End Users’ data. By using MediaCruiser Platform the Advertiser may collect or use some data regarding activities of End Users. This data may include information about IP addresses, session-based browsing behaviour, device-related data (further referred to as „Data”). MediaCruiser Platform does not collect data which by itself identifies an individual such as name, address, phone number, email address. Detailed information regarding types of Data of End Users that may be collect or used by the Advertiser through MediaCruiser Platform is specified in the MediaCruiser Data Protection Agreement (https://mediacruiser.com/dpa/) and End User Privacy Policy (https://mediacruiser.com/end-user-privacy-policy/). Please note that any references to “End Users” mean the end user of an Internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on advertisement or campaign webpage.

6.7.1. If any Data is personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (further referred to as “Personal Data” and the “GDPR” and respectively), and processed thereof, it shall be governed under the terms and conditions set forth in the MediaCruiser Data Processing Agreement (https://mediatroopers.com/dpa/), further referred to as the “DPA”. The DPA is an integral part of these Terms and Conditions. Unless otherwise explicitly stated in the DPA, it is agreed and acknowledged by the parties that with respect to Personal Data included in the Data processed in connection with Services, the Advertiser shall be considered as the “Controller” or the “Processor” of Personal Data and MediaCruiser shall be considered as the “Processor” or “another Processor” (“Sub-Processor”), as applicable, according to the terms defined under the GDPR and the DPA. The Advertiser represents and warrants that MediaCruiser is permitted to collect, use and transfer Data on behalf of the Advertiser in order to provide Services according to the terms defined under DPA.

7. MISCELLANEOUS

7.1. Governing Law. The Terms and Conditions shall be governed by, and construed in accordance with, the laws of the Isle of Man, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.

7.2. Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with these Terms and Conditions, shall be brought and maintained exclusively in the court competent for MediaCruiser’s registered office. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the aforementioned court for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

7.3. Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and Conditions and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

7.4. No Third Party Beneficiaries. These Terms and Conditions are made solely for the benefit of the Advertisers and MediaCruiser Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.

7.5. Assignment. The Advertiser may not assign any of its rights or delegate any of its duties under these Terms and Conditions or additional agreements (if concluded with MediaCruiser) without the prior written consent of MediaCruiser. Despite such consent, no assignment shall release the assignor any of its obligations or alter any of its primary obligations to be performed under these Terms and Conditions. The Advertiser hereby agrees that MediaCruiser is entitled to assign any of its rights and obligations under these Terms and Conditions and additional agreements (if concluded with the Advertiser) to any third party and at any time without separate consent of the Advertiser.

7.6. Successors and Assigns. Except as otherwise expressly provided herein, these Terms and Conditions shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties to the Terms and Conditions.

7.8. Independent Contractor. The relationship of the Advertiser and MediaCruiser established by these Terms and Conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

7.9. Force Majeure. Neither party shall be deemed in default of the Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of an event of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent i.e. riot, war, invasion, act of foreign enemies, hostilities, terrorism, strikes, flood, fire or other physical natural disaster, epidemic, strike, act or actions of government or shortage of materials or supplies.

7.10. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by MediaCruiser in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

7.11. Entire Agreement. Except as may be set forth in a written agreement signed by MediaCruiser and the Advertiser, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the use of MediaCruiser Platform between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

7.12. Severability. If any provision of the Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of the Terms and Conditions or affecting the validity or enforceability of such provision.

7.13. Attorney’s Fees. If MediaCruiser prevails in any action, suit, or proceeding arising from or based upon the Terms and Conditions, MediaCruiser shall be entitled to recover from the Advertiser MediaCruiser’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

7.14. Headings. The headings in the Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision herein nor affect any of the rights or obligations of the parties of the Terms and Conditions.

7.15. Notices and Complaints. Any notice, communication or statement relating to Terms and Conditions shall be done by an email unless the written form is reserved in these Terms and Conditions. The notice is deemed effective upon delivery to the contact data of the respective party as indicated herein or in the Advertiser’s Account. In the event of non-material changes to the Terms and Conditions (e.g. editorial changes, correction of obvious typographical errors), notice shall be deemed effective upon posting at MediaCruiser Platform. In the event of material changes to the Terms and Conditions (i.e. affecting the rights and obligations of the parties), notice shall be effective upon delivery to the email address last provided by the Advertiser. In the event that the Advertiser believes that the Agreement is not being performed in accordance with the provisions of the Terms and Conditions, it may submit a complaint to MediaCruiser in the term of fourteen (14) days from noticing the breach of the Agreement by MediaCruiser. All complaints will be handled within a reasonable timeframe, not exceeding thirty (30) days. The notices and complaints of the Advertiser can be sent on the following addresses: 3rd Floor, Atlantic house, 4-8 Circular Road Douglas, IM1 1AG, Isle of Man or by email to: [email protected]

7.16. Survival. Sections Representations & Warranties, Intellectual Property, Confidentiality, Indemnification and Miscellaneous and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms and Conditions shall survive and remain in effect after such happening.

7.17. Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the provisions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.