CitrusAd Advertiser Agreement

Version 2.0 Effective on and from 21st August 2021

Preamble

This is a legally binding Agreement between the “Citrus” entity listed in Section 11 in the relevant Elected Country and Advertiser for use of Citrus’ online advertising platform as described in the Service Description (Platform) and the Services.

By clicking the “I Accept” button (or any button or checkbox having similar wording or meaning) or using the Platform or the Services, the Advertiser acknowledges that Advertiser has; read, understands, and agrees to be bound by the terms of this Advertiser Agreement.

If Advertiser does not agree with the terms of this Advertiser Agreement, Advertiser should not register for the Services or use the Platform or the Services.

Certain capitalized terms in this Advertiser Agreement are defined in the Definitions section of this Agreement.

The following provisions may be subject to regional consumer protection laws, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

This Advertiser Agreement incorporates the Citrus Data Privacy Policy, Citrus Website Privacy Policy, Citrus Privacy Guidelines for Advertisers, Citrus Terms and Conditions, and Citrus Acceptable Use Policy (Policies) and any other referenced policies and attachments, including the documentation.

Advertiser must also comply with the terms and conditions use for Google’s reCAPTCHA software utilized as part of the Platform the current terms of which can be located at https://www.google.com/intl/en/policies/privacy/ and https://www.google.com/intl/en/policies/terms/.

Definitions

In this Advertiser Agreement, unless defined elsewhere in this document, capitalized terms have the following meanings:

Account Details means the details of the Advertiser’s Account accepted by Citrus under section 1, as amended from time to time.
Advertiser means the subscriber for the Services under this Advertiser Agreement, as detailed in the Account Details.
Advertiser Agreement means this Advertiser Agreement and any documents incorporated herein by reference.
Ads or Advertising Materials mean artwork, copy, or active URLs supplied by Advertiser to Citrus.
Affiliate means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
API means Application Programming Interface with the Platform.
Bid means the price that Advertiser indicates through the Platform that it is willing to pay for positions on the Media Company Properties.
Campaign means a single campaign by Advertiser to serve an Ad or Ads on a Site or Sites through the Platform. A Campaign may also offer discounts off the price of Advertiser’s products available from a Media Company Property.
Click means a user’s interaction with an Advertiser’s Ad. In this context, a “Click” will include any action taken across any device (desktop, mobile, tablet) in both browser and mobile app environments to initiate a redirect to the details page of an Ad, to find out more information about the product (product detail page) the subject of the Ad or to put the product the subject of the Ad into the user’s digital shopping cart. Click fees are proprietary to Citrus and are calculated using a second price methodology combined with a relevancy scoring system that weights the value of the bid price based on how relevant an Ad is compared to the Ad that ranks second to it in the auction. Further details on how the ad scoring calculation works can be found in sections 1(a) and 1(b) of the Retailer terms and conditions located at https://citrusad.com/ad-network-terms.
Click Fees means the fee payable by the Advertiser when a user clicks on an Advertiser’s Ad as determined by Bids accepted through the Platform.
CPA Deliverables means Deliverables sold on a cost per acquisition basis.
CPC Deliverables means Deliverables sold on a cost per Click basis.
CPL Deliverables means Deliverables sold on a cost per lead basis.
CPM Deliverables means Deliverables sold on a cost per thousand impression basis.
Deliverable or Deliverables means the inventory delivered by Citrus (e.g., Impressions, Clicks, or other desired actions).
Documentation means the resources and documentation that Citrus makes available to Advertiser through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.
Elected Country means that country where the Advertising Materials are hosted, typically the county where the Media Company Properties are located.
Fees mean Click Fees, Impression Fees, Service fees and any other fees and charges payable by Advertiser as set out in the Developer Documentation located at https://developers.citrusad.com or specified in any Citrus Insertion/Purchase Order.
Impression Fees mean means the fee payable by the Advertiser based on the number of digital ad views (“Impressions”). The Impression Fees are based on displays on the Media Company Properties and does not based on whether an Ad has been subject to a user’s Click.
Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
Media Company or Retailer means an online Retailer to whom the Advertiser supplies products that are subscribers to the Platform.
“Media Company Properties” are websites, mobile applications and other digital properties that are owned, operated, or controlled by Media Company/Retailer.
Service Description means the description of the Platform and the Services as set out in the Documentation from time to time.
Services means providing access to the Platform together with associated support services, as further described in the Service Description.
Website means Citrus’ website at www.citrusad.com or such other website or websites notified by Citrus to Advertiser from time to time.

1. Registration

1.1. Advertiser must complete the account registration form on the Advertiser signup page of the Website in order to use the Platform and the Services. Advertiser will provide true, accurate, current, and complete information as requested in the account registration form. Citrus reserves the right to refuse registration of, or cancel, accounts it deems inappropriate for any reason in its sole discretion. The Platform and the Services are available only to persons who can form legally binding contracts under applicable law. Advertiser’s use of the Platform and the Services is subject to Citrus approving Advertiser’s account registration and allocating an account to Advertiser (Account). Citrus will notify Advertiser upon establishment of the Account. Advertiser may only have one Account which will apply to its interaction with all Media Companies on the Platform. Advertiser warrants that no unauthorized user will have access to the Account.

1.2. As part of the registration process, Advertiser will provide valid credit card details or other agreed payment arrangements to allow for the payment of Fees and an email address and password for its Account. Advertiser is responsible for maintaining the security of its Account, passwords, private keys, API keys and for all uses of the Account and the use of the Platform and the Services.

2. Platform and Services

2.1. Citrus will use its reasonable endeavors to make the Platform available and provide the Services to Advertiser in accordance with the Service Description.

2.2. Advertiser authorizes Citrus to place Advertiser’s Advertising Materials to the Media Company Properties. Advertiser is solely responsible for all:

2.2.1. Advertising Materials;
2.2.2. Ad trafficking or targeting decisions (such as keywords) (Targets);
2.2.3. sites to which Ads direct users along with the related URLs and redirects (Landing Pages); and
2.2.4. services and products advertised on Landing Pages.

2.3. The Platform is an online advertising platform on which Advertiser authorizes Citrus to use automated tools to format Ads. Citrus may make available to Advertiser certain optional Platform features to assist Advertiser with the selection and generation of Targets and Advertising Materials including offering discounts and free samples. Advertiser is not required to use these optional Targeting and Advertising Materials features and may opt-in to or opt-out of usage of these features, but if Advertiser uses these features then Advertiser will be solely responsible for the Targets and Advertising Materials. Citrus and Media Companies may reject, remove or move a specific Ad or Target at any time for any reason including if it violates the Policies, if Citrus believes the Ad or Target would expose Citrus or a Media Company to liability or if Media Company wishes to display an advertisement for its own private label product. Citrus may modify or cancel the Platform and the Services at any time.

2.4. In consideration of the terms set out in this Advertiser Agreement, Citrus grants Advertiser a non-exclusive, non-transferable, revocable right to use the Platform and the Services in accordance with the terms of this Advertiser Agreement, the Service Description and all applicable laws.

2.5. Advertiser will not, and will not authorize any third party to:

2.5.1. generate automated, fraudulent or otherwise invalid impressions, inquiries, Clicks or conversions; or
2.5.2. use any automated means or form of scraping or data extraction to access, query or otherwise collect Citrus advertising related information from any Media Company Property or Website except as expressly permitted by Citrus.

2.6. Advertiser will direct communications regarding Ads on Media Company Properties under this Advertising Agreement only to Citrus

2.7. Advertiser may use the Platform and the Services only in and for its own internal purposes and business operations. Advertiser may not use the Platform or the Services as a service for any third party. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Platform or the Services accessed by Advertiser hereunder, in whole or in part, is granted except as expressly provided by this Advertiser Agreement.

2.8. Citrus may immediately suspend or restrict Advertiser’s or Advertiser’s use of all or any of the Platform or the Services without liability to Advertiser as follows:

2.8.1. where reasonably necessary for technical issues, maintenance of the Platform or operational reasons
2.8.2. if Advertiser breaches any other terms of this Advertiser Agreement or the Policies; or
2.8.3. if Citrus considers that Advertiser has committed or may be committing any illegal or fraudulent activity through its use of the system or the Services.

2.9. Citrus will provide Advertiser with support to resolve general issues relating to the Account and Advertiser’s use of the Platform and the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If Advertiser still has issues or questions after reviewing the Documentation, Advertiser should contact Citrus at [email protected].

2.10. Advertiser may cancel the Services at any time by ceasing to submit Campaigns into the Platform. However, pending Campaigns are only subject to cancellation as set forth in section 4.

3. Ad Campaigns and Bidding Process

3.1. Advertiser may configure Campaigns and submit them into the Platform in accordance with the Documentation. Once a Campaign has been submitted to the Platform the Platform will automatically make Bids on behalf of the Advertiser for its Ads to be displayed on one or more positions on one or more Media Company Properties . The Bids will be consistent with the configuration established by Advertiser for each Campaign. If a Bid from Advertiser is accepted by the Platform, Advertiser’s Ad will be displayed on the Media Company Property(ies) or in the agreed position or positions on the Media Company Property(ies) and Advertiser must pay the Fees in relation to the display of that Ad on a Media Company Property.

3.2. Advertiser acknowledges and agrees that the Bid seeking, making and acceptance process is automated by the Platform subject to the configurations set by Media Companies in the Platform and the configurations set by Advertiser for each Campaign. Once a Bid is entered into the Platform by or on behalf of Advertiser it may not be withdrawn and the Bid represents an offer made to Citrus to display the Ad on the terms of the Bid which, if accepted by the Platform, becomes a binding agreement to display the Ad on the terms of the Bid and this Advertiser Contract, including in relation to the payment of Fees.

3.3. Advertiser is liable for all Fees payable in connection with a Bid entered into and accepted by the Platform in all circumstances including if the Bid is made in error or if the Bid has not been authorized by Advertiser (Disputed Bid) except where the Disputed Bid has been caused by the negligence, fraud or misconduct of Citrus, a breach of this Advertiser Agreement by Citrus or errors in the Platform.

3.4. Citrus reserves the right to alter its Bid relevancy calculation at any time, including but not limited to how an Ad is scored and the final pricing of an Ad.

Auction

3.5. Citrus has a proprietary relevancy-based auction that is applied to all bidders in an auction.

3.6. The relevancy score that is derived from the data inputs, customer relevance, and product relevance coupled with the maximum bids contributes to how Advertiser’s final charges for Fees.

3.7. Citrus reserves the right to change, amend, or update the proprietary algorithm as to how it calculates both relevancy and/or the auction, but will not do so during a pending campaign.

Banner Advertising

3.8. The Advertiser acknowledges and accepts that the Banners are displayed on the Media Company Property and that both the Retailer and Citrus have an absolute discretion as to where (and how often) the Banners will be displayed and how priority is to be governed between different Advertisers.

3.9. The Advertiser acknowledges that Banners may be displayed next to banners of its direct or indirect competitors.

4. Cancellation/Termination

4.1. Unless a Policy, the Documentation, the Platform user interface, the API or this Advertiser Agreement provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction (i.e., submission of bid) or placement (with respect to Banner Ads).

4.2. Under any circumstance not identified in section 4.1 or elsewhere in this Advertiser Agreement, these cancellation/termination provisions apply:

4.2.1. Without Cause by Advertiser. Unless otherwise designated in this Advertiser Agreement as non-cancelable, Advertiser may cancel the entire Campaign, or any portion thereof, as follows:
- 4.2.1.1 With 14 days’ prior written notice to Citrus, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the Campaign eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.
- 4.2.1.2. With seven (7) days’ prior written notice to Citrus, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
- 4.2.1.3. With 30 days’ prior written notice to Citrus, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.
- 4.2.1.4. Advertiser will remain liable to Citrus for amounts due for any custom content or development (Custom Material) provided to Advertiser or completed by Citrus or its third-party vendor prior to the effective date of termination. For Campaigns that contemplate the provision or creation of Custom Material, Citrus will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
4.2.2. For Cause by Advertiser. Advertiser may terminate a Campaign at any time Citrus is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the Advertiser.
4.2.3. Cancellation by Citrus. Notwithstanding anything in this Advertiser Agreement to the contrary, Citrus may, at any time and for any reason immediately reject or remove any portion of an Ad, or Advertising Materials, any content of any campaign under a Campaign from any Media Company Property, or any Target options made available by Citrus. Citrus may also suspend or terminate any Campaign or Advertiser’s access to the Platform or the Services by giving Advertiser written notice of termination.

4.3. Processing of Advertiser Cancellation. Advertiser is responsible for any cancellation fees communicated by Citrus to Advertiser (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or system user interface, and Advertiser remains obligated to pay all Fees resulting from served Ads. Advertiser must effect cancellation of Ads:

4.3.1. online through the Account if the functionality is available;
4.3.2. if this functionality is not available, with notice to Citrus via email to Advertiser’s account representative; or
4.3.3. if Advertiser does not have an account representative, with notice to Citrus via email to [email protected].

4.4. Upon termination:

4.4.1. For termination of an individual Campaign by Citrus with cause or by Advertiser outside of the permitted cancellation/termination rights, Advertiser must immediately pay all Fees outstanding or otherwise payable under this Advertiser Agreement;
4.4.2. For termination of Advertiser’s access to the Platform by Citrus with cause, (i) Advertiser will not be entitled to a refund of the balance of Advertiser’s Account and Citrus may close the Account; (ii) all outstanding Fees must be remitted including any administration charges payable by Advertiser on termination (as set out in the Service Description);
4.4.3. For cancellation of Advertiser’s access to the Platform by either party for any reason, Advertiser must cease to use the Platform and the Services;
4.4.4. Each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination; and
4.4.5. Each party’s respective obligations and rights under this Advertiser Agreement which reasonably survive termination shall do so in this instance, including but not limited to the following: payment of Fees, intellectual property rights, indemnification and Confidential Information.

5. Payments

5.1. Advertiser must pay the Fees to Citrus at the time or times determined by Citrus or as otherwise set out in the Documentation. The Fees exclude any applicable taxes.

5.2. At the time that Advertiser submits a Campaign to the Platform, Advertiser will specify a budget amount for the Campaign (Campaign Budget) which is the maximum amount of Fees (including any applicable and regional taxes) that Advertiser is prepared to pay in relation to the Campaign. At the time that Advertiser submits a Campaign to the Platform, Advertiser authorizes Citrus to deduct such amount from Advertiser’s credit card so that the balance of Advertiser’s Account is equal to the Campaign Budget. Citrus may aggregate deductions from Advertiser’s credit card for multiple Campaigns so that the balance of Advertiser’s Account at any time and from time to time will be equal to the aggregate of all Campaign Budgets for all of Advertiser’s current and outstanding Campaigns in the Platform. Advertiser acknowledges and agrees that a Campaign will cease once the Campaign Budget for that Campaign has been fully expended.

5.3. Advertiser authorizes Citrus to deduct all Fees and any applicable taxes from Advertiser’s Account.

5.4. An amount credited to Advertiser’s Account under section 5.2 is not refundable. If an amount credited to Advertiser’s Account under section 5.2 is not fully utilized during the course of a Campaign, the balance will remain to the credit of Advertiser’s Account and be available for use in future Campaigns. Any such credits must be used within 12 months from the date they were credited to Advertiser’s Account whereupon they will lapse without liability to Citrus.

5.5. Advertiser must provide Citrus with accurate and complete billing and credit card information and Advertiser must keep this information up to date.

5.6. Citrus will not deliver or send invoices for the Fees to Advertiser but such invoices will be available to view or download from the Website at Advertiser’s initiation.

5.7. If Citrus is unable to effect automatic payment from Advertiser’s credit card to Advertiser’s Account or is otherwise unable to collect any Fees or other charges due from Advertiser, Citrus may suspend Advertiser’s access to the Platform and the Services without giving Advertiser notice. This does not affect any termination rights under section 4.

5.8. The calculation of Fees will be based on Citrus’ records and accounting. The Fees are solely based on Citrus’ measurements from the Platform and the applicable billing metrics (e.g., Click Fees). Advertiser may not offset any payment due under this Advertiser Agreement against any payment due from Citrus. Citrus is not obligated to deliver or serve any Ads if there is an insufficient balance in Advertiser’s Account to pay the Fees for such Ads.

5.9. If Citrus does not deliver Ads to the selected Media Company Properties and Targets pursuant to a Bid accepted by the Platform then, subject to sections 9.1 and 9.2, Advertiser must make a claim for credit to its Account within 60 days after the invoice date (Claim Period), after which Citrus will issue the credit following claim validation by Citrus.

5.10. The parties acknowledge that third parties may generate Impressions or Clicks on Ads for prohibited or improper purposes and that if this occurs, subject to sections 9.1 and 9.2, Advertiser must make a claim for credit to its Account within the Claim Period, after which Citrus will issue the credit following claim validation by Citrus.

5.11. If Advertiser otherwise disputes any Fees relating to the Services, Advertiser must notify Citrus in writing within the Claim Period and, subject to sections 9.1 and 9.2, if Advertiser does not, any claim relating to the disputed Fees will be waived.

Taxes

5.12. Each party is responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All Fees payable by Advertiser are exclusive of applicable taxes and duties, including VAT, GST/HST/QST, and applicable sales tax (collectively, “Taxes”).

5.13. Advertiser is responsible for paying all taxes associated with the Services and its access to the Platform, excluding taxes based on Citrus’ net income or property. If Citrus has the legal obligation to pay or collect taxes for which Advertiser is responsible under this section, the appropriate amount shall be invoiced to and paid by Advertiser in accordance with this Advertiser Agreement.

6. Intellectual Property

6.1 The Platform and the Services utilize proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors, and except for the limited license granted to Advertiser by Citrus, Citrus reserves all right, title and interest in and to the Citrus IP. Advertiser shall not take any action to jeopardize, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. Advertiser acknowledges that any unauthorized copying or unauthorized use of the Citrus IP is a violation of this Advertiser Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Advertiser in relation to the Services shall be the sole property of Citrus and its licensors and may be used by Citrus and its licensors for any purpose.

6.2. If Citrus provides Advertiser with software in connection with the Services, Citrus grants Advertiser a limited non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling Advertiser to use and enjoy the benefit of the Platform and the Services, in the manner permitted by this Advertiser Agreement. Advertiser must not copy, modify, distribute, sell or lease any part of the Platform or Services or included software, nor may Advertiser reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Advertiser has the written permission of Citrus. Advertiser must not remove, obscure or alter Citrus’ copyright notice or other proprietary rights notices affixed to or contained within any Citrus services, software or documentation.

6.3. The parties acknowledge that Advertiser will provide Citrus with, or access to, the Advertising Materials, Targets and Landing Pages and other content (collectively, Advertiser Content) in order to allow Citrus to provide the Services. Advertiser grants Citrus and Media Companies a license to use the Advertiser Content for the purposes of performing the Services.

6.4 Advertiser acknowledges that all data collected by Citrus from Advertiser in connection with the provision of the Platform and the Services will be owned by Citrus.

7. Warranties and Indemnities

7.1. Advertiser represents, covenants, and warrants to Citrus that (a) it will use the Platform and the Services only in compliance with this Advertiser Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, and defamation); (b) it will not use the Services for any unlawful or discriminatory activities; (c) it will comply with the Policies; (d) it owns, or is otherwise authorized to use, and permit Citrus and Media Companies to use, all Intellectual Property Rights in the Advertising Materials; (e) that its advertising claims for its products used in connection with this Advertiser Agreement shall not be false or misleading; (f) that it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such a party’s knowledge, any objections by the Federal Trade Commission, Food and Drug Association, or any other local, state or federal government agency; (g) the content and Advertising Materials Advertiser delivers to pursuant to this Advertiser Agreement does not and will not infringe upon any third party intellectual property or proprietary right; (h) the content and Advertising Materials Advertiser delivers to pursuant to this Advertiser Agreement does not and will not slander, defame or libel any person; (i) the content and Advertising Materials Advertiser delivers to pursuant to this Advertiser Agreement does not and will not contain or include any content that is obscene, indecent, or constitute “Adult Content,” meaning .any material, including textual, audio or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts; and (j) it will not introduce any viruses, malware, and the like into the Media Company Properties.”.

7.2. If Citrus has reasonable grounds to suspect that Advertiser’s representations, covenants and warranties given under section 7.1 are inaccurate or breached, Citrus may terminate this Advertiser Agreement, deny any or all use of the Platform and the Services, and pursue any appropriate legal remedies.

7.3. Advertiser agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Advertiser’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Advertiser’s (a) violation or breach of any term of this Advertiser Agreement, including without limitation, any breach of Advertiser ’s representations, covenants and warranties given under section 7.1; (b) the negligence or intentional misconduct of Advertiser; or (c) use or misuse of the Platform or the Services by or on behalf of Advertiser. Citrus reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Advertiser and Advertiser shall not, in any event, settle any matter without the prior written consent of Citrus.

7.4. Citrus represents and warrants that it has all necessary permits, licenses, and clearances to provide the Platform and perform the Services set forth in this Advertiser Agreement. Citrus will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to its performance of its obligations under the Advertiser Agreement.

8. Confidentiality

8.1. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Discloser retains ownership and does not transfer any ownership rights to the Recipient.

8.2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality.

8.3. Recipient will keep all Confidential Information provided to it by Discloser strictly confidential. Recipient may disclose any such Confidential Information only to its employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Discloser’s prior written consent, Recipient will not disclose any such Confidential Information to any third party (except Recipient’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Recipient to use/perform the Services and otherwise perform its obligations under this Advertiser Agreement.

8.4. If Recipient receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Advertiser Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Recipient will notify Discloser in writing of Recipient’s receipt of such Request, and shall provide a copy thereof.

8.5. Upon Citrus’s request or expiration or early termination of this Advertiser Agreement, Advertiser must immediately return or destroy any and all of Citrus’ Confidential Information in Advertiser’s possession or under Advertiser’s control. If requested, Advertiser will certify in a writing signed by an authorized officer as to the return or destruction of all such Confidential Information.

8.6. Upon Advertiser’s request or expiration or early termination of this Advertiser Agreement, Citrus must refrain from any utilization of and shall not disclose any of Advertiser’s Confidential Information.

9. Disclaimer of Warranties and Limitation of Liability.

9.1. NO WARRANTY UNLESS SPECIFICALLY STATED HEREIN: ADVERTISER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM AND THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CITRUS OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER; IF SO AND IF SUCH LAWS ARE APPLICABLE, THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.

9.2. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS OR MEDIA COMPANIES BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO ADVERTISER’S USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICES, HOWEVER CAUSED, OR UNAUTHORISED USE OF THE ACCOUNT REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATIONMAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF CITRUS IS LIABLE UNDER SUCH LEGISLATION, TO THE EXTENT TO WHICH CITRUS IS LEGALLY ENTITLED TO DO SO, CITRUS LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT CITRUS’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT CITRUS’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN. CITRUS AND ITS MEDIA COMPANY(IES) TOTAL LIABLITY, IF ANY, SHALL IN AGGREGATE NOT EXCEED THE FEES FOR THE PARTICULAR CAMPAIGN.

9.3. No oral or written information or advice given by Citrus, its resellers, agents, employees, suppliers, agent or Media Companies shall create a warranty or in any way increase the scope of any warranty provided herein.

9.4. To the maximum extent permitted by applicable law, neither Citrus nor any of its resellers, suppliers, agents, contractors, or Media Companies will be responsible to Advertiser or any other person in connection with:

9.4.1. the suspension of or restriction to the Platform or the Services in accordance with this Advertiser Agreement or any interruption or delay to the Platform or the Services caused by matters outside of Citrus’ reasonable control;
9.4.2. any errors, viruses or bugs present in or arising from the use of the Platform or the Services that are not directly caused by or attributable to Citrus;
9.4.3. any incompatibility of the Platform or the Services with any other software, hardware or material;
9.4.4. any misuse or failure of the Platform or the Services;
9.4.5. any loss caused by Advertiser or any other person suffered as a result of:
- 9.4.5.1. any misuse or unauthorized use of the login details for Advertiser’s Account;
- 9.4.5.2. any other cause where the cause is outside Citrus’ reasonable control; or
- 9.4.5.3. Advertiser’s own negligence or failure to follow Citrus’ reasonable instructions.

10. General

10.1. Advertiser hereby agrees that Citrus would be irreparably damaged if the terms of this Advertiser Agreement were not specifically enforced, and therefore Advertiser agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this Advertiser Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.

10.2. This Advertiser Agreement, including accepted Bids and any amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this Advertiser Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.

10.3. Any notice under this Advertiser Agreement must be given in writing. Citrus may provide notice to Advertiser via email, to the email address provided by Advertiser at registration or as updated by Advertiser through the Website from time to time, or through the Account. A notice given by Citrus will be deemed given upon the first business day after it is sent. Advertiser may provide notice to Citrus by email to [email protected] or via the Website. A notice given by Advertiser is deemed given upon receipt by Citrus.

10.4. Nothing in this Advertiser Agreement shall constitute a partnership, agency or joint venture between Advertiser and Citrus.

10.5. The failure of Citrus at any time or times to require performance of any provision of this Advertiser Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

10.6. Advertiser may not assign this Advertiser Agreement or any rights hereunder. Citrus may assign this Advertiser Agreement to an Affiliate, at Citrus’s discretion, without consent of or notification to Advertiser.

10.7. Citrus may amend the terms and conditions of this Advertiser Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces Advertiser’s rights, Citrus will use reasonable endeavors to notify Advertiser (by, for example, sending an email to the billing or technical contact you designate in your account registration form or through Advertiser’s Account). If Advertiser objects to the amended Advertiser Agreement, as its exclusive remedy, Advertiser may choose to cancel the Services under section 4.

10.8. If any provision of this Advertiser Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this Advertiser Agreement will continue in full force and effect.

10.9. Force Majeure. Excluding payment obligations, Advertiser, Citrus, nor Media Company will be liable for delay or default in the performance of its respective obligations under this Advertiser Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.

10.10. Section or paragraph headings used in this Advertiser Agreement are for reference purposes only, and should not be used in the interpretation hereof.

10.11. This Advertiser Agreement is available in various different language versions. However, in the event of any dispute between different language versions, the English language version of this Advertiser Agreement shall prevail.

11. Disputes and Governing Law

11.1. For any Elected County, to the extent legally permissible under the Elected Country’s specified laws:

11.1.1. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to this Agreement.
11.1.2. All parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
11.1.3. All parties agree to waive any right to a jury trial.

11.2 Specific Countries:

Elected Country: United States, Mexico, and Central and South America
The Citrus entity performing the Services hereunder: Citrus Ad International, Inc.
Governing Law: Laws of the US State of Delaware
Exclusive jurisdiction for disputes: Courts of Pinellas County, Florida USA
Elected Country: Canada
The Citrus entity performing the Services hereunder: Citrus Ad International, Inc.
Governing Law: Laws of the Provence of Ontario and the laws of Canada applicable therein
Exclusive jurisdiction for disputes: Toronto, Ontario.
Elected Country: Australia or New Zealand
The Citrus entity performing the Services hereunder: Citrus International Pty Ltd
Governing Law: New South Wales, Australia
Courts having exclusive jurisdiction of disputes: New South Wales, Australia
Elected Country: United Kingdom
The Citrus entity performing the Services hereunder: Citrus International LTD
Governing Law: English law
Exclusive jurisdiction for disputes: Courts of London
Elected Country: European Union Countries
The Citrus entity performing the Services hereunder: Citrus International LTD
Governing Law: German law
Exclusive jurisdiction for disputes: District of Luxembourg City, Luxembourg.
Elected Country: Japan
The Citrus entity performing the Services hereunder: Citrus International Pty Ltd
Governing Law: Japanese law
Exclusive jurisdiction for disputes: Japanese Courts located in Tokyo.
Elected Country: Singapore, Malaysia, Thailand, Taiwan, Vietnam, Philippines, Indonesia
The Citrus entity performing the Services hereunder: Citrus International Pty Ltd
Governing Law: Singaporean law
Exclusive jurisdiction for disputes: Singaporean Courts
Elected Country: South Korea
The Citrus entity performing the Services hereunder: Citrus International Pty Ltd
Governing Law: South Korean law
Exclusive jurisdiction for disputes: Korean Courts
Elected Country: Russia, Ukraine
The Citrus entity performing the Services hereunder: Citrus International LTD
For any campaign taking place in one of these countries, the Client acknowledges that a separate Agreement (Insertion Order and Terms and Conditions) will be signed directly with Citrus International LTD.
Elected Country: United Arab Emirates
The Citrus entity performing the Services hereunder: Citrus International LTD
Governing Law UAE law as applicable in the Emirate of Dubai
Exclusive jurisdiction for disputes: UAE courts of the Emirate of Dubai
Elected Country: India
The Citrus entity performing the Services hereunder: Citrus International Pty Ltd
Choice of Law: Applicable Indian Laws
Exclusive jurisdiction for disputes: New Delhi

12. Changes to this agreement

12.1. Citrus may update or change this Agreement and/or the Policies.

12.2. If we revise any terms of this Advertiser Agreement, we will post those changes to the Website and other places we may deem appropriate.

12.3. If we make any material changes, we will notify you by means of a notice on Website prior to the change becoming effective.

12.4. Please check the Website for the latest version of this document.

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