Platform terms & conditions access
1.1 In these Terms the following definitions apply:
| Account | Customer’s account on the Platform, including its data and reporting functions |
| Ad Partners | means the third parties who make ad inventory available for purchase through the Platform |
| Advertising Laws | any applicable laws, regulations, codes of practice, codes of conduct or regulatory body guidance notes, whether mandatory or voluntary, relating to advertising of the type arranged by the Customer through the Platform |
| Agreement | the agreement between Blis and the Customer for the provision of the Services, comprising the Contract Form and these Platform Terms and Conditions |
| Audience Explorer | means the functionality provided in the Platform that enables advertising campaigns to be targeted to particular types of users. Audience Explorer may use audience data provided by Customer, third parties or Blis |
| Approved Third Parties | Clients and any other third party that is authorised by Blis in writing to access the Customer’s Account |
| Blis | Blis Global Ltd, a company registered in England and Wales with registered Customer number 06455773 and registered office address at 85 Great Portland Street, London, W1W 7LT England |
| Business Day | a day other than a Saturday, Sunday or bank or public holiday in England |
| Client | any third party client of Customer for which Customer purchases advertising |
| Customer | The customer named in the Contract Form |
| Data Protection Laws | as applicable to a party and/or the Services (a) the EU’s General Data Protection Regulation (Regulation (EU) 2016/679)(“GDPR”); (b) the version of the GDPR transposed into UK law pursuant to the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419 (“UK GDPR”); (c) the Data Protection Act 2018; (d) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (e) any other applicable law relating to the processing, privacy and/or use of personal data; (f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing |
| Direct Billing | means the payment by Customer directly to the Ad Partner of the cost of such Ad Partner’s ad inventory purchased by or on behalf of the Customer through the Platform. |
| Intellectual Property Rights | patents, trade marks, service marks, design rights (whether registrable or otherwise), applications for any of those rights, copyright (including all rights in software and any database rights), know-how, confidential information, trade or business names and any similar rights or obligations whether registrable or not in any country |
| Fees | the fees payable by the Customer for access to the Platform and Services comprising (i) the fees set out in the Contract Form and (ii) any fees shown in the Platform user interface for any additional optional features and services that Customer uses |
| Managed Service | Blis’ management of a Customer’s campaigns, purchasing of advertising on behalf of Customer for its Customer’s own or its Clients’ advertising campaigns and/or provision of other managed services (“Managed Services”). and as further described in the Contract Form and relevant insertion order |
| Platform | Blis’ hosted software platform through which its customers can: (i) purchase advertising for their own advertising campaigns or those of their own clients; and/or (ii) instruct Blis to do the same on the customer’s behalf, and which includes access to Audience Explorer and other functionality |
| Privacy Notice | a description of the collection and use of data (including personal data) from and about users for advertising purposes (including personal data) by third parties such as Blis, and access to an opt in or opt out choice with respect to such data collection and use, including with respect to cookies and similar technologies, as is required by Data Protection Laws, Advertising Laws or otherwise in accordance with applicable industry self-regulatory principles. |
| Renewal Period | shall have the meaning given to it in clause 2.1 |
| Services | Blis’ provision of: (a) access to the Platform, and the services and functionality provided by the Platform, including access to data and ad inventory; (b) any Managed Services; (c) tags and pixels; (d)APIs; and any other services provided by Blis from time to time. |
| Sites | websites, apps, video or audio programs, or other content and media from which ad inventory is made available by Ad Partners or from which data is collected or used in association with the Services. |
| Start Date | The start date set out in the Contract Form |
| Term | the term of the Agreement, as described in clause 2.2 The Initial Term together with any Renewal Periods |
1.2 In the Agreement, unless the context requires otherwise:
1.2.1 | the expressions process and personal data shall be as defined in Data Protection Laws; |
1.2.2 | any clause, schedule or other headings in the Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement; |
1.2.3 | a reference to a “party” includes that party’s personal representatives, successors and permitted assigns; |
1.2.4 | a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; |
1.2.5 | a reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established; |
1.2.6 | a reference to a gender includes each other gender, and words in the singular include the plural and vice versa; |
1.2.7 | any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; |
1.2.8 | a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and |
1.2.9 | a reference to legislation includes all subordinate legislation made from time to time under that legislation |
| 2.1 | To access and use the Platform, the Customer must first register and create an Account by completing the sign up process referred to on the registration page. If the Customer is a company (rather than an individual), the individual completing the sign up process on the Customer’s behalf must have the necessary authority, power and right to fully bind the Customer. |
| 2.2 | Following successful completion of the sign up process, the Agreement will commence when Blis emails the Customer to confirm the Customer’s status as a Blis customer and will continue until terminated in accordance with clause 9. |
| 2.3 | The Customer must promptly update the Customer’s Account information online in the event of any changes to this information. |
| 2.4 | Blis reserves the right to suspend or terminate the Customer’s Account and access to the Platform if any information provided proves not to be accurate or current. |
| 3.1 | Blis grants the Customer a non-exclusive, non-transferable, personal and non sub-licensable licence to access and use the Platform as permitted by the functionality of the Platform from time to time. |
| 3.2 | Customer can use the Platform to: |
| 3.2.1 | purchase advertising for advertising campaigns of Customer or its Clients; and | |
| 3.2.2 | engage Blis to provide Managed Services. The details of Managed Services will be agreed to in writing and signed by the parties in an insertion order. |
| 3.3 | The Customer is responsible for maintaining the confidentiality of login details for its Account and for all activities that occur and fees and costs incurred under its Account including: |
| 3.3.1 | the activities of Blis carried out as a Managed Service in accordance with the Agreement; | |
| 3.3.2 | the activities of all Authorised Third Parties; | |
| 3.3.3 | ensuring that all reporting and data usage under its Account complies with the Agreement; | |
| 3.3.4 | taking reasonable precautions to prevent any unauthorised access to, or use of, the Platform; and | |
| 3.3.5 | any other assisted use of the Services provided by Blis. |
3.4 | Whenever applicable, Blis encourages the Customer to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with its Account. If the Customer has any concerns about the login details for its Account or knows or suspects they have been misused, Customer must notify Blis immediately. |
3.5 | The Customer may grant its Clients access to its Account via the Platform, APIs or otherwise (collectively “Account Access”) and may request in writing or via the Platform that Blis approve and grant Account Access to non-Client third parties. Blis reserves the right to reject Account Access to any non-Client third parties. The Customer shall procure that all Authorised Third Parties: |
3.5.1 | that are not Clients, use the Account solely for Customer’s benefit and solely as required to provide services to the Customer; | |
3.5.1 | that are Clients, use the Account solely for such Client’s internal use, and for no other purpose, and are aware of, and comply with, all restrictions for use of the Platform, and Services described in the Agreement. The Customer is responsible and will be liable for any breach of the Agreement by any Authorised Third Party, as if the Customer committed such breach itself. Additional terms, conditions, and fees for Account Access may apply. |
3.6 | The Customer recognises that Blis is always innovating and finding ways to improve the Platform with new features and services. Therefore, the Customer agrees that the Platform may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Platform. |
3.7 | If Customer requests Blis’ support in using the Services and Blis in its discretion decides to provide such support, Customer hereby consents to any activity that Blis performs on Customer’s behalf. |
3.8 | If Customer requests and Blis agrees to provide: |
3.8.1 | application program interfaces or client-side software (“APIs”) to Customer, this will be subject to additional fees which will be set out in the Platform or agreed by the parties in advance in writing. Customer’s use of the API is restricted to a single API, in its most recent version and only for 6 months from its release date. The Customer is not permitted to share its API key or access information with another party without Blis’ prior written consent; | |
3.8.2 | Blis tags to publishers to facilitate campaigns agreed upon directly between Customer and publishers, and to be used on the publisher’s Sites, the Customer shall be solely responsible for obtaining written permission from the publishers to use the Blis tags; | |
3.8.3 | the Blis ad server, the Customer shall be responsible for inputting functional ad tags and each ad tag may only relate to one advertiser; and | |
3.8.4 | connected TV inventory, such inventory may be subject to additional terms and conditions. Creatives for connected TV inventory must be provided to Blis at least two Business Days prior to campaign launch. |
4. 1 The Customer
X.x | 4.1.1 | ensure that all information provided by Customer to Blis in connection with the Agreement, its Clients, ads and ad campaigns shall be accurate and complete; |
4.1.2 | must obtain and shall maintain during the Term all necessary licences, consents, and permissions necessary for Blis to perform its obligations to the Customer under the terms of the Agreement, including all rights and permissions necessary to buy ad inventory on the Customer’s behalf (and on behalf of any Client), perform tracking and analytics, and store and serve ads (the “Rights”); and | |
4.1.3 | hereby grants to Blis the Rights for the duration of the Term; | |
4.1.4 | must comply with all applicable laws and regulations with respect to its use of the Platform, the Services and its activities under the Agreement; | |
4.1.5 | must ensure that its network and systems, including its internet browser complies with any relevant specifications provided by Blis from time to time; | |
4.1.6 | is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Platform; | |
4.1.7 | must use the Platform and Services only for its own internal purpose or for those of a Client and in accordance with the Agreement; and | |
4.1.8 | must comply with Blis’s Ad Content Guidelines located in the Blis Wiki (or successor URL), Blis’s security requirements and any applicable Ad Partner ad standards and technical requirements (all of the foregoing, “Ad Standards”). To the extent Ad Standards conflict with the Agreement, the Ad Standards shall prevail. |
5.1 | The Customer must not use the Platform (including any third party data accessible through the Platform) or Services |
5.1.1 | to access, store, distribute or transmit or prepare for distribution or transmission any Virus; | |
5.1.2 | to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; | |
5.1.3 | in a manner that is illegal or causes damage or injury to any person or property; | |
5.1.4 | to infringe any Intellectual Property Right of any person; | |
5.1.5 | to interfere with or attempt to interfere with or compromise the Platform’s proper functioning, performance integrity or security; | |
5.1.6 | to reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble any Blis-provided tag, the Platform, Audience Explorer (other than Customer Data), or any portion thereof, except to the extent and for the purpose permitted by applicable law only; | |
5.1.7 | to copy, sell, rent, loan, transfer, bundle or make available to another party or sub-license the Platform; | |
5.1.8 | use the Platform or Services as part of a service bureau, for gathering competitive intelligence or for other unauthorised purposes; | |
5.1.9 | to breach any Advertising Laws (including by employing rotating ad tags) or Data Protection Laws; or | |
5.1.10 | to create targeting profiles or segments on the basis of the publisher Sites that a user has visited, the content on the publisher’s page or site, or the general interest area(s) covered by the publisher; | |
5.1.11 | to create, transmit, distribute or store material that breaches trade mark, copyright, trade secret or other intellectual property laws; to violate the privacy, publicity or other personal rights of others; to impair the privacy of communications; | |
5.1.12 | in a way which may be threatening, abusive, hateful, obscene or otherwise objectionable; or that constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to any civil liability; | |
5.1.13 | in connection with any ads (or the targeting thereof) or other digital content that is obscene or pornographic, depicts illegal activity or breaches any law, regulation or third party right, or that are fraudulent or defamatory. |
5.2 | The Customer agrees that any failure to comply with clause 5.1 constitutes a material breach of the Agreement, giving Blis the right to immediately suspend or terminate Customer’s right to use the Platform and Services, and/or to remove any offending Customer Data, and/or reject or suspend the offending ad or campaign. |
5.3 | In the event that Customer’s breach of clause 5.1 results in a termination or suspension of Blis’ ability to conduct business with a third party partner, including an Ad Partner, without limiting any rights or remedies available to Blis, Customer shall indemnify Blis for all direct and indirect losses resulting from such suspension or termination. |
5.4 | If Blis provides campaign analytics code for the URL associated with Customer’s ad for click and conversion tracking, the Customer is not permitted to edit or delete any such code without Blis’ prior written consent and Customer must promptly remove any such code upon termination of the Agreement. |
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6.1 |
Blis is the owner of or the licensee of all intellectual property rights in the Platform and Services. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. |
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6.2 |
The Customer grants Blis a licence to access, download and use all data Customer imports into the Platform, including information about advertising campaigns and Customer’s Account and the ads Customer provides (“Customer Data”) for the purpose of providing the Services and for developing, testing, improving and altering the functionality of the Platform and producing anonymised or anonymised and aggregated statistical reports and research. Otherwise, Blis claims no rights in the Customer Data. The Customer shall maintain a backup of Customer Data and Blis shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data. Customer acknowledges and agrees that Ad Partners and their publishers will have access to Customer Data and other information in connection with the purchase of their inventory. |
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6.3 |
Blis owns all right, title and interest in the data residing in the Platform and Services that does not constitute: |
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6.3.1 |
Customer Data; |
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6.3.2 |
other data generated by Customer’s use of the Services (“Platform Data”); or |
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6.3.3 |
third party data underlying the Audience Explorer, (“Blis Data”). Blis grants the Customer a non-exclusive, revocable and personal licence for the Term to use Blis Data solely in connection with its use of the Platform and receipt of the Services. |
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6.4 |
Customer may use any Platform Data for its own internal business purposes provided that such use in accordance with its privacy policy, all applicable laws (including Data Protection Laws) and the terms of the Agreement. The Customer shall not disclose any Platform Data comprising Platform or Service performance data, or data regarding any publisher or Ad Partner, to any third party except Customer’s Authorised Third Party service providers who are under confidentiality restrictions, and are bound to comply with the terms of the Agreement. |
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6.5 |
Blis may use Platform Data to provide the Services, for any other internal business purposes, and for any other purpose provided that such data is anonymised and aggregated. |
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6.6 |
Blis may use any feedback and suggestions for improvement relating to the Platform provided by the Customer without charge or limitation (“Feedback”). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to Blis at the time such Feedback is first provided to Blis. |
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6.7 |
The Customer will have access through the Platform to Blis’ online reporting interface, the content of which shall be for the internal use of Customer and its Clients only. |
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6.8 |
The Customer may use Audience Explorer solely for the purpose of managing campaigns through the Platform and shall not attempt to extract or recreate any data underlying Audience Explorer or assemble similar data or audience segments itself (directly or indirectly through a third party). |
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6.9 |
Aside from the rights granted herein, neither party grants the other any other right, express or implied, and each party reserves all rights not expressly granted hereunder. |
| 7.1 | The Customer will pay the Fees for the Services as set out in the Contract Form. The Fees are payable in advance. The Customer agrees that the Fees are non-refundable. The Fees for use of Audience Explorer will be as shown in the Platform or as agreed by the parties in advance in writing. |
| 7.2 | Blis shall provide reports of metrics through the Platform for all media or data bought and sold on Customer’s Account through the Platform and shall use such metrics for calculating Fees. All Customer-trafficked ads will be counted as impressions. |
| 7.3 | If the Customer has any valid reason for disputing any Fees charged, the Customer shall so notify Blis as soon as reasonably practicable after becoming aware of the reason and the parties shall work together in good faith to resolve such dispute. |
| 7.4 | All amounts and fees stated or referred to in the Agreement: |
| x.x | 7.4.1 | are payable in British pounds; and |
| 7.4.2 | are exclusive of value-added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities, unless otherwise expressly stated, which shall be paid at the same time as payment of the Service Fees. Supplier shall send the Customer a VAT invoice if Supplier is requested to do so. |
| 7.5 | Unless otherwise agreed in writing, Supplier may increase the Fees upon 30 days’ notice in writing to the Customer. If the Customer is unhappy with the increase, the Customer may terminate the Agreement with Supplier pursuant to clause 9.3. During such notice period, the Fees will not increase. |
| 7.6 | Customer shall be subject to a credit check prior to initiating any campaigns in the Platform and from time to time during the Term. Blis reserves the right to determine the amount of credit that it extends to Customer at any time. Each month, Blis will provide Customer its invoice for all amounts owed for Services ordered or received, or other activity under Customer’s Account during the previous calendar month. |
| 7.7 | Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Blis any sum due under the Agreement on the due date: |
| X.X | 7.7.1 | the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and |
| 7.7.2 | if Customer does not pay the overdue invoice in full within 5 days of receiving a notice of non-payment, suspend Services or terminate this Agreement. |
| 7.8 | If Customer shall at any time be required by law to withhold any present or future tax, assessment, or other governmental charge (“Taxes“) imposed upon any payment due under the Agreement, then Customer shall withhold and pay any such taxes to the relevant government authority promptly and shall provide Blis with documentary evidence of such payment acceptable to Blis, and such assistance as Blis requests, to allow Blis to claim a credit for any such taxes withheld. Customer shall indemnify and hold harmless Blis against any interest or penalties assessed for failure or delay in withholding and paying such Taxes. |
| 7.9 | If creative approval is required in connection with the Services, Customer shall pay any creative approval fee incurred to Blis. |
| 7.10 | In the event that Customer enters into an agreement with an Ad Partner for Direct Billing, Customer will provide written notification to Blis along with documentation of the Direct Billing arrangement. If and to the extent that the Ad Partner releases Blis from all payment obligations with respect to the ad inventory that is the subject of Direct Billing, Blis will not look to Customer for payment of such ad inventory. Customer acknowledges and agrees that the Direct Billing ad inventory DealIDs shall be marked as “direct bill” by the Ad Partner. Any costs of data licensed by or on behalf of Customer through the Platform and any Fees will be payable in accordance with the Agreement. |
8.1 | Each party will take measures to: |
8.1.1 | ensure that users are provided a Privacy Notice on Sites where data is collected and used in association with the Services and that such notice complies with Data Protection Laws and the IAB Europe Transparency & Consent Framework; | |
8.1.2 | have, and procure their partners or service providers who may provide or use data for the Services to have a Privacy Notice on their relevant Sites; and | |
8.1.3 | in all applicable respects, follow the requirements of the IAB Europe Transparency & Consent Framework and the EDAA European Principles. |
8.2 | Without limiting Customer’s obligations under any applicable law, Customer shall not cause Blis or the Platform to process: |
8.2.1 | any special category personal data (as defined in Data Protection Laws); | |
8.2.2 | any information associated with a persistent identifier that is from or about children; | |
8.2.3 | any information from inventory that is directed to children; | |
8.2.4 | any user or audience segments directed at or identifies children; | |
8.2.5 | any personal data other than cookie identifiers, advertising identifiers assigned by mobile devices, IP addresses, other forms of device identifiers generally accepted for use in relation to advertising, or demographic, interest, or browsing behaviour data associated with such identifiers; or | |
8.2.6 | any other information that is considered sensitive, special, or similar under applicable Advertising Laws or the IAB Framework. |
8.3 | Customer shall not combine any Blis Data or Platform Data with any personal data or use any Blis Data or Platform Data to, or attempt to, directly identify an individual. Customer shall not use the Platform or any Blis Data or Platform Data for any purposes unrelated to advertising. |
8.4 | Blis may restrict the data that it allows or makes available on the Platform in its reasonable discretion to protect user privacy. |
8.5 | For any data (including personal data) that Customer or its Clients collects using the Platform or uploads into the Platform, or directs to be collected or uploaded, Customer will ensure that all necessary rights and permissions are established, and notices given to data subjects, for the use of such data in the Platform and in association with the Services in accordance with Data Protection Laws. Customer warrants that such use of the data is in compliance with all Data Protection Laws, Advertising Laws and any other applicable laws and applicable self-regulatory requirements. |
8.6 | To the extent that Blis processes any personal data on Customer’s behalf when providing the Services and performing its obligations under the Agreement, the Blis Data Processing Agreement (the “Blis DPA”) available by emailing privacy@blis.com and updated by Blis from time to time, shall apply. In the event of any conflict or inconsistency between the Blis DPA and the Agreement, the terms of the Blis DPA shall prevail. |
8.7 | If Customer becomes aware that it provided to Blis or caused Blis to process any information in breach of this clause 8, Customer shall, at Customer’s sole cost, immediately notify Blis in writing and take all necessary steps to assist Blis in responding to the breach by removing the data and doing anything else necessary to come into compliance. |
9.1 | Either party may terminate the Agreement at any time with immediate effect by giving written notice to the other party if: |
9.1.1 | the other commits a material breach of any of its obligations under the Agreement which (if the breach is capable of remedy) it has failed to remedy within 30 days after the receipt of a notice in writing from the terminating party requiring the defaulting party to do so; | |
9.1.2 | a provisional liquidator is appointed to the other or the other goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily; | |
9.1.3 | a receiver is appointed in respect of the whole or any part of the assets of the other; | |
9.1.4 | an administration order is made in respect of the other; or | |
9.1.5 | the other enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors. |
9.2 | Blis may terminate the Agreement by notice in writing to the Customer having immediate effect if the Customer defaults in payment of any Blis invoice and such invoice remains outstanding five (5) calendar days after Blis has issued a demand in writing for payment. |
9.3 | Either party may terminate the Agreement at any time and for any reason by giving thirty (30) days written notice to the other party. |
10.1 | The termination of the Agreement will be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination. |
10.2 | On termination of the Agreement for any reason whatsoever: |
10.2.1 | the Customer shall cease to have access to the Platform; | |
10.2.2 | the rights or licences granted pursuant to this Agreement will cease to have effect, save that Blis’ licence to use the Platform Data shall continue for as long as necessary to comply with Blis’ legal and regulatory obligations, or its internal compliance policies on data retention; | |
10.2.3 | no refunds will be due to the Customer in respect of any fees paid in advance; | |
10.2.4 | any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect. |
11.1 | Save as expressly set out in the Agreement, to the maximum extent permitted by law, Blis disclaims any and all representations, conditions and warranties whether express or implied by statute or common law or otherwise that the Platform or the Services are or will be of satisfactory quality, fit for a particular purpose, provided with reasonable care and skill or non-infringing. |
11.2 | Blis makes no representations regarding the benefits of the Platform to Customer, or that the Platform or any information provided by Ad Partners and/or data providers will be error-free, always available or operate without loss or corruption of data or technical malfunction. |
11.3 | Blis may offer to the Client the right to use features that are still in development or being tested. Such beta features are provided on an “as is” and “as available” basis, without any representations, warranties, liability or obligations of any kind, and may be terminated by Blis at any time and for any reason. |
12.1 | Subject to clause 12.2, Blis will not be liable to Customer for any: (a) loss of income or revenue; (b) loss of business; (c) loss of profits; (d) loss of anticipated savings; (e) loss of data; (f) waste of management or office time; or (g) any indirect, consequential or special damages, costs or expenses, whether such liability arises in contract (including under any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arises in connection with the performance or contemplated performance of the Agreement. |
12.2 | Nothing in the Agreement excludes or limits Blis’ liability for death or personal injury caused by Blis’ negligence or for fraud or fraudulent misrepresentation. |
12.3 | Subject to clause 12.2, Blis’s total liability in contract (including under any indemnity in the Agreement), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the lower of: (a) the total Fees paid by the Customer in the 6 month period prior to the event giving rise to the claim; and (b) one million pounds (£1,000,000). |
12.4 | In no event shall a party be entitled to recover more than once for the same category of loss or damage from the same incident under both the Agreement and the Blis DPA, or otherwise. |
12.5 | Customer acknowledges that Blis and its affiliates are not liable for transactions executed by the Platform as a result of errors made in entering information into the Platform by Customer or on Customer’s behalf, including incorrect pricing, targeting or budgeting information. |
13.1 | Blis shall defend the Customer against any claim that the Customer’s use of the Platform infringes any Intellectual Property Right of any third party and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of any such claim, provided that: |
13.1.1 | Blis is given prompt notice of any such claim; | |
13.1.2 | the Customer provides reasonable co-operation to Blis in the defence and settlement of such claim, at Blis’s expense; and | |
13.2.3 | Blis is given sole authority to defend or settle the claim. |
13.2 | In the defence or settlement of the claim, Blis may obtain for the Customer the right to continue using the infringing element in the Platform, replace or modify the infringing element so that it becomes non-infringing or, if such remedies are not reasonably available, either party may terminate the Agreement and Blis shall refund to the Customer any portion of the Fees paid in advance. |
13.3 | Blis shall have no liability if the alleged infringement is based on: |
13.3.1 | any Customer Data or the ads Customer provides; | |
13.3.2 | any Platform Data; | |
13.3.3 | the Customer’s or any Authorised Third Party’s use of the Platform in a manner contrary to the Agreement or any instructions given to the Customer by Blis; | |
13.3.4 | the Customer’s use or any Authorised Third Party’s use of the Platform after notice of the alleged or actual infringement from Blis or any appropriate authority; | |
13.3.5 | the Customer’s or any Authorised Third Party’s combination, operation or use of the Platform with any third party program or equipment; | |
13.3.6 | the Customer’s or any Authorised Third Party’s adaptation or modification of the Platform or Platform Data; | |
13.3.7 | the Customer’s or any Authorised Third Party’s use continued use of a version of the APIs other than the most recently released version. |
13.4 | This clause 13 sets out the Customer’s sole and exclusive rights and remedies, and Blis’s entire obligations and liability, for infringement of Intellectual Property Rights. |
13.5 | The Customer shall indemnify and keep indemnified Blis against all liabilities, damages, costs, losses, claims, expenses, demands and proceedings arising from or incurred by reason of any: |
13.5.1 | infringement or alleged infringement of any Intellectual Property Rights to the extent based on any of the matters in clause 13.3; | |
13.5.2 | third party claim arising out of or relating to Customer or any Authorised Third Party’s use of the Platform or Service in contravention of any terms of the Agreement; or | |
13.5.3 | any advertisement or other material with which Customer or any Authorised Third Party uses on or in connection with the Platform (including the ads, landing pages and other materials of Customer and its Customers); or | |
13.5.4 | any use of the Platform or Services in breach of Data Protection Laws or Advertising Laws, provided that Customer is given prompt notice of any such claim and the Customer provides reasonable co-operation to Blis in the defence and settlement of such claim, at Blis’s expense |
14.1 | Each party will treat as confidential all information obtained from the other party under or in connection with the Agreement which is designated as confidential by the other party or which is by its nature confidential or proprietary to the other party (“Confidential Information”). |
14.2 | The recipient party will not disclose such Confidential Information to any person (except only to those employees, agents, sub-contractors, suppliers and other representatives who need to know it) or use such confidential information for purposes other than in connection with the Agreement without the other party’s prior written consent. |
14.3 | This clause will not extend to information that: |
14.3.1 | is or becomes publicly known other than through any act or omission of the receiving party; | |
14.3.2 | was in the other party’s lawful possession before the disclosure; | |
14.3.3 | is lawfully disclosed to the receiving party by a third party without restriction on disclosure; | |
14.3.4 | is independently developed by the receiving party, which independent development can be shown by written evidence; or | |
14.3.5 | is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. |
14.4 | Each party will ensure that all persons to whom it discloses any confidential information of the other party are aware, prior to disclosure, of the confidential nature of the information and that they owe a duty of confidence to the other party. |
14.5 | Each party shall be liable for any use, disclosure or dissemination of the other party’s Confidential Information by persons to whom it discloses or disseminates Confidential Information of the other party. |
14.6 | Customer acknowledges that details of the Platform and the Services constitute Blis’ Confidential Information, except when such details constitute or reference Customer Data |
14.7 | Blis acknowledges that the Customer Data is the Confidential Information of Customer. |
14.8 | Each party will maintain the confidentiality and security of the other party’s Confidential Information, and protect it against threats, hazards or unauthorized access or use, for as long as it is in possession or control of the other party’s Confidential Information. Upon termination of this agreement, and upon written request, each party shall return or destroy all copies of the other party’s Confidential Information to other party’s reasonable satisfaction. |
14.9 | Customer shall keep confidential any third party information provided through the Platform, and use such third party data solely for purposes of planning and administering campaigns, including post-campaign analysis. |
14.10 | These obligations of confidentiality will survive any termination of this Agreement. |
15.1 | Each party will comply with all applicable laws, rules, regulations, government guidance and codes of practice (Blis in its provision of the Platform and Services in the form provided, and Customer as to the ads it provides and its use of the Platform and the Services), including Advertising Laws and Data Protection Laws. |
15.2 | Customer acknowledges and agrees that Blis may roll out additional features or services from time to time, which may be subject to additional fees and terms and conditions, as stated on the Platform or agreed between the parties in writing. For the avoidance of doubt, the Customer’s use of such additional features and services shall constitute acceptance of such additional fees and terms and conditions. |
15.3 | If there is any conflict or ambiguity between the Contract Form and these Platform Terms and Conditions, the Contract Form shall prevail. |
15.4 | The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. |
15.5 | Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. |
15.6 | No changes to the Agreement are valid or have any effect unless agreed by Blis in writing or made in accordance with clause 15.7. |
15.7 | Blis may revise and amend these Platform Terms and Conditions from time to time to reflect changes to the Platform or its business. The most current Platform Terms and Conditions will be at: https://blis.com/platform-access-terms-and-conditions/. It is the Customer’s responsibility to check these Platform Terms and Conditions from time to time to verify such variations. |
| 15.8 | The Customer will be subject to the Platform Terms and Conditions in force at the time that it makes use of the Platform, or if Blis notifies the Customer of changes to these Platform Terms and Conditions and it continues to use the Platform following notification, the Customer will be subject to those updated Platform Terms and Conditions. |
| 15.9 | No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. |
| 15.10 | If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. |
15.11 | Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. |
| 15.12 | A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. |
15.13 | Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). |
15.14 | The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. |
