Terms and conditions

Updated on July 24, 2025

Provision of Service and Platform
1. Following the Effective Date, the Supplier shall make available the Ad Manager Platform, as further defined in Schedule 2 (the "Platform”), for the Customer pursuant to the terms of this agreement, for managing, serving and tracking digital advertisements the Customer wishes to commercialise on the app “Customer” (the “Customer’s App”), (the “Ad Server Service”).
2. Subject to full payment of the Ad Server Fees in accordance with this Agreement, the Customer is granted a non-transferable, non-exclusive licence, for the term of this agreement, to access and use the Platform for managing, serving and tracking digital advertisements on the Customer’s App, as per the terms outlined in this agreement. The Platform includes access to the following features - please refer to Schedule 2:
  1. Ad Manager Platform: The Ad Manager Platform is a web application designed to empower publishers with full control over their direct advertising sales.
  2. Decision Engine API: Dynamic tool to determine which advertisements are most appropriate for the end user.
  3. Ad Formats: Determine how the advertisements will appear in the Customer's mobile application.
3. Without prejudice to clause 1.2, the Customer may not sub-license the right to access and/or use the Platform. Except as expressly set out in this agreement, all rights in and to the Platform are owned by the Supplier.
4. The Customer is licensed to access and use the Platform solely for its own lawful business purposes. Use by the Customer includes use by the Customer's employees and any contract staff who are working for the Customer, provided that, in each of these cases, the person concerned is accessing and using the Platform exclusively on the Customer's behalf and with the Customer's prior authorisation.
5. The Customer shall not (and shall not authorise any person to), except as expressly permitted by this agreement: (a) permit any third party to access or use the Platform; (b) copy, translate, modify, adapt or create derivative works from the Platform; (c) attempt to discover or gain access to the source code for the Platform or reverse engineer, modify, decrypt, extract, disassemble or decompile the Platform (except strictly to the extent that the Customer is permitted to do so under applicable law in circumstances under which the Supplier is not lawfully entitled to restrict or prevent the same); (d) attempt to gain unauthorised access to or interfere with the proper working of the Platform; or (e) use the Platform to process or display any content that infringes any law or any Intellectual Property Rights or privacy or other rights of any other person.
6. Nothing in this agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other party.
Additional Services
1. The Supplier shall also provide the Customer with services (i) for managing third party campaigns already confirmed by the Customer (“Provided Lead Service”), and (ii) to engage directly with third party advertisers and/or publishers on behalf of the Customer for the purposes of procuring Third Party Content for the Customer to display on the Supplier’s app using the Platform (“Full Service” and together with the Provided Lead Service, the "Additional Services"). The parties agree that the provisions set out in Schedule 3 shall apply for these Additional Services.
2. The parties agree that, if an Additional Services Agreement is entered into, the Supplier shall be responsible for ensuring that any Third Party Content provided under such Additional Services Agreement adheres to any agreed specifications set out therein and the Supplier shall be solely responsible to the relevant third party advertiser and/or publisher for the relevant Third Party Content being displayed on its mobile application using the Platform.
Fees
1. Ad Server Service Fee: In the event the Supplier only provides to the Customer the Ad Server Service (but no Additional Services), the Customer shall pay to the Supplier a fee in accordance with this Section (the “Ad Server Fee”). The Company and Supplier have agreed a price per Event. Event is an impression or click recorded in the Customer’s App. For the avoidance of doubt, if any other form of pricing (including but not limited to pricing based on clicks or views) is required in the future, such terms shall be agreed by the Parties in writing.
  1. For the calculation of the Ad Server Fee, the Supplier shall notify the Customer of the number of Events recorded over the calendar month, and provide evidence, and then will invoice the Customer accordingly. For the avoidance of doubt, the Supplier shall issue monthly to the Customer. The Customer shall remit payment of all undisputed invoices within sixty (60) days of receipt thereof.
  2. The Ad Server Fee is subject to review annually and the Supplier shall notify the Customer of the new fees, provided that, if the Customer is unwilling to accept the new fees, the Customer may terminate this agreement by notice in writing to the Supplier within 30 days of such notice, without this giving rise to any right to compensation in favour of the Supplier, and being the previously agreed Ad Server Fee applicable until the effective termination of the agreement.
2. Additional Services fees: In exchange for the Additional Services, the Supplier shall be entitled to the Full Service Fee and/or the Provided Lead Service Fee as set out in Schedule 3. For the avoidance of doubt, the Ad Server Fees shall not be applicable nor payable when the Supplier provides either Full Service or Provided Lead Service. For clarification purposes, the percentages corresponding to the Full Service Fee and the Provided Lead Service Fee have been agreed between the parties taking the foregoing into account.
3. The Fees are subject to review annually and the Supplier shall notify the Customer of the new Fees, provided that, if the Customer is unwilling to accept the new Fees, it may terminate this agreement by notice in writing to the Supplier within 30 days of such notice.
4. Unless otherwise expressly provided in this agreement, all amounts referred to in this agreement are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by the Supplier, shall be payable by the Customer at the rate and in the manner prescribed by law. Except as otherwise provided in this agreement, the parties shall be solely responsible for any tax liabilities arising as a result of any payments received under this agreement.
5. Invoices are payable, in full, within 30 days of the date of the invoice and without deduction, set off or withholding of any kind. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of any dispute and the Supplier shall make any adjustment due immediately upon such resolution.
Availability of the Platform
1. The Supplier shall use reasonable endeavours to ensure that the Platform is at all times available and operational in all material respects and, in any event, the Supplier shall ensure that, subject to any emergency or scheduled maintenance of the Platform, the Platform shall be available and operational for not less than 95% of the time during any one month period (the "Platform Availability Level").
2. The Supplier shall notify the Customer of any scheduled maintenance of the Platform to be carried out by the Supplier, or a nominated third party, no less than five days prior to the scheduled maintenance taking place.
3. The Supplier shall use reasonable endeavours to ensure that any scheduled maintenance to the Platform causes minimal disruption to the Service and the Customer's use of the same
Customer Obligations
1. Subject to clause 2.2, the Customer shall be solely responsible for procuring and reviewing any Third Party Content to be displayed on its mobile application using the Platform.
2. The Customer shall provide the Supplier with such cooperation in relation to this agreement as the Supplier may reasonably require in order to provide the Service.
3. The Customer shall at all times comply with all applicable laws relating to its use of the Platform and/or receipt of the Service.
Warranties
1. The Supplier warrants that:
  1. it has the right to enter into this agreement and to provide the Service as contemplated by this agreement; and
  2. the Service shall be provided with reasonable care and skill.
2. If any of the warranties in clause 6.1 is breached, the Customer must notify the Supplier as soon as possible, give the Supplier a reasonable time to fix or provide a reasonable way to work around the problem and, where the Supplier is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach.
3. Except as expressly set out in this agreement and subject only to clause 7.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Platform or the Service or to anything supplied or provided by the Supplier under this agreement, the Supplier does not warrant that the operation of the Platform will be uninterrupted, contaminant-free or error-free, or that it will meet the Customer's requirements.
4. The Customer shall ensure that its use of the Platform and that all Third Party Content it sources complies with all applicable laws, regulatory requirements, mandatory standards and codes of practice of any competent authority for the time being in force.
5. The Customer warrants that neither it nor any third party to which it may provide access to the Platform shall do anything which may negatively impact the Platform or the Supplier's ability to provide the Service. Where any such impact results in a material impact to the Platform or the Supplier's ability to provide the Service, the parties agree that the Supplier shall have no liability to the Customer for any damages or other losses incurred or suffered by the Customer.
Exclusions and limitations
1. Nothing in this agreement limits or excludes either party's liability: (a) for death or personal injury caused by negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission; (c) to pay Fees; or (d) for any other liability which may not lawfully be excluded or limited.
2. The parties agree that, unless the Customer has appointed the Supplier to provide the Additional Services, the Customer shall be solely responsible for any Third Party Content procured and uploaded to its mobile application using the Platform and the Supplier shall have no liability to the Customer in respect of such Third Party Content, including the suitability of such Third Party Content for the Platform.
3. Subject to clauses 7.1 and 7.5, the Supplier shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise) for any: (a) loss of profit, sales, turnover or revenue; (b) loss of customers or contracts; (c) loss of or damage to reputation or goodwill; (d) loss of software or data; or (e) any indirect, consequential or special loss, in each case arising out of or relating to this agreement.
4. Subject to clauses 7.1 and 7.5, the Supplier shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise) for any loss, damage, expense or liability incurred or sustained as a result of: (a) use of the Platform except for its normal intended purpose; or (b) any adaptation or modification of the Platform other than by the Supplier.
5. Subject to clauses 7.3, 7.4 and 7.6, the Supplier shall be liable to the Customer in respect of any reasonable losses or damages incurred by the Customer as a direct consequence of the Platform being unavailable or otherwise non-operational outside of the Platform Availability Level.
6. Subject to clauses 7.1 and 7.2, the Supplier's total liability arising out of, or relating to, this agreement or its subject matter (whether from breach of contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise) shall be limited to the total fees paid to the Supplier by the Customer in the 12 months immediately preceding the event which gave rise to liability.
Proprietary Rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Platform. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in any such Intellectual Property Rights, or any other rights or licences in respect of the Platform.
Confidentiality
1. Subject to clause 9.2, each party shall: (a) keep confidential all Confidential Information of the other party which it receives in connection with this agreement; (b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and, in any event, no less than that which a reasonable person or business would take in protecting its own confidential information; (c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this agreement; (d) (subject to clause 9.2) not disclose such Confidential Information to any third party; and (e) promptly, upon request and, in any event, upon termination of this agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
2. Either party may disclose the other's Confidential Information: (a) to its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of this agreement, subject to each such person being bound by an obligation of confidentiality equivalent to this clause 9; and (b) to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
Data protection
1. For the purposes of this agreement, the parties agree that each shall be an independent controller of personal data (as defined in the Data Protection Legislation) and each party shall, at all times, ensure compliance with the Data Protection Legislation.
Term & Termination
1. This agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue for one year (the “Initial Term”) and thereafter renew automatically for successive terms of equivalent duration (each a "Renewal Term") unless and until terminated by either party giving the other not less than 60 days' written notice to that effect (such notice to expire at the end of the Initial Term or any subsequent Renewal Term only).
2. Either party may terminate this agreement by giving the other party written notice if:
  1. the other party materially breaches any term of this agreement and it is not possible to remedy that breach;
  2. the other party materially breaches any term of this agreement and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or
  3. the other party suffers an Insolvency Event.
3. The Supplier may terminate this agreement if Customer is more than 30 days late in paying any invoiced amount.
4. Upon termination of this agreement for any reason the Customer shall immediately cease to access, and discontinue all use of, the Platform, and all amounts payable to the Supplier by the Customer shall become immediately due and owing. For the avoidance of doubt, no refund of fees paid in advance shall be due in respect of any unexpired portion of the then-current term.
5. The termination of this agreement for any reason will not affect any accrued rights or liabilities which either party may have by the time termination takes effect or the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the foregoing, clauses 3 and 7 to 13 (inclusive) shall survive termination of this agreement.
6. For the avoidance of doubt, if the Supplier terminates this agreement for any reason in accordance with this clause 11, the Supplier shall not be liable for any costs or losses incurred by the Customer under any agreement in place between the Customer and any third party.
7. For the avoidance of doubt, termination or expiry of this agreement shall result in termination of the Additional Services, where applicable.
Force majeure
1. Neither party will be liable to the other party for any failure or delay in performing its obligations under this agreement (other than an obligation to pay Fees) which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of the Supplier or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but shall not include shortage or lack of available funds on the Customer's part), provided that the affected party: (a) notifies the other party in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects; (b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other party; and (c) uses reasonable efforts to resume performance as soon as reasonably practicable.
General
1. The Customer may not sub-license or assign, sub-contract or delegate any or all of its rights and/or obligations under this agreement without the prior written consent of the Supplier.
2. All notices and consents relating to this agreement (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent to the address of the recipient set out in the Front Sheet or otherwise notified by the relevant party in accordance with this clause 13.2. Notices may be given and shall be deemed received:
  1. by first-class post: two business days after posting; and
  2. by email: on transmission of the email, unless such transmission occurs outside of the usual business hours of 9am to 5pm on a week day, in which case deemed receipt shall be the next business day.
3. Unless the parties expressly agree otherwise in writing, if a party: (a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this agreement or by law; or (b) agrees not to exercise or to delay exercising any right or remedy provided under this agreement or by law, then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.
4. If any provision of this agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this agreement or this agreement as a whole. If any provision of this agreement is so found to be ineffective or unenforceable, but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.
5. All variations to this agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.
6. Except to the extent that this agreement expressly provides otherwise, nothing in this agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implication) that it is, an agent of the other party or has such authority.
7. A person who is not a party to this agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8. It is a condition of this agreement that, in pre-contract negotiations and in the exercise of its rights and/or the performance of its obligations under this agreement, each party shall at all times ensure that it complies with the terms of the UK Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
9. This agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous agreements between the parties relating to such subjects. No other representations or terms shall apply or form part of this agreement and each party acknowledges that it has not been influenced to enter this agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in this agreement.
10. This agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of, or in connection with, this agreement or its subject matter, but the Supplier is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.

SCHEDULE 1

Definitions and interpretation

Definitions

In this agreement the following words and expressions shall have the following meanings:

"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other party (whether before or after the signing of this agreement), including all information relating to that other's , or any of its Group Members', business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
1. is available to the public other than because of any breach of this agreement;
2. is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
3. is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the UK Data Protection Act 2018; the UK Data Protection Act 2018 (DPA 2018); and the UK Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data;
"Group Member" means at the relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations, whether through holding of voting rights, by contract or otherwise;
"Insolvency Event" shall mean any event wherein the relevant company institutes proceedings to be adjudicated as bankrupt or insolvent, or is otherwise unable to pay its debts within the meaning of section 123 of the UK Insolvency Act 1986;
"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
"Service" means the service to be provided by the Supplier consisting of the provision of access to the Platform on a software as a service (SaaS) basis;
“Third Party Content” means advertising and related content sourced by, or on behalf of, the Customer from third party publishers or, as applicable, sourced by the Supplier in accordance with the Additional Services.

Interpretation

In this agreement (including the introduction and schedules) unless the context otherwise requires:(a) reference to a person includes a legal person (such as a limited company) as well as a natural person; (b) clause headings are for convenience only and shall not affect the construction of this agreement; (c) reference to "including" or any similar terms in this agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and (d) reference to any legislation shall be to that legislation as amended, extended, consolidated or re-enacted from time to time and to any subordinate provision made under that legislation.

SCHEDULE 2

Platform Entitlements

The Ad Manager Platform is where publishers handle all aspects of their direct advertising sales. It is designed to help from managing ad spaces to creating campaigns; it is the go-to tool for streamlining advertising operations.
The Decision Engine API system dynamically selects advertisements, balancing user relevance with the advertiser’s objectives. It aims to deliver the right advertisement to the right user at the right time, maximising engagement and revenue.

Inventory management

Define & manage ad space
Design & implement ad templates

Ad creation & management

Build individual ads and associated creatives
Configure detailed delivery and targeting settings (geolocalization & location)
Upload and manage media assets for use in ads

User Administration

Manage internal user accounts with role-based access control (Admin, Ad Creator & Viewer)

Performance Monitoring

Access real-time analytics on ad performance
Access advertiser-specific performance reports

Input parameters

Placement ID
Publisher ID
User ID (for frequency capping)
Advertiser ID
IP (for geotargeting)
Coordinates for location targeting

Ad selection process

Campaign priorities
Budget

Event tracking

Impressions tracking url
Click tracking url
Custom events tracking url

Service Entitlements

The Technical Support Help Desk is intended to assist the Customer in troubleshooting and resolving specific technical issues arising during its use of the Platform. The Supplier and the Customer are partners in the troubleshooting and resolution of technical issues. Accordingly, the Customer is expected to fulfil reasonable troubleshooting tasks as recommended by the Supplier’s Technical Support personnel.

Your team

Account lead
Monthly team meeting

Technical support

Email & slack support
Web case submissions
Designated support contacts
Initial Response Targets

Knowledge, learning and community

Onboarding sessions
Training sessions on new product features

SCHEDULE 3

Additional Services

The parties agree that, where the Customer appoints the Supplier to provide the Additional Services, the following additional provisions shall apply to the provision of the Additional Services by the Supplier.

For the avoidance of doubt, if there is any inconsistency or conflict between the provisions of this Schedule 3 and the provisions of the main body of this agreement relating to the provision of the Additional Services, the provisions of this Schedule 3 shall prevail.

Term
1. Subject to paragraph 1(b) of this Schedule, the parties agree that provisions of this Schedule shall apply from the Effective Date and shall, unless terminated earlier in accordance with clause 11 of this agreement, until either party issues to the other party with 6 weeks' written notice to terminate.
2. Where the Supplier has entered into a separate agreement for the purposes of providing the Third Party Content to the Customer in accordance with the provisions of this Schedule, the parties may not terminate this Schedule until either (i) the relevant obligations under such separate agreement relating to the Third Party Content have been fulfilled; or (ii) the Supplier issues notice to the Customer confirming that any such early termination is permitted.
Provision of the Additional Services
1. Provided Lead Service: The Supplier shall provide services for managing third party campaigns of qualified leads provided by the Customer, to be displayed on the Customer’s App, in accordance with the agreement and this Schedule.
2. Full Service: The Supplier shall provide services to engage directly with third party advertisers and/or publishers on behalf of the Customer for the purposes of procuring Third Party Content on behalf of the Customer, to display on the Customer’s App using the Platform, in accordance with the agreement and this Schedule.
3. The Supplier shall be responsible for ensuring that the Third Party Content procured as part of the Additional Services is uploaded to the Platform, in accordance with any criteria, performance dates or other obligations as may be required by the relevant third party providing the Third Party Content (the "Third Party Provider"). For the avoidance of doubt, the Supplier will enter into a separate agreement with the Third Party Provider for the provision of the Third Party Content.
4. The Supplier shall use all reasonable endeavours to meet any performance dates and adhere to any other specific criteria as may be agreed between the parties for the purposes of the Additional Services.
Fees
1. The fees for the Additional Services shall consist in a commission calculated on the basis of the total ad spend payable by the Third Party Providers each month (after deducting, where applicable, any discount or rebate that the Supplier may have agreed with such Third Party Providers) (the "Total Ad Spend"). The Supplier's commission shall be a percentage of the Total Ad Spend in case of the Full Service (the "Full Service Fee"), and (ii) a percentage of the Total Ad Spend in case of the Provided Lead Service (the "Provided Lead Service Fee", and, together with the Full Service Fee, the "Additional Services Fee"). The Total Ad Spend and Additional Services Fee will be calculated at the end of each month, and the Supplier shall provide the Customer with evidence of their calculation within 5 days from such end month. Payment of the Additional Services Fee shall be made by the Supplier to the Customer within 60 days of the relevant month end.
2. As soon as practicable upon engagement of a Third Party Provider for the purposes of providing the Additional Services, the Supplier shall notify the Customer of the Full Service Fee or Provided Lead Service Fee, indicating (i) the amount the Total Ad Spend; (ii) the Supplier's commission together with the corresponding calculation details; and (iii) any other information as the Supplier may deem reasonably necessary for the Customer to be notified of.
3. Upon request by the Supplier, the Customer shall provide details of the relevant bank account into which the Supplier shall pay the Additional Fees.
4. For the avoidance of doubt, the Ad Server Fee shall not apply and thus shall not be payable by the Customer when the Supplier provides either the Full Service or the Provided Lead Service. In this sense, the commissions of the Additional Services Fee have been agreed between the parties taking the foregoing into account.
Customer Obligations
1. The Customer shall:
  1. co-operate with the Supplier in all matters relating to the Additional Services;
  2. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Additional Services, and ensure that such information is complete and accurate in all material respects; and
  3. ensure that the Supplier is notified of any specific criteria which the Customer may require and/or request with reasonable notice prior to engaging with Third Party Providers, and ensure that the Supplier is provided with all necessary detail in order to adhere to such criteria.
Intellectual Property Rights
1. All rights in or arising out of or in connection with the Third Party Content or the displaying of the same on the Customer's mobile application shall be owned by the relevant third party that created such Third Party Content.
2. The Supplier warrants that it shall not modify, copy, reverse engineer, alter, remove or otherwise change or amend the Third Party Content which is provided as part of the Additional Services.
3. Nothing in this Schedule or this agreement shall give rise to any other rights in relation to the Third Party Content.
Warranties
1. The Supplier warrants that it has obtained all necessary licences and consents to enable the Customer to display the Third Party Content on its mobile application using the Platform.
2. Subject to the Customer complying with the terms of this Schedule and the agreement, the Supplier warrants that the Customer shall not be liable in any way to the Third Party Provider for any claims arising out of or in connection with the Additional Services, including in relation to any obligations relating to the displaying of the Third Party Content on the Customer mobile application using the Platform.
Indemnity
1. The Supplier shall indemnify the Customer against all direct costs, liabilities, damages and losses suffered or incurred by the Customer as a result of any claims by third parties that the Customer displaying the Third Party Content on its mobile application using the Platform gives rise to any claims of infringement of third party Intellectual Property Rights.
Limitation of Liability
1. In accordance with clause 7 of the agreement, the Supplier's total liability in respect of the Additional Services shall be limited to the fees paid by the Customer to the Supplier in the previous 12 months immediately preceding the event which gives rise to liability.
Consequences of Termination
1. On termination, the Supplier shall notify the Customer of any outstanding fees which may be due under this Schedule and shall arrange payment of the same within 60 days of the date of termination.