Advertiser
Terms and Conditions

Preliminary Note

These General Advertiser Terms and Conditions (hereinafter “T&Cs“) regulate the modalities and terms of delivery of the services offered by ShowHeroes to advertiser customers (hereinafter "Customer").

In the case that the services offered by ShowHeroes are governed by specific terms of service as described in an Insertion Order (hereinafter IO), the T&C constitute, together with the IO and any annexes, the entire Agreement between the parties (“Agreement”). In the event of any inconsistency between the provisions of the T&C and those of the IO, the latter shall prevail over the former. The T&C must be accepted by the Customer at the time of registration on the Site, or at the time of subscription to the IO.

ShowHeroes SE, Brunnenstr. 154, 10115 Berlin, enters into this Agreement simultaneously onbehalf of and in the name of the ShowHeroes Group Companies mentioned under point 1. Thenamed group company that provides and invoices the services is the sole party to the agreementwith respect to these services and is hereinafter referred to as "ShowHeroes“.

ShowHeroes and Customer are individually referred to as a "Party" and collectively as the "Parties". These General Terms and Conditions including the Special Conditions, together with theInsertion Order (IO), constitute the "Agreement".

ShowHeroes reserves the right to modify or integrate at any time, in whole or in part, these T&C, through publication on its Site. The Site is directed at entrepreneurs. By agreeing to these T&C, Customer confirms: (i) to be at least 18 years old when registering on the site, and (ii) to be an entrepreneur or to act in the name of and on behalf of an entrepreneur and that such entity has duly authorized it to conclude an Agreement with ShowHeroes.

Definitions

For the purposes of these T&C and IO in addition to any additional definitions contained in any other section of the T&Cand IO, the following terms have the meaning specified below. If they are indicated in the singular form, they are also valid for the plural form and vice versa.

Advertiser:

Indicates all natural or legal persons who market and advertise their goods and/or services and/or products through the Platform, and/or all natural or legal persons performing brokerage activities in online advertising (e.g. Media Agencies, SSP, DSP, and Ad Networks).

Advertising Content:

Indicates the advertising content provided by the Customer and any otherAdvertiser and supplied in the form of interactive and non-interactive display and video, standalone or inside the Video Content.

Agency:

Indicates an entity that executes and distributes advertisements to media companies (such as websites and applications) on behalf of an Advertiser;

Bandwidth Limits:

All services have associated monthly bandwidth limits for streaming video content. Monthly limits are calculated based on calendar months and are based on the date of account activation. Once an account reaches its monthly bandwidth limit, customers will be notified and given the option of (a) upgrading to a plan with a higher bandwidth limit, or (b) paying for extra bandwidth at the then current overage rate for each account (unless otherwise previously mutually agreed upon).

Anyone who wishes to obtain additional bandwidth for streaming may request a custom account by contacting ShowHeroes sales.

CMP (Consent Management Platform):

Is a software component to be implemented on a website to manage the control of user consent in relation to the collection and processing of personal data.

CPM:

Specifies how the payment will be made to the Customer and/or to ShowHeroes by default unless otherwise agreed between the parties. The calculation of the CPM can derive from paying events other than Impressions (for example, full views of an Advertising Message).

Confidential Information:

Indicates all company information, technical and commercial experiences, business and marketing strategies, financial data, intellectual property rights, all analyses, studies, materials that contain or are based on confidential information, any other information that is or will be subject to a non-disclosure agreement between the Parties, any other information which is not publicly disclosed and information that is expressly considered and/or classified as confidential and/or classified, as well as information that by its nature, content or circumstance in which it is revealed, is reasonable to consider confidential and/or classified, which is communicated in any form or modality by the Disclosing Party to the Receiving Party, or which is by the latter otherwise known, as a consequence or result of these T&C.

Creator:

Indicates the natural or legal person who has the ownership and/or the availability of one or more Video Content.

Dashboard:

Indicates the control CustomerPublisher Dashboard made available to the CustomerPublisher and usable through the Platform, through which the CustomerPublisher may, for example, monitor the performance of Advertising Messages inside the Digital Media, track all interactions between Digital Media visitors and the ShowHeroes Video Player, and monitor his/her earnings, as best indicated on the Platform

Data Protection Laws:

means the comprehensive set of national, regional, and industry-specific laws, regulations, and binding codes of practice that govern the collection, use, storage, and processing of personal data, including but not limited to the General Data Protection Regulation (GDPR) in the European Union, the California Consumer Privacy Act (CCPA) and other applicable privacy laws in the United States, the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, the Data Protection Act 2018 in the United Kingdom, and any other similar privacy and data protection laws that may be applicable to the activities contemplated by this Agreement.

Demand-Side Platforms:

Indicates any software platform that automates media buying for Agencies and Advertisers.

Digital Media:

content or advertising that is encoded in digital formats and delivered through digital channels or platforms.

IAB (Interactive Advertising Bureau):

Indicates a non-profit organization that develops industry standards and frameworks, conducts research and provides legal support for the Digital Advertising sector.

Impressions:

Indicates the number of times that the Advertising Message is received by the User, according to the calculation made exclusively by the Platform.

Intellectual Property Rights:

Indicate the copyright, the trade secrets and Confidential Information, the know-how, the patents, registered and unregistered trademarks, the design rights, the domain names, the distinctive signs, any other right of intellectual property or other equivalent or similar right, including the applications for registration, renewal or extension of the aforementioned rights, wherever they are protected in any part of the world and in accordance with any legislation.

Managed Service:

ShowHeroes manages and optimizes its content playlists and video ad streaming within the spaces provided by Customers for respective placements. ShowHeroes uses data driven algorithms (i.e. semantic targeting via analyzing Customer´s website-content) to provide an optimal balance between user experience and monetization. Customers can opt-out of the managed option at any time to manage playlists manually. Opt-out has to take place in written form (e-mail shall be sufficient).

Net Revenue:

Means advertising revenues generated via respective ad inventory (= Gross Revenue) after:taxes, rebates, (bundling-) discounts, allowances, marketing fees, publisher share, potential arising bad debt losses, Optimization, SSP fees (for programmatic media deals), agency fees as well as technical costs for delivery and storage of the Content and Advertising Messages, fees paid or payable for the exploitation of music or actors incorporated in videos.

Optimization:

Revenue Share does not apply to Ad Impressions (max 4% of total impressions) designated to self-promotion, pure machine learning, or A/B-Testing (in order to maximize the overall yield).

Publisher:

Indicates any natural and/or legal person who uses at least one of the Services offered by ShowHeroes.

Platform:

Indicates the automated Platforms accessible on the sites https://showheroes.com, https://platform.showheroes.com, or https://viralize.com that allow you to use services such as the ShowHeroes Service, the Publisher Service, the Creator Service, the Video-library,or the Software as a Service (SaaS).

Prohibited Content:

Indicates any content that is and/or results in promoting and/or distributing messages, that are for example, but not limited to, (i) defamatory, offensive, pornographic, child abuse material, violent, related to gambling(or otherwise prohibited to children under the age of 18 or suitable for adults only), except in countries in which such conduct is considered lawful by the legislation in force; (ii) harmful of the rights and liberties of others; (iii) harmful of intellectual property rights; (iv) of a discriminatory and offensive nature; (v) in any case prohibited by the applicable laws.

Publisher:

Indicates the natural or legal person who has the ownership and/or availability of one or more pieces of Digital Media.

Registration Credentials:

Indicates the email address and password chosen by the Customer at the time of registration, or the other credentials communicated by the ShowHeroes staff to the Customer.

Revenue Share:

Means the percent of the net revenue paid by ShowHeroes to Customers.

Semantic Technology:

Indicates ShowHeroes’ proprietary technology for the processing and analysis of Digital Media by means of machine-learning/artificial intelligence algorithms and for making the extracted information usable for optimized distribution of video content and Advertising Messages in Digital Media..

Services:

Indicate all Services offered by ShowHeroes.

ShowHeroes:

Indicates ShowHeroes SE or any other entity that isdirectly or indirectly controlled by, or is under common control with ShowHeroes SE (registered in Germany, Berlin, Brunnenstraße n.154, Tax ID: DE326016486), namely ShowHeroes S.r.l., ShowHeroes Limited, ShowHeroes Inc., ShowHeroes Nordics AB (which includes ShowHeroes AB,ShowHeroes AS, ShowHeroes ApS and ShowHeroes Oy) and ShowHeroes Group S.L.U. (which includes ShowHeroes S.A., ShowHeroes S.A.S.,ShowHeroes SPA, ShowHeroes S.A.C., ShowHeroes Brasil Ltda. and ShowHeroes Mexico S.A.P.I. de C.V.).

All jointly called in this document “ShowHeroes”or“ShowHeroes Group”.

ShowHeroes Network:

Indicates all Digital Media owned and/or available to all Publishers and Customers who have an agreement with ShowHeroes.

Site: Indicates the site https://showheroes.com, or https://showheroes-studios.com

Storage Limits:

All Plans have an associated monthly storage limit. Storage limits are calculated based upon source files. Monthly limits are calculated based on calendar months and are based on the date of account activation. Once an account reaches its monthly limit, Customers will be notified and given the option of (a) upgrading to a plan with a higher storage limit, or (b) paying for extra storage at the then current overage rate for each account (unless otherwise previously mutually agreed upon). Anyone who wishes to obtain more storage capacity may request a custom account by contacting ShowHeroes sales.

Territorial limitations:

Indicates the territorial restrictions related to the distribution and to the publication of the Video Content and/or the Advertising Messages and/or the Video Campaigns, which are provided and specified in STC.

Third Party Publisher:

Indicates all the Publishers that are not Publishers of ShowHeroes.

Unit:

Indicates the software owned by ShowHeroes and used to distribute Video Content and/or Advertising Messages according to the formats available through access to the Platform. The Unit is called "Content Unit" when it is used to distribute Video Content and the Advertising Messages, or "Ad Unit" when it is used to distribute only Advertising Messages.

User:

Indicates the Digital Media User.

Video Campaigns:

Indicate the advertising activity planned by the Customer and/or the Publisher and distributed through the Platform on the ShowHeroes Network.

Video Content:

Indicates the result of the creative work of the Creator expressed in the form of video, uploaded on the Platform with the Creator Service, which is not about and/or its principal purpose is not the advertising of goods and/or services and/or products.

Acceptance of the contract, duration andrenewal

The IO is deemed accepted by the Customer at the time of acceptance of these T&C when registering the account on the Site. In cases where Customer subscribes to the IO, the T&Cs are deemed accepted at the time of subscription to the IO
ShowHeroes reserves the right at any time to amend and/or update these T&Cs with effect from the date of publication on ShowHeroes website. Any substantial changes and updates shall be notified to the Customer by email.If the Customer does not object to a change within thirty (30) days after the notification by informing ShowHeroes in writing via email, the changes are deemed accepted and become effective and binding on the Customer.

Technical specifications and implementation:

Customer must meet all technical requirements and specifications for the ShowHeroesService, including compliance with guidelines and policies provided by ShowHeroes.These technical specifications may include the following:

(i) incorporating tracking technologies (tags/pixels) provided by ShowHeroes on Customer'sProperties to enable the ShowHeroes Services;

ii) providing ShowHeroes with catalogs infile form on the products and/or services to be included in the advertising;

iii) providingShowHeroes with Customer's logos and other Customer content to be included in the advertising;

(iv) grant ShowHeroes access to first party cookies and Universal IDs, if applicable.

The customer is solely responsible for the implementation of these measures.

Different campaigns can be run by different ShowHeroes group companies. Customeracknowledges and agrees that ShowHeroes may need to incorporate trackingtechnologies from ShowHeroes or ShowHeroes' third-party partners into Customer'sProperties in order to provide the ShowHeroes Services.

The implementation of lit. i) and iv) mayrequire additional agreements.

Customers shall ensure that adequate information and choices are provided to Users inaccordance with applicable data protection laws prior to the use of third-party trackingtechnologies or any data collection on Customer's Properties. Customer shall provideUsers with easily accessible and comprehensive privacy policies (including ShowHeroes'privacy policy, which can be accessed through the linkhttps://www.ShowHeroes.com/privacy-policy/ and third-party providers, if applicable) andprivacy notices that comply with applicable privacy laws and include all requireddisclosures, such as descriptions of how data is collected, how it is used and how it affectsthe user's browsing experience, whether data is collected by or shared with third parties,and how users can easily control their uses and exercise their rights.
Customer acknowledges and agrees that ShowHeroes may place or cause to be placedtracking technologies on Customer's Properties and may also use or cause to be used thirdparty tracking technologies to provide the ShowHeroes Services. Depending onCustomer's needs, ShowHeroes will use such tracking technologies for lawfulpurposes, including but not limited to optimization, to create lookalike segments to optimizeCustomer's campaigns, or to enable retargeting features. The Customer agrees to removethe tracking technologies of ShowHeroes (as well as third party partners of ShowHeroes,if applicable) from the Customer's Properties when they are no longer used. The timeframeshould be set to comply with applicable data protection laws.
To the extent required by law, the Customer shall obtain the User's legally valid consentprior to the placement of the tracking technologies and the collection and processing ofthe Personal Data Purpose and, when obtaining consent, shall ensure that (a) the consentis documented and stored and (b) the User is clearly informed of its options to withdrawconsent. Customers shall retain the evidence and make it available to ShowHeroes uponrequest so that ShowHeroes can demonstrate compliance with applicable data protectionlaws. For clarification: Customer is solely responsible for the accuracy, quality and legalityof its First Party Data and for the means by which its First Party Data is collected, acquiredand used. Customers have been advised that ShowHeroes recommends participation in astandardized industry transparency and consent framework (such as those maintained bythe IAB) for this purpose.

Display of the advertisement

Customer expressly agrees that the Advertising Content will be displayed in the ShowHeroes Inventory andthat, unless otherwise agreed, it is at ShowHeroes' sole discretion where (and how often) theAdvertising will be displayed and with what priority relative to other Customers. The Customer alsoagrees that the Advertising Content may be displayed alongside advertising from direct or indirectcompetitors. ShowHeroes reserves the right to make changes to the ShowHeroes Services and/orto discontinue or not display Advertising Content without prior notice to the Customer and without anyright to compensation. ShowHeroes will use commercially reasonable efforts not to display theAdvertising Content on websites or other media that are offensive, pornographic, abusive or unlawful. If theCustomer informs ShowHeroes in writing about the display of the Advertising Content in such Digital Media,ShowHeroes will remove the Advertising Content immediately. To the extent that the Customer hasspecific Brand Safety requirements, the Customer shall provide ShowHeroes with a block list prior toplaying out the Advertising Content, which will enable ShowHeroes to monitor compliance.
ShowHeroes reserves the right to publish the campaigns and Advertising Content of the Customer placed as demos in the Showroom under the following link: https://showheroes.com/showroom/ .
Customer hereby acknowledges and agrees that ShowHeroes may use third-party platforms, services, technologies and intermediaries (collectively "Third-Party Services") for the serving, delivery, display, tracking, reporting and general facilitation of advertisements and advertising campaigns through the ShowHeroes platform and services.
After the expiration of six (6) months following the conclusion of the campaigns, ShowHeroes shall have the perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display the Advertising Content, in whole or in part, for any purpose, including but not limited to illustration, promotion, advertising and other commercial purposes, without any obligation to share campaign results or provide attribution to the Advertiser. The Advertiser hereby waives any moral rights it may have in the Advertising Content.

Measurements and performance reports

The Customer receives weekly reporting from ShowHeroes which measures the impressions and other metrics based on which the Fees are calculated. All measurements of ShowHeroes are final.
The measured numbers from ShowHeroes are used to determine counting discrepancies.If counting discrepancies occur, a counting discrepancy of 10% is considered normal for the market and not a counting difference. If in case of a discrepancy of more than 10%from the total performance no clear cause can be determined, the amount - minus themarket standard 10% - will be borne equally by ShowHeroes and the Customer.

Invoice and payment

ShowHeroes reserves the right to demand advance payments if necessary. Unlessotherwise specified therein, all expenses of ShowHeroes are thereby compensated. TheGroup company providing the ShowHeroes services invoices them on a monthly basis. Asfar as several campaigns are booked, there can therefore be different currencies for thesedifferent invoices.
The customer must provide the billing information and keep it up to date. All invoices arepayable without deductions or set-off against counterclaims within 30 days of the invoicedate. All payments to ShowHeroes are to be made in the currency specified in the invoice.All agreed fees are exclusive of applicable taxes, which are additionally payable at thestatutory rate and in accordance with the statutory provisions. ShowHeroes is entitled tocharge interest and collection costs on amounts due in accordance with the law. Objectionsto invoices may only be raised within one month of receipt. ShowHeroes reserves the rightto carry forward amounts less than $100 (or its equivalent in other currency) to the followingmonth.

Intellectual property

Each Party shall remain the sole owner of the IP rights and intellectual property it hasacquired prior to the execution of the Agreement. ShowHeroes or ShowHeroes' licensorsretain ownership of all intellectual property rights necessary to provide the Service. TheCustomer, as well as its partners, if any, shall remain the owner of all intellectual propertyrights to the advertising and related promotional materials they provide to ShowHeroes.
The Customer grants ShowHeroes (including ShowHeroes Affiliates) a worldwide, royalty free, non-transferable license for the term of the Agreement to display, reproduce anddepict Customer's (or its Affiliates', as applicable) trademarks and logos and Customer Content and advertising (a) in ShowHeroes inventory and (b) in all materials promoting theShowHeroes Service. ShowHeroes will obtain the prior consent of the customer beforemaking any press statements containing the customer's name, logos and/or trademarks.

Warranty

ShowHeroes will provide its services with reasonable care. In all other respects,ShowHeroes makes no warranties or representations, express or implied, that theShowHeroes Service, the ShowHeroes Inventory or any other contractual services haveany particular characteristics or quality or are fit for any particular purpose, unlessotherwise expressly agreed.
ShowHeroes does not warrant that the ShowHeroes Services will be uninterruptedlyavailable free of defects. ShowHeroes will, however, correct any malfunctions or errorsreported during the contract period free of charge for the Partner. A reduction of theremuneration owed to ShowHeroes is only permissible in accordance with the followingsentence. Restrictions or failures do not entitle the Partner to a reduction of remunerationand do not justify any other warranty rights of the Partner, if they do not (a) significantlyrestrict the use, (b) are the responsibility of ShowHeroes (e.g. not disruptions of publictelephone or data networks) and (c) amount to more than 0.5% of the total operating timeper calendar year.
Customer warrants and represents, and to the extent applicable shall ensure that any third party it engages to perform the Services under this Agreement warrants and represents, to ShowHeroes that it is:

(a) fully authorized (having obtained all relevant consents) to enter into this Agreement and to perform its obligations and grant the relevant rights hereunder, with the Agreement being executed by Customer’s duly authorized representatives;

(b) authorized to provide any and all Advertising Content to ShowHeroes for publication and its use by ShowHeroes does not infringe any third party rights, including intellectual property rights, and ShowHeroes will not need to obtain licenses from any third party or pay royalties to any third party;

(c) any and all Advertising Content, for which Customer shall bear sole responsibility, complies at all times with all applicable laws, contractual requirements, governmental orders and advertising regulations and codes of conduct in all countries in which the advertising is to be displayed;

(d) any and all Advertising Content does not contain links to Prohibited Content, or otherwise messages that promote such Prohibited Content.

Prohibited Content shall include content that is related to the following content, actions, products or services:

(a)incentive-driven and / or fraudulent increase of traffic and/or user numbers of a website (Ad Fraud);

(b) sale and/or consumption of illegal drugs (including drug supplies), prescription drugs, tobacco products, except in Countries in which such conduct is considered lawful by the legislation in force; (

c) counterfeit or counterfeit products (in particular products which are described as "knock-off", "replica", "faux" or similar of a branded product and/or imitate the brand features in order to be confusingly similar to the branded product);

(d) software piracy and other copyright infringement (including websites that illegally enable the streaming and/or downloading of protected content, such as torrent, P2P or file sharing websites) orinfringes any third party´s copyrights or other rights (e.g. trademark, privacy rights, etc.);

(e) gambling and/or casinos (online or offline), except in Countries in which such conduct is considered lawful by the legislation in force;

(f) false, deceptive, fraudulent or misleading content or promotes fraudulent or dubious commercial scheme;

(g) promotional advertising of products or services that may cause damage or injury;

(h) sale of weapons or ammunition (e.g. firearms, weapon accessories, combat knives, stun guns, gas or alarm pistols);

(i) sale and/or distribution of term papers and other student or school work, ghostwriters for such production;

(j) adult services, in particular sexual, pornographic or obscene products, services or content (in writing, images or sound) or contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);

(l) "Hate Speech" and any other content (in writing, images or sound) that is offensive to individuals, groups and/or organizations, blasphemous, threatening, harmful, harassing and/or discriminatory (especially with regard to age, race, ethnic, etc.) towards affiliation, belief, nationality, religion, gender, marital status, sexual orientation or physical or mental disability) or exploit minors;

(m) Violent or harassing content (including bullying); m. Illegally copying or ripping YouTube videos, CDs / DVDs / Blu Rays, etc.;

(n) promotion of unlawful behavior;

(o) (Internet) fraud, illegal activities and/or competitions, pyramid schemes, chain letters;

(p) defamatory or vulgar content;

(q) spam or other types of unwanted mass advertising;

(r) hacking or cracking;

(s) depicts unlawful acts or extreme violence, cruelty to animals or violence against animals;

(t) carries viruses or other computer threats; and

(u) any other content that is illegal, promotes illegal activities and/or violates the rights of others.

(v) it does not provide personal data to ShowHeroes via data feeds or otherwise;

(w) all information provided pursuant to this Agreement is true, accurate, complete and current;

(x) it complies with all applicable laws and governmental regulations and guidelines and policies provided by ShowHeroes.

Customer shall indemnify ShowHeroes (and ShowHeroes Network) against all claims ofthird parties based on the breach of an express representation made by Customer pursuantto Section 7.3 -. The claim for indemnification shall include satisfaction of the third partyand reimbursement of reasonable costs of legal defense and other reasonable expenses.

Liability

Any contractual or non-contractual liability for damages of the Parties, irrespective of thelegal basis, for material damage, personal injury or financial loss caused in connection withthe Agreement, including liability for damages in connection with defects or deviations ofthe contractual services, shall (i) not exist to the extent that the Party is not at fault withregard to the relevant breach of duty and (ii) only within the following limits:

Each party shall be liable without limitation to the extent provided by law (aa) in theevent of intentional or grossly negligent acts for which it is responsible, (bb) forculpable injury to life, limb or health of a natural person, (cc) within the scope ofstatutory product liability and (dd) arising from quality warranties.

Each party shall also be liable in accordance with the statutory provisions for themerely negligent breach of an essential contractual obligation, however limited intotal to the pecuniary disadvantages which it should have foreseen as a possibleconsequence of the breach of contract when concluding the agreement. "Materialcontractual obligations" in the aforementioned sense are obligations whosefulfillment is essential for the proper execution of the agreement and the achievementof the purpose of the agreement and on whose fulfillment the customer may regularlyrely in accordance with the content and purpose of the agreement. This includes, inparticular, the obligation to provide the contractual services on time and in a mannerthat does not endanger the life, limb, health and property of the other party.
Except for the liability under clause 9.1(i), any liability or responsibility of the parties isexcluded for:

- claims of third parties, lost profits, business interruption, futile expenses and otherconsequential or pecuniary damages,

- damages due to loss of data, if and to the extent that these could have beenavoided by regular appropriate data backups.

Except for liability under clause 9.1.(i) and to the extent that liability is not excluded in itsentirety under clause 9.1.(ii), the total liability of each party under or in connection withthe Agreement for any Contract Year shall be limited in the aggregate to a maximumamount equal to 100% of the payments made to such party under the Agreement forthe Contract Year in which the breach occurs and which have not been repaid. If thetotal of these payments is less than € 50,000, a maximum amount of € 50,000 appliesinstead.
This section does not establish a change in the statutory burden of proof.
The limitations of liability agreed in the Agreement shall also apply to any personal liabilityof the governing bodies and employees of the parties.
Liability for damages arising from or in connection with the Agreement, with the exceptionof liability pursuant to Section 9.1 (i), shall become statute-barred 12 months after theclaim arises, regardless of knowledge of the underlying facts.
The Partner acknowledges and accepts the risk that the amounts payable under theAgreement may be influenced by third parties generating impressions, clicks and views forimproper purposes or by other manipulations. ShowHeroes does not assume any liabilitytowards the Partner for the above circumstances.
Any liability of ShowHeroes with regard to Customer Content, in particular any liability withregard to errors of the Customer Content as well as damages based on the fact thatCustomer Content is displayed to third parties by means of the ShowHeroes Services, isexcluded, The Customer is solely responsible for ensuring that all legal requirements withregard to the content of the advertisement are fulfilled and he/she indemnifies ShowHeroes- subject to clause 8.4 - from all claims of third parties raised with the allegation thatCustomer Content is infringing or illegal.
The parties shall not be liable to each other to the extent that performance of the Agreementis prevented in whole or in part by circumstances beyond their control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the publicenemy, war, rebellion, insurrection, sabotage, epidemics, pandemics, lockdowns,Quarantine restrictions, similar measures, labor disputes outside the parties' operations,labor shortages, power shortages, transportation embargoes, failure or delay intransportation, any act or omission (including laws, regulations, disapprovals or non approvals) of any government or governmental authority ("Force Majeure"). For theduration of an event of force majeure, the affected performance obligations shall besuspended.

Data protection

The Parties undertake to comply with all applicable legal provisions and official orders relating to Data Protection Laws and the protection of personal rights.
ShowHeroes will make the Privacy Policy available to the Customer, in the appropriate section of the Site, which constitutes an integral and substantial part of these T&C. Customer declares that he has read and accepted the ShowHeroes data protection policy available at: SHG Privacy Policy.
Customer agrees to insert its privacy policy and cookie policies in the Digital Media, in compliance with any and all applicable Data Protection Laws the legislation and directives in force regarding the processing of personal data. Further, Customer agrees to implement a CMP (Consent Management Platform) on the Digital Media, according to the guidelines published by IAB Europe (Transparency and Consent Framework, TCF).
The Customer hereby grants to ShowHeroes a perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit all data collected, generated, transmitted or received by Customer under this Agreement, including without limitation user data, viewing data, device data, contextual data, ad data and any other data relating to the provision of services hereunder (collectively, "Licensed Data"), for the following purposes: (a) The purposes identified in the Data Processing Agreement, where applicable; (b) All purposes relevant to the proper exercise of ShowHeroes' rights and obligations under this Agreement; and (c) Developing, improving and providing ShowHeroes' service offerings. This license shall survive any termination or expiration of this Agreement. ShowHeroes may sublicense or transfer the Licensed Data to affiliates, vendors and other third parties as necessary to exercise the rights granted herein.
Customer acknowledges and agrees that ShowHeroes may place or cause to be placed tracking technologies (tags/pixels) from ShowHeroes or ShowHeroes' third-party partners into Customer's Properties in order to provide the ShowHeroes Services. The Customer agrees to remove the tracking technologies of ShowHeroes (as well as third party partners of ShowHeroes, if applicable) from the Customer's Properties within ten (10) days after they are no longer used, or such shorter timeframe as may required to comply with applicable Data Protection Laws.
Customer shall ensure that adequate information and choices are provided to Users in accordance with applicable Data Protection Laws prior to the use of third-party tracking technologies or any data collection on Customer's Properties. Customer shall provide Users with easily accessible and comprehensive privacy policies (including ShowHeroes' privacy policy, which can be accessed through the link https://www.ShowHeroes.com/privacy-policy/) and privacy notices that comply with applicable Data Protection Laws and include all required disclosures, such as a description of the type of data that may be collected, an explanation of how and for what purpose the collected data will be used and how it affects the user's browsing experience, or transferred to third parties, and a clearly visible link to a mechanism by which the user can opt out of such data collection.
To the extent required by applicable Data Protection Laws, the Customer shall obtain the User's legally valid consent prior to the placement of the tracking technologies and the collection and processing of the User's personal data. When obtaining consent, Customer shall ensure that (a) the consent is documented and stored, (b) the User is clearly informed of the specific purposes for which their data will be processed, including how it may be used for targeted advertising or shared with third parties, and (c) the User is provided with an easy mechanism to withdraw consent. Customer shall retain evidence of User consent and make it available to ShowHeroes upon request so that ShowHeroes can demonstrate compliance with applicable Data Protection Laws. For the avoidance of doubt, Customer is solely responsible for the accuracy, quality and legality of its First Party Data and for the means by which its First Party Data is collected, acquired and used. Customer has been advised that ShowHeroes recommends participation in a standardized industry transparency and consent framework (such as those maintained by the IAB) for this purpose.
Unless otherwise expressly provided in the Agreement, Customer may use its own tracking technologies or those of its third-party partners solely for the purpose of enabling the ShowHeroes Services. In this regard, Customer is and shall remain solely responsible for compliance with all lawful processing requirements. Customer may not (a) resell, rent, lease, sublicense or transfer to any third party any data provided by ShowHeroes or any third party data provided through the ShowHeroes Services, (b) use such data in any manner other than for marketing purposes and the delivery of online advertisements, or (c) merge or combine such data with personally identifiable information.
In the event that Customer utilizes third parties to provide the services contemplated by this Agreement, Customer guarantees that such third parties will comply with any and all obligations set out under this Agreement. Customer shall remain entirely liable for any acts or omissions of such third parties and shall indemnify, defend and hold harmless ShowHeroes from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to such third parties' failure to comply with the terms of this Agreement.
In no event shall ShowHeroes or Customer process any personally identifiable information (PII) under this Agreement. Customer guarantees that it will not collect, transmit or provide any PII to ShowHeroes, and shall ensure that its use of the ShowHeroes services does not result in the processing of PII.
ShowHeroes reserves the right to carry out audits on Customer's compliance with the provisions of article 9. In the event of non-compliance, ShowHeroes will block Customer's account and access to the Platform by suspending the service, without prejudice to ShowHeroes's right to terminate the contract pursuant to the previous article 12.

Compliance

The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption regulation and promptly notify ShowHeroes of any potential or actual breach of the aforementioned laws in connection with the Customer’s performance of the Agreement.
The Customer shall ensure that any entity associated with it, as defined under the applicable law, who performs services related to the Agreement, shall be subject to terms equivalent to those of the Customer under clause 11. The Customer shall be responsible for such entities’ compliance and directly liable to ShowHeroes for any breach of their obligations under the anti-bribery and anti-corruption laws.
Neither Customer nor its employees and/or agents may commit any acts that could result in it or them being liable to prosecution for fraud or breach of a fiduciary duty, criminal insolvency, unfair competition offenses, bribery, corruption or similar offenses.

Contract duration and termination

The agreement ends at the end of the campaign and does not require termination.
The agreement may be terminated before its expiry by either party for good cause. Animportant reason exists in particular: (a) if the other party breaches any provision of theAgreement in any material respect and fails to cure such breach, insofar as it is curable,within seven (7) business days after written notice; (b) upon the occurrence of a ForceMajeure Event which has lasted for at least two (2) months; and (c) if the other party (i)discontinues or threatens to discontinue its business; (ii) falls into financial collapse andfails to provide security for the performance of the contract; or (iii) insolvency proceedingsare instituted against the assets of the respective other party, such application is rejectedfor lack of assets or provisional administration of the assets is ordered to safeguard theassets.
Termination of the Agreement shall not (regardless of the reason for termination) affectany rights or obligations of the Parties that arose prior to the date of termination or anyprovisions of the Agreement that are expressly or by their nature intended to survivetermination of the Agreement.

Secrecy

The parties shall refrain from disclosing to any third party the terms of this Agreement or anyconfidential information concerning the business operations or business affairs of the other party (including its affiliates) that has been made available to you by the other party, except to the recipientsexpressly named in this Agreement or to other agents or consultants who are under an obligation ofconfidentiality. If disclosure of such information is required by law or governmental request, the other party shall be notified as soon as possible prior to disclosure of the information and, upon its request,assisted in obtaining (interim) legal protection against the disclosure.

No transfer of rights or obligations to third parties

Customer may not assign any rights under the Agreement, other than payment claims, or usesubcontractors to perform its obligations under this Agreement without ShowHeroes' prior writtenconsent, which may be withheld only for good cause.

Insurance

Both parties confirm to have taken out a public liability insurance with a coverage of at least one millionUS dollars (or the equivalent in other currency) and undertake to maintain it during the entire term ofthe agreement and to inform the other party of any material changes.

Take-Down Policy

If ShowHeroes becomes aware of a Brand Safety violation during weekdays, ShowHeroes will take down the misplaced ad within 12h local time; if the written notification is received during weekends or holidays, ShowHeroes will take down the misplaced ad by 12h local time on the following business day. ShowHeroes will fully investigate the cause of the violation and take any necessary actions to prevent a recurrence.

Self-serve Cu are able to pause the delivery of the ads by logging onto the ShowHeroes Customer Suite platform.

Miscellaneous

The Agreement shall be governed by and construed in accordance with German law,excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all legal disputes arising from or in connection withthis agreement shall be Berlin. Notwithstanding the foregoing, ShowHeroes reserves theright to bring an action in other courts having jurisdiction by law.

Out-of-court arbitration proceedings were not agreed.

Declarations in connection with this agreement must be made in writing to be effective.Additions or amendments to this Agreement or waivers of individual provisions shall be agreed or confirmed in writing. This shall not affect the validity of individual contractual agreements within the meaning of Section 305b of the BGB (German Civil Code).
Any written form requirement in connection with this Agreement shall also be deemed tohave been complied with if transmitted by fax or e-mail or in any other text form pursuantto Section 126b of the BGB (German Civil Code). The parties agree that IOs andamendments to IOs may also be agreed electronically. Notices and declarations shall besent to the contact addresses indicated in the IO.
These General Terms and Conditions shall take precedence over any deviatingstatements made by the customer in the IO; in particular, the customer acknowledges thatits general terms and conditions of purchase shall not become part of the contract. For theavoidance of doubt, any unilateral statements made by the customer in the IO or any otherdocument shall not become part of the contract, even if ShowHeroes does not expresslyobject to them. Only these General Terms and Conditions and the other parts of theAgreement provided by ShowHeroes are legally binding.
The Agreement fully reflects the agreements of the Parties with respect to the subjectmatter of the Agreement. There are no ancillary agreements. All previous agreements ordeclarations of the parties, in any form whatsoever, regarding the ShowHeroes Servicesshall become invalid upon the conclusion of the Agreement. If any provision of theAgreement is found to be invalid or unenforceable, this shall not affect the validity andenforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose regulatory content comes closestto the economic purpose pursued by the parties with the original provision. The sameapplies in the event of a regulatory gap. The Agreement fully reflects the agreements ofthe Parties with respect to the subject matter of the Agreement. There are no ancillaryagreements. All previous agreements or declarations of the parties, in whatever form,relating to the Platform shall become invalid upon the conclusion of the Agreement.
The waiver of the assertion of claims or rights in connection with the Agreement shall notconstitute a waiver of such claims or rights for the future.
The agreement exclusively establishes rights and obligations in the relationship betweenthe parties. The agreement shall not create any rights of third parties who are not partiesor their legal successors.

July 2024