Conditions of use

Ad Retail Media Advertising terms and conditions – Version 2.0

Article 1 – Definitions

In these Terms & Conditions of Ad Retail Media, the following definitions apply:

1.1 Ad Retail Media: the private limited company Ahold Delhaize Retail Media B.V., with its registered office in Zaandam, operating in the Netherlands under VAT number: NL865020036B01 and registered with the Dutch Chamber of Commerce under number 89554949;

1.2 Advertisement(s): a promotional message which may consist of Display Advertising or In-Store Advertising;

1.3 Advertiser: the natural or legal person entering into an Agreement with Ad Retail Media;

1.4 Advertising Material: material used for the compilation of the Advertisement;

1.5 Affiliate: shall be an entity that is part of the same group as Ad Retail Media in accordance with article

2:24b of the Dutch Civil Code.

1.6 Agreement: any agreement between Ad Retail Media and the Advertiser with regard to the delivery of the Services by Ad Retail Media, including, to the extent applicable, the Advertising Agreement;

1.7 Confidential Information: all information disclosed by a party to the other party whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.8 Cookie(s): cookies, pixels, web beacons or any other technology that allows electronic communications networks to access data stored in the peripherals of visitors to the Websites;

1.9 Display Advertising: Display Advertising - Onsite and Display Advertising - Offsite;

1.10 Display Advertising - Offsite: an Advertisement compiled by Advertiser or as the case may be in collaboration with Ad Retail Media for design purposes, in the shape of a banner shown on the third party Websites;

1.11 Display advertising - Onsite: a promotional message compiled by the Advertiser, or as the case may be in collaboration with Ad Retail Media and/or its Affiliates for design purposes, in the shape of a banner shown in the Onsite Advertising Space;

1.12 Fees: The remuneration for the Services as specified in the Order Form, or, if no remuneration has been specified in an Order Form, the remuneration for the Services as calculated by Ad Retail Media based on its standard or agreed rates.

1.13 Force Majeure: a force majeure (In Dutch: “overmacht”) within the meaning of article 6:75 of the Dutch Civil Code.

1.14 In-store Advertising: a promotional message compiled by Ad Retail Media, or as the case may be in collaboration with Ad Retail Media and/or its Affiliates for design purposes, in a store of an Affiliate.]

1.15 Media partner: a third party engaged by Ad Retail Media that exploits online media, including Websites.

1.16 Offer(s): all offers and quotations issued by Ad Retail Media regarding the Services;

1.17 Order Form(s): all order forms entered into by the Parties;

1.18 Onsite Advertising Space: the space for certain promotional messages offered by Ad Retail Media on the Websites of Affiliates;

1.19 Parties: the Advertiser and Ad Retail Media jointly;

1.20 Services: the services supplied by Ad Retail Media pursuant to an Order Form;

1.21 Terms & Conditions: these Terms & Conditions of Ad Retail Media (including the terms and conditions included in the hyperlinks in these Terms & Conditions);

1.22 Terms of Delivery: conditions Advertisements have to comply with, of which the most recent version can

be found at www.adretailmedia.nl/products ;

1.23 Website(s): the websites, application and/or any other digital or online medium of Affiliates or third parties for which Ad Retail Media purchases advertising space through Media partners;

Article 2 - Applicability

2.1 These Terms & Conditions apply to every request of the Advertiser to supply Services, to all Offers, Order Forms and to the Agreement, as well as to the Services to be provided by Ad Retail Media.

2.2 If, at any time, all or part of any of the provisions in these Terms & Conditions are void or invalidated, the

remaining provisions of these Terms & Conditions will continue to be fully in effect. The parties will subsequently agree by mutual consent new provisions to replace the void or invalidated provisions, as much as possible taking into account the objective of the original provisions.

2.3 There shall be no amendments or modifications to this Agreement, except by a written document, which is signed by both Parties.

2.4 The Advertiser explicitly acknowledges that these Terms & Conditions exclude its own terms and conditions, even if the latter are referred to in the offers, invoices or other documents issued by the Advertiser. The Advertiser expressly and exclusively accepts the provisions of these Terms & Conditions.

2.5 In the event that provisions in these Terms & Conditions conflict with provisions of the Agreement, the provisions in the Agreement shall prevail.

Article 3 – Offers, Order Forms and Services

3.1 All Offers are without obligation and subject to change and availability.

3.2 Obvious mistakes in the (accepted) Offer or Order Form are not binding on Ad Retail Media.

3.3 If Ad Retail Media at any time adjusts an Offer by issuing a new Offer, the previous Offer shall lapse.

3.4 Ad Retail Media will provide the Services as further specified in the Order Form(s).

3.6 Based on an Order Form, Ad Retail Media shall send Advertiser the specifications and timings for any Services specified in the relevant Order Form. Advertiser shall provide for the Advertising Material used for the Services in strict compliance with these specifications and timings.

3.7 If Advertiser (i) fails to provide the Advertising Material or the design of the Advertising Material in a timely matter as set out in the specifications, (ii) if the Advertising Material and/or the design of the Advertising Material does not comply with the specifications provided by Ad Retail Media or otherwise with the Agreement or these Terms & Conditions, Ad Retail Media is no longer obliged to provide the Services. In this case Advertiser remains obliged to pay the Fees as specified in the Order Form, regardless of whether the Services are carried out by Ad Retail Media.

3.8 Ad Retail Media is to approve any Advertisement proposed by Advertiser for the purpose of the Services in advance, at its sole discretion. Such approval does not limit any warranty/guarantee of Advertiser as specified in the Agreement. At any time and at its sole discretion, Ad Retail Media is entitled to refuse or suspend the provision of the Services, including but not limited to in the event of (technical) objections against the content, nature, purport, quality or form of the Advertising Material or promoted products or services.

Article 4 – Display Advertising

4.1 Prior to any individual Display Advertising, the Parties shall agree the term, the location and/or target audience, the kind of Display Advertising (Display Advertising – Onsite and/or Display Advertising Offsite) and possibly the number of showings of Display Advertising.

4.2 Ad Retail Media shall purchase advertising space from one or more Affiliates and/or Media partners for the Display Advertising (Display Advertising – Onsite and/or Display Advertising Offsite), which shall be directed at the agreed target audience using segment data and/or audiences of one or more Affiliates and/or Media partners.

4.3 Advertising space can only be used (also) on behalf of business units of Advertiser of which Advertiser directly or indirectly holds at least 50% of the shares and/or exercises at least half the control at the time of concluding the Order Form.

4.4 In the event that the Parties have agreed a number of showings of Display Advertising and this number has not been reached within the agreed term, Ad Retail Media will extend the term until the number of showings has been achieved, unless otherwise agreed by the Parties.

4.5 The Advertiser shall provide Advertising Material to be used by Ad Retail Media to compile the Advertisement. Delivery of the Advertising Material takes place as provided in the Terms of Delivery.

4.6 If the Advertiser does not comply with Article 4.4, Ad Retail Media shall be entitled to cancel or defer the Services and/or charge the Advertiser the agreed amount.

4.7 Ad Retail Media shall deliver the agreed Services regarding Display Advertising according to the provisions of the Agreement, with a minimum execution level of 95%, unless explicitly agreed otherwise in an Order Form. If Ad Retail Media fails to perform the Services with the agreed minimum execution level, except if this is caused by Advertiser or as a result of Force Majeure, it shall as soon as reasonably possible notify Advertiser detailing the reasons and consequences thereof. To the extent reasonably possible, Ad Retail Media will search for alternative dates to perform the Services.

4.8 To the extent agreed in an Order Form, Ad Retail Media shall endeavour to deliver a final report to the Advertiser within 10 working days following the last showing of the Display Advertising. This report may include the total delivery and clicks.

4.9 In case a report regarding the results of the Services is shared with Advertiser by Ad Retail Media, the following is applicable:

a) Although Ad Retail Media will employ its reasonable best efforts to ensure that the information provided is accurate, Advertiser acknowledges and agrees that neither Ad Retail Media nor any Affiliate is making any representation or warranty in respect of the information, including but not limited to the accuracy or completeness of the information, the (uninterrupted) availability, suitability or soundness of the information.

b) Advertiser shall not derive any rights or claims, whether originating from before or after the date of the Agreement, from the content of any information provided. Advertiser acknowledges in relation to the information and the Agreement, that neither Ad Retail Media nor any Affiliate is acting as an advisor to Advertiser or renders any advice to Advertiser.

Article 5 – In-store Advertising

5.1 Ad Retail Media shall communicate the timings and specs applicable to the Services regarding In-store Advertising to Advertiser.

5.2 The Advertiser shall provide Advertising Material to be used by Ad Retail Media. Delivery of the Advertising Material takes place as provided in the Terms of Delivery.

5.2 Ad Retail Media shall deliver the agreed Services regarding In-store Advertising according to the provisions of the Agreement, with a minimum execution level of 95% on average of the total agreed amount of stores. In case of digital signage, the broadcasting hours are equal to the opening hours of the applicable store. Occasionally, it may happen that broadcasting will be quit earlier than closure of the store (e.g. in case the store is situated opposite a residential block and/ or in case of complaints from residents). The planning of the Services as agreed by Parties to the agreement will be coordinated by Ad Retail Media. If Ad Retail Media has reason to suspect it will not deliver a Service as agreed for whichever reason, except if this is caused by Advertiser or as a result of Force Majeure, it shall immediately notify Advertiser detailing the reasons and consequences thereof. To the extent reasonably possible, Ad Retail Media will search for alternative dates to perform the Services. If Parties are not able to find such alternative date(s), Ad Retail Media will compensate such underperformance by providing Advertiser with a credit that is valid for the next Service. The credit has a value that is the same or similar to the value of the Service Ad Retail Media could not deliver, which credit will be valid until the end of the calendar year in which the Order Form was signed. Such credit is Advertiser’s sole and exclusive remedy regarding such underperformance.

5.3 To the extent the Services consist of in-store demonstrations, activations or sampling, Advertiser acknowledges and agrees that if any item is stored by or on behalf of it, at a location of any Affiliate, or any other location (to be) used by or under any brand name of any Affiliate, or at or in the surroundings of the location where the Services are delivered or received or used, this be at Advertiser’s risk and Advertiser shall be liable for any damage to or loss of such items.

5.4 Unless specified otherwise in the Order Form, neither Ad Retail Media nor its Affiliates will provide Advertiser any facilities, (power or electricity) resources, or materials, any warehouse or (waste or stock) storage facilities, or any personnel, in respect of the Services.

Article 6 – Obligations of the Advertiser

6.1 The Advertiser warrants that:

a) in the performance of this Agreement it will comply with all that has been agreed between the Parties (including the provisions of the Agreement and these Terms & Conditions);

b) it is authorised to accept the Agreement and Terms & Conditions and to grant the rights it hereby grants;

c) if necessary, it will have obtained any required permits, licenses, consents and approvals before receiving any Services;

d) it shall act at all times in accordance with, and warrants that Advertising Materials will not contain statements that are contrary to, the Rules for the Advertising Industry (in Dutch: “Regelen voor het Advertentiewezen”), the Dutch Advertising Code (in Dutch: “Nederlandse Reclame Code”), any other applicable legislation and regulations, and public order and decency;

e) it shall act at all times in accordance with the guidelines and instructions of Ad Retail Media in respect of the Services;

f) the information supplied to Ad Retail Media by or on behalf of it, such as the Advertising Material and the references included therein, is accurate and complete and in compliance with the relevant legislation and regulations, such as but not limited to the Commodities Act (in Dutch: “Warenwet”), permit, license or other right;

g) the supplied Advertising Material does not and cannot contain any viruses or comparable software programmes (added by a third party with or without the knowledge of the Advertiser) that can harm the operation of the Services, the Websites, the internet or the computers and/or software of third parties;

h) it will not use the Services to collect or store Personal Data, and will ensure that no advertisements, or parts thereof, will be placed on websites of third parties through which personally identifiable information may be collected, except if Parties agreed into a processor agreement or controllers agreement to specify in more detail the processing of personal data;

i) it will not to install technology to retarget targeted audience or set up its own media services;

j) it will not provide Ad Retail Media with advertisements or with content for advertisements that:

causes the visitor of that advertisement to download any software application; or

is, or links to any content that is, defamatory, fraudulent, obscene, misleading or otherwise illegal;

k) that it will not in any way harm the reputation and/or integrity of Ad Retail Media or an Affiliate or its

officers, directors, employees, associates, agents, (sub)contractors, franchisees, assigns, users, customers, providers, suppliers, licensees, or successors .

6.2 In the event that the Services consist of demo's and/ or sampling (including sampling based on a direct e-mail advertisement), the Advertiser also warrants that:

a) it and anyone acting on its behalf will fully comply with any applicable laws, regulations, permits and other rules in respect of the Services, including but not limited to any general safety, hygiene and product safety rules, regulations and directives, such as but not limited to the Commodities Act (in Dutch: “Warenwet");

b) any product or material used, delivered or provided by or on behalf of Advertiser in relation to the Services shall:

be fit for, as applicable, human consumption or use, and not cause any health or safety risks or damage to personal property if used appropriately;

if intended for human consumption - not contain any foreign matter that is improper for human consumption, and be produced and provided by food suppliers and producers that are certified according to a standard approved by Global Food Safety Initiative (for an up-to-date list of recognized schemes, please go to: http://www.mygfsi.com/about-gfsi/gfsi-recognised-schemes.html);

be properly transported, stored, distributed and packed, compliant with any applicable laws, rules and regulations, and - if intended for human consumption - by a party that is certified according to a standard approved by Global Food Safety Initiative;

be free from liens, encumbrances and third-party rights; and

be traceable back to the production batch and production site within 3 hours, by code and date-labeling on the package; and

6.3 Ad Retail Media is to approve any advertisement proposed by Advertiser for the purpose of the Services in advance, at its sole discretion. Such approval does not limit any guarantee of Advertiser as specified in this Article 6. Ad Retail Media has the right to refuse Services (including placing Advertisements) that do not comply with the applicable legislation and regulations or these Terms & Conditions. In the event of such refusal, the agreed Fees with respect to those Services remain due and payable by Advertiser.

6.4 The Advertiser is obliged to continuously check the delivered Services and to report any failure to comply in writing to Ad Retail Media immediately after delivery of the Services. If no such failure or complaint is reported, the Advertiser shall be deemed to have accepted the Services unconditionally. In the event that the Advertiser reports a fault in the Services to Ad Retail Media, Ad Retail Media shall endeavour to resolve the fault as soon as possible.

6.5 Notwithstanding Article 6.4, the Advertiser is obliged to report in writing to Ad Retail Media any complaints with regard to the delivered Services within 30 days after receipt of the invoice (regarding the Services the Advertiser is complaining about). The Advertiser must also report in writing to Ad Retail Media any inaccuracies in invoices within 30 days after receipt of the invoice. In the absence of a timely complaint, any rights of the Advertiser (inclusive of but not limited to, the right of performance, cancellation, setoff, suspension and damages) shall lapse.

6.6 If the Advertiser acts on behalf of a third party, the Advertiser is jointly and severally liable for the performance by such third party of the obligations as set out in the Agreement and the Terms & Conditions.

6.7 The Advertiser warrants that it shall take adequate technical and organisational measures to safeguard the systems used in the context of the Agreement and provided by the Advertiser (such as an ad server and demand side platform). These measures will warrant a suitable level of security, taking into account the state of the art and costs of the implementation. The Advertiser shall in any event have effective and up-to-date endpoint protection in place, which includes capabilities for dynamic exploit protection, dynamic malware protection, mitigation, remediation, and forensics, on all of its systems and end user devices that are used to access data of Ad Retail Media or to communicate with Ad Retail Media.

Article 7 – Obligations of Ad Retail Media

7.1 In the performance of its duties as a contractor, Ad Retail Media shall act with due care and diligence.

7.2 Ad Retail Media cannot warrant (uninterrupted) availability, security and suitability of the Services.

7.3 Ad Retail Media aims to display the supplied Advertising Material to the best of its abilities, but cannot guarantee the exact reproduction of the Advertising Material when displayed on the Websites.

7.4 Ad Retail Media is not responsible for the availability and continuing availability of sufficient stock of the products referred to in an Advertisement.

Article 8 – Invoicing and payment

8.1 The Fees set out in the Agreement are exclusive of VAT and any other government levies.

8.2 The Fees exclude artwork/design of (in-store and online) materials. Any discounts given to customers of Affiliates are also excluded. With respect to In-store Advertising the Fees include project management, production costs of in-store materials, placement of the materials in-store and project evaluation, unless specified otherwise.

8.2 The Advertiser is not authorised to offset or suspend its obligations under the Agreement or these Terms & Conditions.

8.3 If according to the Agreement, the Advertiser consists of multiple natural persons and/or legal persons, each of those (legal) persons shall be jointly and severally liable in respect of Ad Retail Media to perform the Agreement and these Terms & Conditions.

8.4 The Parties shall determine by mutual consent whether an incorrect invoice will be credited or whether Ad Retail Media shall compensate it by improved and/or renewed performance of the Services.

8.5 To determine the Fee payable by Advertiser for the Services provided, the measuring systems of Ad Retail Media are leading, if applicable. Only when the difference between measured ad impressions exceeds 10%, Ad Retail Media and the Advertiser will investigate the cause of these differences. Until the cause of the difference in measurements has been established, Ad Retail Media’s measuring results continue to constitute the guiding principle for the determination of the Fee.

8.6 Unless otherwise agreed to in the Order Form, Ad Retail Media may choose to set-off the amounts payable for the Services against amounts owed to the Advertiser by Ad Retail Media under any other agreement. In that case, the amounts payable for the Services are immediately due and payable after delivery of the Services. If Ad Retail Media does not opt for set-off, the Parties have agreed otherwise or if the Advertiser does not owe any amounts to Ad Retail Media at any given moment, the other provisions in Article 8.7 and Article 8.8 shall apply.

8.7 The Advertiser shall pay invoices for the Services provided within the following period: (a) the payment term applicable to the Advertiser according to the Order Form; or (b) if such an agreement does not exist or terminates, a payment term of 30 calendar days after the invoice date.

8.8 In the event that the Advertiser does not or not timely pay the Fee due, the Advertiser shall be obliged to pay commercial interest on the outstanding amount without a demand or notice of default being required. In the event that following a demand or notice of default, the Advertiser continues to fail to pay the amount due, Ad Retail Media can refer the amount due for collection, in which case the Advertiser is also liable for payment of any judicial and extrajudicial costs. Such without prejudice to any other rights Ad Retail Media may have.

Article 9 – Intellectual Property

9.1 The Advertiser acknowledges that all (intellectual property) rights regarding the Services, Advertisement and any Ad Retail Media brands and logos are and will be the property of Ad Retail Media and/or its licensor and cannot in any way be used by the Advertiser without the prior written consent (which also includes e-mail) of Ad Retail Media.

9.2 The intellectual property rights in the Advertising Material provided by the Advertiser to Ad Retail Media remain with the Advertiser and/or its licensors. To the extent required for the delivery of Services, the Advertiser shall grant Ad Retail Media a limited, non-exclusive, transferable right to use the IP rights of the Advertiser on the Websites, for the term of this Agreement and, upon termination of this Agreement, for the term Ad Retail Media continues provide Services to the Advertiser. Advertiser indemnifies Ad Retail Media and the AD Retail Media Related Parties from and against any third-party claims which relate to the

use by Ad Retail Media of Advertising Material, including any third-party claim alleging that the Advertising Material infringes any intellectual property right of a third party .

Article 10 – Confidential Information

10.1 Parties shall observe secrecy with regard to confidential and/or business-sensitive Confidential Information provided by or on behalf of the other Party during the conclusion of the Agreement and the period wherein the Services will be provided. This obligation also continues after expiry of the period wherein the Services have been provided. The receiving Party of Confidential Information shall restrict access to such Confidential Information to the persons who need to know this information for the purposes of the Services.

10.2 Parties agree to:

- not use Confidential Information provided by or on behalf of the other Party in any manner contrary to the terms of the Agreement;

- not disclose any Confidential Information to any third party;

- only disclose Confidential Information, as is reasonably necessary to carry out the Agreement, to those Party’s employees, other personnel (including independent contractors or employees of subcontractors), directors and officers (hereinafter: “Representatives”) who (i) have been informed of the confidential nature of the same; (ii) who need to know the Confidential Information to carry out the tasks allocated to them, and (iii) are bound by written obligations no less stringent than those assumed by Parties under the Agreement;

- not use the Confidential Information in any manner that is adverse or detrimental to the interest of the other Party in any way;

- regard and preserve as strictly confidential all Confidential Information, and cause each Party’s

Representatives to do the same. Without limiting the foregoing, Parties shall take no less than reasonable care to protect the Confidential Information and use at least that degree of care that Parties use to protect their own most sensitive information.

10.3 Notwithstanding Articles 10.1 and 10.2, Parties may disclose Confidential Information, as required to comply with a valid and effective order of a governmental entity or court with proper jurisdiction or as otherwise required by applicable laws or regulations, provided that the disclosing Party:

- gives the other Party prompt written notice to allow the disclosing Party to seek a protective order or other appropriate remedy (except to the extent the other Party’s compliance with the foregoing would cause it to violate a court or governmental order or other law or regulation);

- discloses only such Confidential Information as is required by the order or law or regulation and prior to that consults with the other Party concerning the timing and the content of such disclosure; and

- uses reasonable efforts to obtain confidential treatment of the Confidential Information disclosed.

- The disclosing Party will not, without first obtaining the other Party’s prior written consent, publicly disclose or disclose to any third party any Confidential Information, except as required by law or otherwise authorized in the Agreement.

Article 11 – Cookies

11.1 The use of Cookie(s) by the Advertiser in Advertisements and on the Websites, is only permitted with the prior consent of Ad Retail Media. If Ad Retail Media gives its permission, the Parties will agree in advance which Cookies the Advertiser may use.

11.2 Ad Retail Media may add Cookies to the Advertisements or implement other technical measures for the purpose of measuring impressions, clicks and viewability of the Advertisements.

11.3 Ad Retail Media has the right to perform an audit of compliance by the Advertiser with the obligations under this Article 11. The Advertiser is obliged to cooperate with the audit at its own expense.

11.4 Ad Retail Media will indicate in writing when it wants to have an audit carried out and whether the audit will be carried out by Ad Retail Media or by an independent consultancy, and in the latter case shall provide the name of the consultancy.

11.5 The performance and the results of an audit are subject to the confidentiality obligation as referred to in Article 10, unless such information must be used in legal proceedings.

Article 12 – Suspension, term and termination

12.1 The Agreement shall commence on the date on which the Advertiser signs the Agreement or, in the absence of a signed Agreement, the date on which Ad Retail Media starts to provide the Services. The Agreement will end after all Services have been performed and all invoices for the Services are paid by Advertiser. If a Service cannot be fully performed and Ad Retail Media has notified Advertiser of its final non-performance, that part of the Agreement will be deemed terminated.

12.2 Agreed dates on which the Services are provided are no fixed dates.

12.3 Either Party has the right to early terminate the Agreement by means of a written notice, with immediate effect and without being liable for payment of compensation, if:

a) a Party has been declared irrevocably bankrupt;

b) a Party applies for suspension of payments or this Party is granted suspension of payments;

c) a Party is put into administration;

d) the company of a party has been wound up or discontinued;

e) the intended objective of the Agreement becomes unachievable due to government regulations or stipulations; or

f) a Force Majeure situation occurs which has lasted for longer than 30 days.

12.4 With the exception of the provision in Article 12.3, all or part of the Agreement may be cancelled by either Party with immediate effect by way of a written notice in the event that the other party does not, not timely or not properly perform its obligations arising from the Agreement and such Party does not perform its obligations in full within 14 days after having been made aware of its conflicting actions. Such cancellation does not entail a waiver of any entitlements to damages and compensation of costs already incurred.

12.5 Ad Retail Media has the right to suspend all or part of the delivery of the Services to the Advertiser in the event that the Advertiser fails to perform any of the obligations under the Agreement, including non-performance of an obligation as included in these Terms & Conditions. Ad Retail Media has the right to charge the Advertiser any costs incurred in connection with the suspension of the delivery of its Services.

12.6 Ad Retail Media is at any time entitled to refuse or cancel the delivery of the Service for reasons of its own. If Ad Retail Media refuses or cancels the delivery of the Service, the Advertiser is discharged from its payment obligation for this Service.

12.7 If Ad Retail Media terminates the Agreement, it shall not at any time be obliged to refund paid invoices or be liable for loss incurred by the Advertiser.

12.8 Obligations in these Terms & Conditions that by their nature are intended to operate even after the termination of the Agreement, shall continue to exist after termination of the Agreement. These obligations include amongst others: provisions concerning warranties, liability, intellectual property rights, confidentiality, dispute resolution and applicable law.

Article 13 - Liability

13.1 Ad Retail Media is not responsible for the Advertising Material supplied by the Advertiser and cannot be held and is not liable for the use of the Advertising Material supplied by the Advertiser.

13.2 Ad Retail Media is not liable for any damages or loss to and/or costs incurred by the Advertiser as a result of or resulting from the Agreement or the delivered Services, unless it concerns intent, gross negligence or deliberate recklessness on the part of Ad Retail Media.

13.3 In the event that all or part of the exclusion of liability as referred to in Article 13.2 is declared void by a competent court, the Parties hereby agree that in that case Ad Retail Media shall only be liable for the directly demonstrable suffered/incurred loss/damages/costs (excluding consequential/indirect loss, damages and/or costs, including for loss of profits or revenues, business interruption, loss of data, loss of business information, and legal expense) and that this liability for such direct loss, damages and/or costs shall never exceed the Fees paid under the relevant Order Form.

13.4 The Advertiser shall be liable for any loss, damages and/or costs suffered/incurred by Ad Retail Media or its Affiliates in relation to the Advertiser’s failure to comply with any obligation under this Agreement.

13.5 The Advertiser indemnifies Ad Retail Media and its Affiliates against any loss, damages (including third party claims) and/or costs (including fines) of whatever nature resulting from:

- non-performance by the Advertiser of any obligation under this Agreement;

- the use by Ad Retail Media of the Advertising Material supplied by the Advertiser;

- an attributable shortcoming on the part of the Advertiser, including non-compliance with the warranties in these Terms & Conditions;

- an unlawful act/tort by the Advertiser, established according to objective criteria;

- actions by the Advertiser that exceed the authority granted to the Advertiser pursuant to this Agreement.

Article 14 – Miscellaneous

14.1 The Advertiser shall not in any event act as an agent or a representative of Ad Retail Media and shall in particular not make any commitments or enter into any obligations for or on behalf of Ad Retail Media.

14.2 Nothing in the Agreement shall be deemed to create a partnership, joint venture or agency relationship between Ad Retail Media and Advertiser or to be deemed to authorise either Party to create or undertake any liabilities or obligations on behalf of or in the name of the other.

14.3 The Advertiser is not entitled to transfer all or part of its rights and/or obligations under this Agreement.

This provision has effect under property law (in Dutch: “goederenrechtelijke werking”).

14.4 Ad Retail Media has the right to outsource or otherwise transfer the rights and/or obligations in respect of the Agreement to another party without Advertiser’s prior consent.

14.5 The Advertiser shall not disclose in any publications, press releases or promotional messages the content of the Agreement and shall not use the name of Ad Retail Media as a reference, unless Ad Retail Media has given its prior written approval.

14.6 Advertiser shall carry adequate insurance coverage in relation to the Services, including coverage for (i)

general liability including contractual liability, and completed operations liability, and (ii)

advertising liability, including coverage for libel and slander, and trademark infringement. The insurance shall be taken out at a reputable insurer. Proof of the insurance shall be provided to Ad Retail Media upon request.

Article 15– Applicable law and competent court

15.1 The Agreement and any associated legal relationships between the Parties are exclusively governed by the laws of the Netherlands and disputes shall be submitted to the competent Dutch court in Amsterdam.