WEBSITE TERMS OF USE & GENERAL TERMS OF SERVICE

This document comprises two parts. Part A (Website Terms of Use) governs your access to and use of the Website. Part B (General Terms of Service) sets out the general framework applicable to the services offered by 152 Media. The speciﬁc commercial terms that govern any service relationship are those agreed in the individual contract executed between 152 Media and the relevant client (the “Insertion Order Contract”), which prevails over this document with respect to the subject matter it governs. Capitalised terms have the same meaning across both Parts unless otherwise stated.

PART A — WEBSITE TERMS OF USE

About these Terms and the Operator of the Website

These Website Terms of Use (the “Terms”) govern your access to and use of the website available at www.152media.com and any of its subpages and subdomains (collectively, the “Website”). The Website is operated by 152 MEDIA LLC, a company organised under the laws of the United States, with registered ofﬁce at Birmingham (Alabama), 3710 Redmont Road, EE.UU. (“152 Media”, “we”, “us” or “our”).

By accessing or using the Website, you (“you” or the “User”) acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use the Website.

Purpose and Informational Nature of the Website

The Website is provided solely for general information and promotional purposes regarding 152 Media, its business, and the categories of programmatic advertising and monetisation solutions it offers to publishers and to buyers.

The Website does not provide access to, and is not itself, any product, platform, technology or service. No advertising, monetisation, bidding, optimisation or other operational service is contracted, activated, delivered or performed through the Website. The Website does not include any client area, account, dashboard, or transactional functionality.

Descriptions of solutions “for Publishers” and “for Buyers”, references to 152 Media Lab, performance indications, statistics, client or partner counts, and any similar statements published on the Website are general, illustrative and indicative only. They are not promises, warranties, guarantees of results, or commitments of any kind, and must not be relied upon as such.

No Offer; No Contract Formed Through the Website

Nothing contained on the Website constitutes an offer, an invitation to contract, a solicitation, a recommendation, a quotation, or a binding commitment of any kind by 152 Media, and no information on the Website shall be construed as such.

Any commercial relationship between 152 Media and a publisher, advertiser, buyer, partner or other counterparty — including the provision of any service — is established exclusively through a separate written agreement individually negotiated and executed directly between 152 Media and the relevant party.

The commercial, technical, economic, service-level and other terms applicable to any such relationship are set out exclusively in the applicable Inertion Order and are not contained in, nor governed by, these Terms or any content of the Website. In the event of any inconsistency, the Insertion Order prevails with respect to the subject matter it governs. Browsing the Website, submitting a contact request, or otherwise interacting with the Website creates no commercial relationship, no obligation to contract, and no rights to receive any service.

Contact Requests and Submissions

The Website may allow you to contact 152 Media through a contact form or comparable functionality. Any submission is made for the purpose of initiating contact only and does not constitute acceptance of any offer or the conclusion of any agreement.

Accuracy and authority. You agree to provide accurate, current and complete information and represent that you are authorised to provide it and to make contact on behalf of any organisation you indicate.
No conffidential or unsolicited proprietary information. You should not transmit through the Website any conﬁdential information or unsolicited ideas, proposals or materials that you expect to be treated as conﬁdential or proprietary. Information submitted through the Website is not subject to any obligation of conﬁdentiality unless otherwise agreed in writing.

Lawful content. You are solely responsible for the content of your submissions and must not transmit unlawful, infringing, misleading or harmful content.

Personal data submitted through the Website is processed in accordance with the Privacy Policy (see Section 9).

Intellectual Property

All content made available on the Website — including text, graphics, logos, icons, images, layout, design, software, and other materials — and all intellectual property rights therein are owned by 152 Media or its licensors and are protected by applicable intellectual property laws. “152 Media”, “152 Media Lab”, associated logos and any related signs are trademarks or distinctive signs of 152 Media or its licensors.

Subject to your compliance with these Terms, 152 Media grants you a limited, non-exclusive, non-transferable and revocable licence to access and view the Website for your own personal or internal business informational purposes only. No other right is granted. You may not reproduce, distribute, modify, publicly display, create derivative works from, or otherwise exploit any content of the Website without the prior written consent of 152 Media, except as permitted by mandatory applicable law.

Acceptable Use

You agree to use the Website only for lawful purposes and in accordance with these Terms. In particular, you agree not to:

Use the Website in any way that breaches applicable law or regulation, or that infringes the rights of 152 Media or any third party;
Attempt to gain unauthorised access to the Website, its servers, or any connected systems or networks, or interfere with or disrupt the integrity, security or performance of the Website;
Introduce malware, viruses or any other malicious or harmful code;
Use any automated means (including scraping, crawling or harvesting) to access, monitor, copy or extract content or data from the Website without prior written authorisation;
Reverse engineer, decompile or disassemble any part of the Website, except to the extent such restriction is prohibited by applicable law.

Third-Party Links and Components

The Website may contain links to, or integrate components of, third-party websites and services (for example, social media platforms such as LinkedIn, and security or analytics components such as Google reCAPTCHA). 152 Media does not control and is not responsible for the content, policies or practices of any third party.

Your use of third-party websites and services is governed by the respective terms and privacy policies of those third parties. For example, the Website is protected by reCAPTCHA, and the Google Privacy Policy and Terms of Service apply. Links are provided for convenience only and do not imply endorsement.

Disclaimers

To the maximum extent permitted by applicable law, the Website and all content on it are provided “as is” and “as available”, without warranties of any kind, whether express or implied, including any implied warranties of merchantability, ﬁtness for a particular purpose, accuracy, or non-infringement.

152 Media does not warrant that the Website will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the content of the Website is accurate, complete or up to date. 152 Media may modify, suspend or discontinue all or part of the Website at any time without notice or liability.

Privacy and Data Protection

152 Media processes personal data collected through the Website in accordance with its Privacy Policy, which forms part of these Terms by reference and describes the categories of data processed, the purposes and legal bases of processing, recipients, retention, and the rights available to data subjects. The use of cookies and similar technologies on the Website is governed by the Privacy Policy.

Limitation of Liability

To the maximum extent permitted by applicable law, 152 Media shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of proﬁts, revenue, data, business or goodwill, arising out of or in connection with your access to or use of, or inability to use, the Website or any content on it, whether based on contract, tort, statute or otherwise.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable mandatory law.

Indemnity

You agree to hold 152 Media harmless from and against any claims, liabilities, damages, losses and reasonable expenses arising out of your breach of these Terms or your unlawful or unauthorised use of the Website, to the extent permitted by applicable law.

Changes to the Website and to these Terms

152 Media may amend these Terms at any time. The version in force is the one published on the Website and identiﬁed by the “Last updated” date above. Changes take effect upon publication. Your continued use of the Website after publication of the amended Terms constitutes acceptance of them. You are encouraged to review these Terms periodically.

Miscellaneous

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect.

No waiver. Failure by 152 Media to enforce any provision is not a waiver of its right to do so later.

Scope. These Terms govern use of the Website only. They do not amend, replace or affect any Individual Agreement, which is governed by its own terms.

Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the United States, without regard to conﬂict-of-law rules. Any dispute arising out of or in connection with these Terms or the use of the Website shall be subject to the exclusive jurisdiction of the courts of Alabama without prejudice to any mandatory consumer-protection rights that a User may have under the law of their place of residence. If a different jursidiction is established in the individual Insertion Order it prevails over the one designated in this clause.

PART B — GENERAL TERMS OF SERVICE

B1. Scope and Purpose of these General Terms of Service

These General Terms of Service (the “Service Terms”) set out the general, baseline conditions under which 152 Media may provide its services. They are

general and indicative in nature. Consistent with Section 3 of Part A, their publication on the Website does not constitute an offer or solicitation and does not, by itself, create any service relationship, obligation to provide services, or right to receive services.

The Service Terms apply only where, and to the extent that, a service relationship is established between 152 Media and a client through an Individual Agreement, and to any use of services actually made available by 152 Media to that client.

B2. Deffinition of the Service

“Service” or “Services” means, collectively, the programmatic advertising, monetisation and related ad-technology services and solutions that 152 Media makes available to publishers and to buyers — including, by way of example and without limitation, the connection and intermediation of advertising supply and demand, programmatic transaction facilitation, yield and campaign optimisation, delivery support, measurement and reporting, and technologies developed by 152 Media Lab — in each case as further described in, and only to the extent actually contracted under, the applicable Individual Agreement.

The precise nature, scope, features, conﬁguration and limits of the Services provided to any given client are those deﬁned in that client’s Insertion Order. This deﬁnition is intended to describe the general ﬁeld of 152 Media’s activity and does not in itself entitle any person to any speciﬁc service.

B3. Governing Commercial Terms and Order of Precedence

The commercial terms governing any provision of Services are exclusively those set out in the Insertion Order executed between 152 Media and the relevant client. This includes, without limitation, the scope of services, fees and pricing, payment terms, service levels, performance commitments, term, renewal and termination, and any speciﬁc warranties, indemnities or liability arrangements.

These Service Terms constitute a general framework only. They do not establish, quantify, modify or substitute any commercial term, and they are not a substitute for the Individual Agreement.

In the event of any conﬂict or inconsistency, the following order of precedence applies, in descending order:

(i) the applicable Insertion Order (including its schedules, order forms and any data processing agreement);

(ii) these General Terms of Service (Part B);
(iii) the Website Terms of Use (Part A); and
(iv) any other content published on the Website.

B4. Eligibility — Business Users Only

The Services are directed exclusively to businesses and professionals (including publishers, advertisers, buyers, agencies and partners) acting in the course of their commercial or professional activity, and not to consumers. By entering into an Insertion Order, the client represents and warrants that it acts in a business or professional capacity and has full authority to do so.

B5. Provision of the Services

Where contracted, 152 Media provides the Services with reasonable skill and care, subject to and as deﬁned in the applicable Insertion Order. Any service levels, availability commitments, performance metrics or support arrangements are solely those (if any) set out in that agreement. Save as expressly agreed therein, 152 Media does not guarantee any particular revenue, result, ﬁll rate, performance or outcome.

B6. Client Responsibilities

Without prejudice to the speciﬁc obligations set out in the Individual Agreement, each client undertakes, in general terms, to:

comply with all applicable laws, regulations and applicable advertising and industry standards;
provide accurate, complete and up-to-date information;
ensure that any inventory, content, data, creatives or campaigns it supplies or makes available are lawful and do not infringe the rights of any third party; and
use the Services only for legitimate business purposes and not in any fraudulent, abusive or unlawful manner.

B7. Fees and Payment

All fees, pricing, currency, invoicing arrangements, payment terms and applicable taxes are exclusively as set out in the Insertion Order. No pricing or economic term is established by these Service Terms or by any content of the Website.

B8. Intellectual Property

Each party retains ownership of its respective pre-existing intellectual property. 152 Media and/or its licensors retain all rights in 152 Media’s technology, platforms, software and 152 Media Lab developments. Any licence granted in connection with the Services, and any rights in deliverables or data, are solely those deﬁned in the Individual Agreement.

B9. Data Protection

Where the provision of the Services involves the processing of personal data, each party complies with applicable data protection law, and the respective roles of the parties (as controller, processor or otherwise), the obligations of the parties and the applicable safeguards are those set out in the Individual Agreement and/or in an associated data processing agreement. Processing of personal data collected through the Website is governed by the Privacy Policy.

B10. Conffidentiality

Each party shall keep conﬁdential the non-public information disclosed to it by the other in connection with the Services and use it only for the purposes of the relationship, in accordance with the conﬁdentiality provisions of the Individual Agreement.

B11. Warranties and Disclaimers

Except for the express warranties (if any) stated in the Individual Agreement, and to the maximum extent permitted by applicable law, the Services are provided without implied warranties of any kind. For the avoidance of doubt, descriptive and marketing statements published on the Website (see Section 2 of Part A) are general and indicative only and do not constitute warranties or service commitments.

B12. Limitation of Liability

Any limitations, caps or exclusions of liability applicable to the Services are those set out in the Individual Agreement. In the absence of such terms, and to the maximum extent permitted by applicable law, 152 Media shall not be liable for indirect, incidental, special or consequential damages, or for loss of proﬁts, revenue, data, business or goodwill, arising in connection with the Services. Nothing in these Service Terms excludes or limits any liability that cannot be excluded or limited under applicable mandatory law.

B13. Term and Termination

The commencement, duration, renewal, suspension and termination of any service relationship are governed exclusively by the Individual Agreement. These Service Terms do not, by themselves, create any ongoing service relationship.

B14. Governing Law and Jurisdiction

The governing law and the courts or forum competent for any dispute relating to the provision of the Services are those set out in the Insertion Order. In the absence of such provision, the law and jurisdiction identiﬁed in Section 14 of Part A apply, namely the laws of Alabama and the courts of Alabama.