Advertising Terms and Conditions

The following terms and conditions shall be deemed to be incorporated into the Service Order ("Service Order") between iClick Interactive Asia Limited ("iClick") and the Client named in the Service Order ("Client").

UNDERTAKING

iClick will use its best efforts to provide the service to Client as set forth in the Service Order on the network of advertising channels. Client understands and agrees that services and obligations to be performed by iClick may be performed by other iClick group companies and its service providers. iClick makes no guarantees with respect to the method it uses for measuring delivery or with respect to the accuracy of its measurement and the positioning of advertisement (including without limitation timing of delivery) is at iClick’s sole discretion. Client expressly agrees that iClick may: (i) create ads, (ii) add and/or remove keywords, and/or (iii) optimize its account(s). Client authorizes iClick to act on Client’s behalf in connection with any advertisement iClick places with a third party. Client agrees (i) iClick may share Client’s confidential information with the applicable third party, (ii) iClick may take any actions necessary in furtherance of Client’s advertising objectives, and (iii) iClick will have no control of any third party appointed by them and consequently shall not be liability for the underlying advertising product(s) or service(s) provided by any third party.

ACCURACY OF INFORMATION

Client acknowledges that delivery statistics provided by iClick are based upon click count and pages opened, it is the sole, official and definitive measurements of iClick’s performance on any delivery obligations provided in the Service Order. The processes and technology used to generate such statistics have been independently audited. Consequently iClick cannot warrant or guarantee whether the click counts and pages opened are by a singled individual or multiple individuals and whether they are by individuals using the Client’s service or for research or any other purpose, consequently, the click count and pages opened may be corrupted and may not represent a true usage of the Client’s website. Accordingly, iClick makes no representation, warranty or guarantee such statistics are a true and accurate representation of usage.

USE OF DATA

Client acknowledges and agrees that data collected shall, in addition to performing the obligations to the Client shall be used for the following purposes:

• Formation of algorithm: Our technology will collect the raw data from Client’s campaign (e.g. no. of clicks, click time, click-through rate, bid price, cost-per-click, conversion rate, etc) to formulate our predictive algorithm (e.g. we understand the impact of Christmas and other seasonal changes to Client’s campaign and then factor this in our algorithm so later on the algorithm can automatically optimize clients’ campaign in similar seasons)
• Product Whitepaper: Upon analyzing the data collected, iClick would publish Product White Papers to disclose the findings we obtained via our technology (e.g. how the number of clicks varies throughout the year for a particular industry)
• Marketing and Press Releases: Findings might be used various marketing and press releases to share with the market

Client grants the right to iClick to use data collected for the purposes set out in items 2 and 3 above, after Client ceases to be a client of iClick and Client shall procure the necessary consent from their users, but without identifying any individual user

ACCESS TO DATA

Client will: (i) obtain all rights and permissions necessary for iClick to prepare the analytics data, including statistical and traffic information collected by iClick and/or provided by Client and their users, and (ii) maintain and adhere to a privacy policy on Client’s website(s) which must, at a minimum, comply with all applicable laws, whilst allowing iClick to have access to the data and to disseminate to third parties nominated by iClick.

AGENCY

If Client is an agent executing the Service Order for and on behalf of its client, Client hereby represents, warrants and undertakes that: (i) it has the necessary power and authority to execute the Service Order for itself and as well as for and on behalf of the advertiser, make all decisions, and take all actions relating to the advertiser’s accounts, and that, the Client, by executing the Service Order on behalf of the advertiser, binds the advertiser to the Service Order; (ii) it shall make all the representations and warranties on behalf of the advertiser under the Service Order as if it were the advertiser; and (iii) it will guarantee all the obligations of the advertiser under the Service Order as if it were the advertiser. For the avoidance of doubt, nothing herein shall affect the obligations of the advertiser under the Service Order, which shall continue to bind the advertiser, and who shall be deemed to have appointed the Client as its agent to execute the Service Order on its behalf. Upon iClick’s request, the agent will immediately deliver to iClick each agreement that designates Client as the advertiser’s agent and authorizes the Client to act on the advertiser’s behalf in connection with the Service Order. Client and advertiser shall be jointly and severally liable for all payment obligations due pursuant to the Service Order and these terms and conditions. Client acknowledges that iClick may directly contact any advertiser represented by Client in relation to any payment matters.

FEES

For the cases of which the advertising fee is charged based on the number of acquisition/conversion, an action occurs when a user clicks on or is exposed to the advertisement and subsequently visits the Client’s website within the negotiated time frame and triggers the delivery of the Conversion Pixel to the user. "Conversion Pixels" means iClick’s tags (or the tags of third party nominated by iClick) on the confirmation page or any other code or file inserted or placed by iClick (or third party nominated by iClick) on the Client’s website for the purposes of calculating the charges due from Client. The fees payable by Client shall be the number of actions (if any) multiplied by the cost per acquisition (“CPA”) and subject to any overall caps agreed by Client and iClick in writing. Notwithstanding the preceding sentence, iClick shall, in its sole discretion (a) decide the placement, timing, frequency, and number of ad units or impressions delivered, which in turn may impact the number of actions, and (b) calculate the service fees based on its own measurements or those of its third party service providers. Client shall render iClick its full cooperation to, install and make fully functional as soon as reasonably practicable the Conversion Pixels on the Client’s website in accordance with the campaign duration specified in the Service Order. Client undertakes and agrees not to remove, alter, decompile, tamper with or deactivate the Conversion Pixels in any manner whatsoever without iClick’s prior written consent.

PAYMENT

The statistics provided by us are the official and definitive measurements to calculate Client’s charges. Client will be invoiced as specified in the Service Order. Payment shall be made to iClick in accordance with the payment terms specified in the Service Order. Amounts paid after such due date shall bear interest at the rate of 1% per month (or the highest rate permitted by law, if less). All amounts exclude any sales, use, value-added and other taxes and all export and import fees, customs duties and similar charges (other than taxes based on iClick's income) and any related penalties and interest, arising from the payment of any fees by Client to iClick or the delivery of service to Client, all of which the Client is responsible for paying and upon iClick’s request, Client will provide iClick with official receipts and other proof of such payment. Client will make all payments to iClick free and clear of, and without reduction for, any withholding taxes. If iClick do not receive timely payment, Client shall pay all amounts due on account upon demand and, in addition to any other rights, iClick may suspend performance and/or terminate services under the Service Order or any part of it and the Client shall forthwith pay all outstanding fees to iClick.

PRIVACY POLICY AND DATA OWNERSHIP

The terms and conditions contained together with obligations imposed on Client, in iClick’s Privacy Policy and Data Ownership shall be deemed to have been incorporated. For details, please go to www.i-click.asia/privacy-policy.

REPRESENTATIONS

Client represents and warrants to iClick that it has all necessary licenses, consents and regulatory approvals to carry on its business and operations, is carrying on its business and operations in such a manner that there have been and are no breaches of applicable laws, regulations or bye-laws, and has complied with the relevant laws and regulations on advertising and have not infringed on any third party intellectual property or other proprietary rights.

LICENSE

Client hereby grants to iClick a non-exclusive, worldwide, fully paid and irrevocable license to:

• create and display Client’s ad copies of any text, images, graphics, audio, or video on the websites to which Client’s advertisements links to;
• distribute, display and transmit the advertisement in electronic or print form for marketing and promotional purposes; and
• upon completion of a Service Order, to grant a right to use, data collected for market research statistics and press releases but without identifying Client.

Client grants the right to iClick to use data collected for the purposes set out in items 2 and 3 above, after Client ceases to be a client of iClick and Client shall procure the necessary consent from their users, but without identifying any individual user

TERMINATION

The Service Order may be terminated at any time during the campaign duration by either party immediately upon written notice to the other party if the other party (i) becomes insolvent, (ii) files a petition in bankruptcy, or (iii) makes an assignment for the benefit of its creditors; or (iv) breaches any of its obligations under the Service Order in any material respect, and which breach is not remedied within thirty (30) days following written notice to such party. In addition, the Service Order may be terminated by iClick at any time during the campaign by giving to Client 7 days’ written notice in advance. Except as otherwise provided in the Service Order, the Service Order is irrevocable and may not be terminated by the Client. Any termination shall be without liability or obligation of the terminating party, other than with respect to any breach of the Service Order prior to the termination and payment of any fees due hereunder. The provisions of this clauses shall survive any termination or expiration of the Service Order. Except as expressly set forth in the Service Order, neither party will be under any obligation to renew the Service Order upon expiration of the duration of the campaign. If Client breaches any of the terms and conditions of the Service Order and the terms and conditions contained herein, iClick may suspend performance of all or any obligations under the Service Order until such breach is fully remedied. The right to suspend performance is without prejudice to such other equitable and legal rights as iClick may have for such breach and Client will be responsible for all reasonable expenses (including legal fees) incurred by iClick in relation to such breach.

Upon termination, certain user information, not identifiable to an individual user, such as age group, income bracket, occupation, shall be retained by iClick for the purposes for preparing Product White Papers and other general statistics for market research and press releases use.

INDEMNITY

Client agrees to indemnify and hold iClick harmless against any and all expenses and losses of any kind (including reasonable legal fees and costs) incurred by iClick in connection with claims of any kind relating to the advertisement (including, without limitation, any claim of design, trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices, any claim that the advertisement infringes in any manner any patent, copyright, trademark, trade secret or any other intellectual property right of any third party or violates any other rights of a third party) and/or any material of Client to which users can link through the advertisement.

CONFIDENTIALITY

Each party agrees to treat as confidential and not to disclose, duplicate, use or permit the use by a third party of any information, documents or materials provided by the other party under this agreement other than for the purpose of providing its services under this agreement or as may be required by law.

LIMITATION OF LIABILITY

In the event that iClick fails to deliver in accordance with the campaign order details set out in the Service Order, the sole liability of iClick to Client shall be limited to, at iClick’s sole discretion: (a) a refund of the service fee or (b) deliver at a later time or (c) extension of the campaign duration. In the event that iClick fails to deliver in accordance with the campaign order details pursuant to the Service Order owing to a fault or delay caused by the Client, iClick shall not be responsible or liable for such failure to deliver and any loss to the Client caused. iClick’s maximum liability to Client shall not, for any reason, exceed the aggregate payments actually made by Client to iClick in respect of the campaign in question. iClick is not responsible for any acts or omissions of any third party in connection with the Service Order, including with respect to clicks and/or impressions by any third party on Client’s advertisement.

GOVERNING LAW

The Service Order shall be governed by and construed in accordance with, the laws of the Hong Kong Special Administrative Region and each party irrevocably agrees that the courts of the Hong Kong Special Administrative Region are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Service Order and that, accordingly, any legal action or proceedings arising out of or in connection with the Service Order may be brought in those courts

OTHER

The Service Order (i) may be amended only by a written agreement executed by an authorized representative of each party; and (i) constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and shall supersede and replace any and all other agreements, communications and undertakings, whether written or oral, between the parties regarding such subject matter. No conditions other than those as set forth in the Service Order shall be binding on iClick unless expressly agreed to in writing by iClick.

In addition to modifying the Service Order in writing signed by an authorized representative of each party, Client agrees that: (i) iClick may change these terms and conditions at any time by making them available on the iClick company website. If Client does not agree to such amended terms and conditions, it must notify iClick in writing within 5 business days. The absence of such notice and/or Client’s continued use of the service shall be deemed to be acceptance by Client of the amended terms and conditions.

If any provision of the Service Order or those found herein is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Service Order or those found herein will remain in full force and effect.

Neither the Service Order, nor any of its terms and conditions herein contained, may be construed as creating or constituting a partnership or joint venture between the parties.

No failure of either party to exercise or enforce any of its rights under the Service Order or the terms herein will act as a waiver of such rights.

The Service Order will bind and inure to the benefit of each party’s permitted successors and assigns. Client may not assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall be null and void. iClick may assign the Service Order, in whole or in part, to another iClick group company.