Version 1.0. Effective from [01.09.2026]. Published at https://improvedigital.com/terms-conditions/yield/

SELLER MONETIZATION TERMS AND CONDITIONS (“Terms”) of AZERION TECHNOLOGY B.V., a private limited liability company with its registered office address in (1119 PE) Schiphol-Rijk at Boeing Avenue 30, the Netherlands, and any of its affiliates hereinafter referred to as “Azerion”. 

The legal entity, or natural person acting in the course of a trade, business, craft or profession, accepting these Terms (“Seller”) has a number of websites, apps, portals or other digital online properties that it either owns, operates or controls, or for which it has the contractual right to market Ad Inventory to sell to Advertisers. 

Azerion provides a solution delivered as a platform-as-a-service and associated professional services that allows Seller to monetize the Ad inventory and to sell Ad Inventory to Advertisers whereby the Ad Inventory is sold with the authorization of Seller to Advertisers and Revenue is collected for Ads shown therein. 

These Terms, constituting an indivisible whole with the documents listed below, describe the terms and conditions which govern Seller’s use of the Platform and Services for the Properties. Azerion and Seller are each a “Party” and together the “Parties”. If Seller does not agree to these Terms, Seller must not accept them and must not use the Platform or the Services.

The Agreement between the Parties consists of the following documents, in descending order of precedence: (i) these Terms; (ii) the Supply Guidelines; (iii) the Data Protection Addendum and, where applicable, the Data Processing Agreement; and (iv) any further policy or annex expressly incorporated by reference in these Terms. In case of inconsistency the higher ranked document prevails, save that the Data Protection Addendum and the Data Processing Agreement prevail over all other documents in respect of the processing of personal data. Where Azerion and Seller have concluded a separately signed agreement covering the same subject matter, that agreement prevails over these Terms in its entirety.

By ticking the acceptance box and submitting the sign-up form, Seller makes an irrevocable offer to enter into the Agreement on these Terms. The Agreement is concluded, and these Terms become binding on the Parties, only upon activation of Seller’s Account by Azerion (the “Effective Date”). Azerion may refuse any application in whole or in part, at its sole discretion and without stating reasons, and is under no obligation to activate an Account or to accept any Property.

Seller represents and warrants that it accepts these Terms in the course of a trade, business, craft or profession and not as a consumer, that it is a legal entity or a natural person registered as a business in its country of establishment, and that the individual accepting these Terms is duly authorised to bind Seller. The Services are not offered to consumers, and Azerion shall have the right to immediately suspend payments and/or Services to Seller if and when Azerion suspects, and Seller cannot prove otherwise, that Seller is not a registered business with a valid tax identity. Azerion may at any time require evidence of Seller’s status and may suspend the Services or terminate the Agreement with immediate effect if this warranty is or becomes incorrect.

The Parties agree that acceptance of these Terms by ticking the acceptance box has the same legal effect as a handwritten signature and that the Agreement is validly concluded by electronic means. Azerion’s records of Seller’s acceptance, including the date and time of acceptance, the version of the Terms accepted, the Account identifier and the technical connection data logged at the moment of acceptance, constitute conclusive evidence of the conclusion and the content of the Agreement, subject to proof to the contrary.

1. Definitions
   1. “Account”: The account registered by Seller on the Platform through which Seller accesses the Services, registers Properties, retrieves invoices and receives notices under the Agreement.
   2. “Ads.txt” is a preformatted .txt index to indicate which companies are authorized to (re)sell the Ad Inventory from specific Publishers or content owners. Guidelines for the implementation of ads.txt must be followed as detailed herein in Article 3. References to ads.txt shall be understood to include app-ads.txt to the degree it is technically applicable.

3. “Advertisement(s)” or “Ad(s)” : a unit of advertising content including, but not limited to, a text-based, graphical, interactive, rich media, video, audio or other online advertisement as determined between the Parties or enabled on the Platform from time to time .
4. “Ad Inventory” : The space available for the Advertisements on the Properties.
5. “Advertiser” : The third-party that buys or places bids on a unit of Ad Inventory.
6. “Authorized Digital Seller”: A company authorized to (re)sell the Ad Inventory from specific Publishers or content owners. For the avoidance of doubt and for purposes of this Agreement, all provisions applicable to Publisher apply to Authorized Digital Sellers.

7. “Azerion Pixel”: A pixel which will be enabled for gathering 1st party data on the Seller’s Properties and using the data to enable improved targeting capabilities.
8. “Azerion Statistics”: The measurements, by Azerion or its third party contractual partners, of delivered Impressions as adjusted for the metrics explained in the Agreement.
9. “Confidential Information“: Any non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.
10. “Fee”: The fee that Azerion charges to Seller for use of the Service(s), determined by Azerion in accordance with Article 5.
11. “Impression”: Each valid counting of when an Advertisement is served to a Visitor’s web-enabled device.
12. “Intellectual Property Rights”: Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, data base rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
13. “Invalid Traffic” or “(IVT)”: Any traffic relating to, Ad Inventory, Ads, Impressions or similar billing events that are determined by Azerion, SSPs, DSPs or related Advertisers as applicable, to be fraudulent, suspect in quality, in violation of the Supply Guidelines, or unsuitable for billing purposes. This includes alternative audience generation methods of which Visitors are unaware, fraudulently, deceptively, or artificially inflating the number of Impressions or otherwise mimicking, obscuring, or impairing legitimate delivery, reporting, or analysis of, or end-user interaction with, Ads or media through or on which advertising may be delivered. Invalid Traffic includes but is not limited to, mimicking valid activity through human or non-human agents, spawning of pages, hijacking the browser of an end-user, offering incentives for viewing Ads, pop-unders, click-jacking, click-spamming, auto scrolling, forced navigation, auto navigation, dark pages, auto-play video in pop-under with sound off, auto-refresh of ad slots, call video ads behind the video player, referrer stripping or replacement, empty or spoofed domains, unauthorized (re)selling of Ad Inventory, stacked redirects, auto-click on recommendation widget tile, content-recommendation tile trick play, rogue mobile apps auto-loading impressions.
14. “Invalid Traffic Reports”: The notice or document provided by Azerion informing Seller of the Invalid Traffic determined by the administrations of Azerion or contractual third parties such as SSPs, DSPs or Advertiser(s).
15. “Platform”: The technology interface provided by Azerion to Seller during the term of this Agreement allowing viewing of designated information relating to the Services, or the back-end thereof enabling provision of Services without being accessible to Seller. 
16. “Property” or “Properties”:  Any websites, apps, portals or other digital online properties registered by Seller in the Account and accepted by Azerion as well as any other website, app, portal or other digital online property that Seller either owns, operates, controls, or for which it has the contractual right to market Ad Inventory to sell to Advertisers that the Parties agree in writing (e-mail shall suffice) to include in the scope of the Agreement.
17. “Publisher”: the direct owner of the Properties, which may or may not be the Seller. 
18. “Revenue”: Actually received revenues generated through the Service(s) for sale of Seller’s Ad Inventory after any necessary adjustments as per Article 5, minus deductions including but not limited to: (i) any amounts for which Azerion has not received full payment from buyers, regardless of the reason thereof; (ii) amounts related to Invalid Traffic; (iii) any technology costs that Azerion must pay to third parties in order to provide the Services; (iv) amounts related to optimization charges or statistical discrepancies; and (v) currency differences (together the “Deductions”). Revenue is calculated exclusive of any applicable VAT, but Azerion may add VAT to its Fee or Deductions if required by law.
19. “Sanctioned Person” means at any time during the term of this Agreement, any natural person, corporation, or other legal entity: (i) listed on any Sanctions-related list of designated or blocked Persons; (ii) that is any agency or instrumentality of the government of, resident in, or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions from time to time (as of the date of this Agreement) Cuba, Iran, North Korea, the Crimea Region of Ukraine, Donetsk People’s Republic  and Luhansk People’s Republic, and Syria); or (iii) 50% or more owned or controlled by any of, including a combination of, the foregoing.
20. “Sanction” means individually and collectively, any and all applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by: (i) the United States of America, including those administered by Office of Foreign Asset Control (OFAC), the U.S. Department of State or through any existing or future executive order; (ii) the United Nations, (iii) the European Union or any European Union member state; (iv) HM Treasury of the United Kingdom; or (v) other similar governmental authority having jurisdiction over any Party to this Agreement.
21. “Service(s)”: The solution delivered by Azerion that enables monetization of the Ad inventory and selling Ad Inventory to Advertisers, whereby the Ad Inventory is sold with the authorization of Publishers and Seller to Advertisers and Revenue is collected for Ads shown
22. “SDK”/ “Tags”: Scripts, tags, and any other software code that Azerion supplies to Seller to include on or in the Properties. 
23. “SSP-Provider(s)”: A provider of supply-side platform or sell-side platform (“SSP”), which is a technology platform that Azerion may engage to enable monetization of Seller’s Ad Inventory. 
24. “Supply Guidelines”: The requirements surrounding the Properties, the Ad Inventory and the implementation of Ads set out in the Azerion Supply Guidelines published at https://improvedigital.com/terms-conditions/supply-yield/, as amended from time to time in accordance with Article 3, which are incorporated into and form part of the Agreement.

25. “Visitor”: A unique individual consuming media services, content or performing any other digital activity and therewith generating Ad Inventory and Impressions.

2. Selling Ad Inventory Through the Platform
   1. During the term of this Agreement, Seller grants Azerion an exclusive authorization to market and sell the Ad Inventory globally on behalf of the Seller and to enable serving Ads on the Properties. 
   2. Subject to Seller’s continued compliance with this Agreement and any subsequent arrangements concerning the same, Azerion grants Seller a non-transferable, non-exclusive license to use the Platform, including the Tags and the SDK, in conjunction with the Properties solely as contemplated by this Agreement. Azerion reserves all rights not expressly granted to Seller herein. 
   3. Azerion will enable Seller to integrate an Azerion Pixel into their Properties. The provision and use of Azerion Pixel shall be for the purpose of enabling improved monetization capabilities by the Parties and Azerion may cease provision thereof at its discretion. Azerion Pixel is provided to Seller solely within the scope of this Agreement and Seller shall not make use thereof other than as specified herein. If, during monetization of Ad Inventory through Azerion’s Service(s) the Seller otherwise makes use of related 1^st party data, Seller shall do so only at its own cost and liability and in compliance with applicable legislation.  Seller shall obtain necessary consents and authorizations for use of Azerion Pixel if and as required by law, and Azerion shall not be liable for, and Seller shall indemnify Azerion of, any damages that may be incurred due to Seller’s use of Azerion Pixel. 
   4. Azerion reserves the right to place limits, in whole or in part, on the provision of the Platform or Service(s) and/or selling the Ad Inventory and placing Ads at any time in its reasonable and sole discretion in case Seller does not meet its obligations under this Agreement. Seller is entitled to notify Azerion of complaints related to any non-compliance with the terms and conditions or of applicable laws by sending an e-mail to ____@____.com. Azerion will address the complaints without undue delay and inform Seller of its reasoned decision.
   5. Seller shall register and maintain a single Account. Seller is responsible for keeping its Account credentials confidential and for all acts and omissions performed through its Account, and shall notify Azerion without undue delay of any unauthorised use. Seller shall not register or operate more than one Account, and shall not register a new Account following suspension or termination of a previous Account, without the prior written consent of Azerion.
   6. Ad Inventory may be made available to the Platform only from Properties which Seller has registered in the Account and which Azerion has accepted. Azerion may make acceptance of a Property conditional on verification of Seller’s ownership or control of that Property and on correct implementation of ads.txt, and may reject or remove any Property at any time at its discretion.
   7. In addition to its rights elsewhere in the Agreement, Azerion may suspend the Account, the Services or the monetization of any Property, in whole or in part and with immediate effect, where Azerion considers this necessary in connection with (i) applicable Sanctions or Seller’s failure to satisfy Azerion’s screening or verification requirements, (ii) a requirement, request or claim of a buyer, an SSP-Provider, a regulator or a court, (iii) a suspected security incident or unauthorised access to the Account, or (iv) a material legal or reputational risk to Azerion. Azerion shall inform Seller of any such suspension without undue delay.
   8. Azerion may engage third-parties, including any Azerion corporate affiliates or business partners, to perform part of the Services, including operation of the Platform where applicable, as a subcontractor or service partner. All rights and obligations of Azerion under this Agreement may be partially or fully granted in turn by Azerion to its corporate affiliates or business partners as it deems appropriate to facilitate operation of the Platform and perform related services. 
3. Operational Obligations of the Parties 
   1. Seller declares that it is an Authorized Digital Seller for the Ad Inventory made available by Seller to the Platform and that Seller’s ads.txt ID for Azerion or any of its sales partners are implemented as Authorized Digital Seller(s) on the ads.txt of the Publishers or content owners owning this Ad Inventory as provided by Azerion. Upon explicit agreement of the parties, Azerion may implement the ads.txt ID of Azerion or its sales partners to Publishers’ ads.txt’s instead of Seller; in which case all liability for actions taken to perform such implementation shall rest with Seller and such agreement shall be understood to include an authorization to Azerion in order to implement the ads.txt on Seller’s behalf, as well as a warranty by Seller that they are authorized to perform such procedure and have it performed by Azerion.

2. Seller shall provide accurate information to Azerion and shall comply with the technical requirements and/or specifications provided by Azerion, either within the Agreement or as agreed through other written means, for the purpose of enabling appropriate use of the Service(s) for use in conjunction with the Properties, to market and sell the Ad Inventory, which may include implementing the Azerion Tags and/or SDKs on the Properties or in the related ad server. Azerion reserves the right to approve or request changes in Seller’s implementation of the technical requirements and/or specification prior to Seller’s use of the Platform. Seller shall have sole responsibility for performing these operations. For avoidance of doubt, Azerion shall have no liability to pay Seller for any Ads improperly served as a result of Seller’s failure to properly implement Azerion’s technical requirements and/or specifications.
3. Seller acknowledges and agrees that Azerion may request Seller to cease sending certain Ad Inventory at any time and that the provided Ad Inventory shall be in compliance with the Supply Guidelines referenced herein at all times.
4. Detection or any reasonable suspicion of any Invalid Traffic or other non-compliance with the terms of this Agreement, including the Supply Guidelines, gives Azerion the right to:  (i) de-activate Seller‘s account, temporarily or permanently, in full or in part; (ii) withhold any Revenue; (iii) obtain a refund of prior payments (or any portion thereof) made to Seller relating to Invalid Traffic or other non-compliance, unless Seller incontestably proves that it in no way monetized or otherwise provided Invalid Traffic, or did indeed fully comply with the terms of this Agreement. 
5. Seller shall not, shall not attempt to, misuse, modify, reverse engineer, or otherwise make commercial use of Azerion Pixel except for the purpose expressly stated herein. Azerion reserves the right to suspend the provision of Azerion Pixel or use thereof at any time in the event that use by the Seller is considered in breach of the Agreement, in violation of applicable laws or commercially unviable by either Party.
6. In order to be able to detect such Invalid Traffic and control Ad Inventory quality Azerion has the right to use third party verification tools and Seller is obliged to assist and to cooperate with Azerion in this endeavor where and when needed. Unless indicated otherwise through the Platform or in writing (e-mail sufficient), any costs associated with the deployment and/or use of third party verification tools by Azerion are at the expense of Seller to the extent that a breach of this Agreement, of applicable laws or of industry standards by Seller has caused such costs.
7. Azerion will communicate any changes to the Supply Guidelines. Such changes will take effect 10 business days after the revised Supply Guidelines are published and notice of the change is sent to the e-mail address registered in the Account or given within the Account. If Seller cannot reasonably be held to continue the Agreement following such changes, it shall have the right to terminate this Agreement with immediate effect with written notice. In such a case, Seller has no right to claim compensation from Azerion. Continued use of the Platform and associated services after said 10 days have lapsed shall constitute acceptance of the changes. 
8. Seller will not alter, change or modify, in any way whatsoever, the SDK and/or Tags provided by Azerion, unless the Parties mutually agree to any such modification, or upon termination of the Agreement and removal of the SDK and/or Tags from Seller’s Properties. 
9. Seller hereby agrees to adhere to all applicable policies of the SSP-Providers as communicated by Azerion to Seller to enable monetization of Ad Inventory through engagement thereof.
10. Azerion will provide the Services under this Agreement, including access to the Platform, the Tags and SDK, the selling of Ad Inventory, and any associated services to the best of its knowledge and capabilities, and in a professional and workmanlike manner in accordance with generally accepted industry standards, but cannot and does not warrant or guarantee that the Platform will be available at all times or operate error free, or that Seller will generate a guaranteed level of Revenue while using the Platform for the sale of Ad Inventory on its Properties.
11. Supply Guidelines
    1. Seller shall ensure that the Properties, the Ad Inventory and Seller’s use of the Services comply with the Supply Guidelines at all times. The Supply Guidelines are published at https://improvedigital.com/terms-conditions/supply-yield/,, are made available to Seller before acceptance of these Terms, and are incorporated into and form part of the Agreement. The Supply Guidelines set out, among other requirements, the prohibitions on interfering with the presentation of Ads, on commercially exploiting the Platform or the Services, on generating Invalid Traffic, on placing Ads outside accepted Properties, on Properties generated by adware, spyware, malware or file-sharing applications, on harmful code, and on Properties or Ad Inventory containing or promoting illegal, infringing or otherwise prohibited content.

2. Azerion may communicate further guidelines to Seller relating to the Ad Inventory or Properties, whether for purposes of compliance or successful technical integration with the Services. Such communications shall be performed in writing and will be considered part of Supply Guidelines and be binding on the Seller upon receipt thereof. Azerion has the right to suspend provision of the Services in regard to any Ad Inventory or Properties that are not in compliance with the Supply Guidelines or applicable laws. Severe or repeated violation of this section may result in (i) partial or full suspension of the Services, (ii) deduction or claw-back of amounts paid or payable to Seller for breaching Ad Inventory, (iii) suspension or ban of Sellers account with Azerion for the Services. 
3. Where Azerion notifies Seller that any Property, content or Ad Inventory is or may be illegal, in breach of the Supply Guidelines, or in breach of Regulation (EU) 2022/2065, Seller shall remove or disable access to it and confirm to Azerion that it has done so within twenty-four (24) hours of the notice. Azerion may in addition suspend the monetization of the relevant Property or Ad Inventory with immediate effect and for as long as it considers necessary.

4. Seller understands and agrees that benchmarks such as Listen-Through Rate, View-Through Rate or Viewability Rate, each as understood under applicable industry standards or Azerion’s available reporting thereof as a measure of an Advertisement being actually viewed, heard or otherwise consumed by a given visitor of a Property, are important parameters for Buyers and thereby have an effect on monetization. In the event these parameters fall below industry or Buyer satisfaction standards, Azerion and Seller shall cooperate in good faith to resolve the issue. Regardless, large volumes or consistent periods of low rates in the above parameters shall give Azerion the right, at its sole discretion, to treat related traffic as IVT under this Agreement

5. Revenue, Fee and Payment
   1. Azerion is entitled to the Fee. The Fee is determined by Azerion from time to time, taking into account factors including the quality of the traffic, the region of the Visitors, the format of the Ad Inventory, the channel of distribution, seasonality and the performance of the Ad Inventory. The Fee applicable to a calendar month is stated in the corresponding invoice. Notwithstanding the manner in which the Fee is determined, the amount payable to Seller in respect of a calendar month shall not be less than sixty percent (60%) of the Revenue for that month, and the Fee shall accordingly not exceed forty percent (40%) of the Revenue for that month.
   2. The minimum share and the maximum Fee set out in the preceding Article apply to amounts otherwise payable to Seller. They do not limit any right of Azerion under the Agreement to make Deductions, to withhold or reclaim any amount, to set off, to claw back amounts already paid, or to treat traffic as Invalid Traffic.
   3. Azerion Statistics shall be measured through the servers of Azerion or third-party contractual partners to determine the number of delivered Impressions necessary for calculation of the Revenue. Any required Deductions shall be deducted from the Revenue, and the amount due to Seller net Fees and Deductions shall be made available to the Seller in the corresponding invoice. Statistics displayed on the Platform interface is solely for information purposes. Seller accepts that Azerion’s measurements, as well as amounts due as seen in the invoices are final and shall prevail over any other measurements. 
   4. For any trading through the Services, Azerion will act in its own name and for its own account between Seller and Advertiser. As a result, Seller will receive an invoice from Azerion through self-billing. Seller agrees that Azerion issues these invoices in the name and on behalf of Seller, and that each such invoice is deemed accepted by Seller in accordance with the invoice dispute provisions of this Article. Azerion will sell the Ad Inventory to Advertiser and will subsequently invoice Advertiser. Azerion reserves the right to adjust invoices as described in the Agreement. In the event that a necessary adjustment or Deduction is not reflected in the invoice to Seller for that month due to any reason, Azerion reserves the right to reflect the Deduction in later invoices, set off the amount against future payments to Seller or require refund thereof as necessitated by the circumstances in Azerion’s discretion.
   5. On a monthly basis, within thirty (30) days after month end, Azerion will provide an invoice indicating the amount due to Seller for the previous month. For the avoidance of doubt, the total amount to be paid out will be the Revenue minus the Fee. Azerion will pay the net amount within sixty (60) days after issuing the month end invoices and amounts are paid in Euros, unless specified otherwise in writing.
   6. Seller shall notify Azerion of any dispute regarding an invoice, in writing and stating reasons, within fifteen (15) days of the date on which the invoice is issued or made available in the Account. An invoice which is not disputed within that period is deemed accepted by Seller and is final and binding between the Parties, without prejudice to the preceding provisions of this Article on Azerion Statistics.
   7. Payments to Seller are due and payable only if and to the extent that Azerion determines that Seller and the Properties have remained in compliance with the Agreement, including the Supply Guidelines, throughout the period to which the payment relates and up to the date on which the payment is made. Where Azerion determines that this has not been the case, the corresponding amounts are not due, and any amount already paid in respect of that period may be reclaimed or set off, whether the non-compliance is identified before or after payment.
   8. Azerion may withhold payment of any amount until Seller has provided, and Azerion has been able to verify, the identity, entity, tax and bank account details of Seller and, where Azerion considers it necessary, evidence of Seller’s ownership or control of each Property. Azerion shall inform Seller of the information it requires. Where that information has been provided and verified, the amounts withheld become payable in the next payment cycle. Where it has not been provided and verified within three (3) months of Azerion’s request, Azerion may terminate the Agreement with immediate effect, in which case the provisions of the Agreement on amounts remaining unpaid following termination apply. No interest accrues on amounts withheld under this provision.
   9. Seller shall not set off any amount payable to it under the Agreement against any amount it owes to Azerion, and shall not suspend performance of any of its obligations under the Agreement. Azerion may set off any amount payable to Seller against any amount owed by Seller to Azerion or to any of its affiliates.
   10. Seller agrees to pay or to bear the costs of all applicable taxes and charges imposed by any government entity in connection with this Agreement, including without limitation taxes and charges related to Seller’s receipt of Revenue, except for taxes on Azerion’s income. Notwithstanding the foregoing, in the event Azerion operates in multiple jurisdictions, Azerion may appoint another Azerion entity through which invoicing and/or provision of Services may be performed.
   11. The amounts due to Seller will only be payable by Azerion if and to the extent that Azerion has collected full payment from Advertisers, including the right of Azerion to set-off or claw-back regarding amounts not paid by Advertisers. Parties hereby agree that Azerion has no delcredere obligation in regards to the Agreement. Any amount which remains uncollected four (4) months after the date of the invoice issued by Azerion to the relevant Advertiser, or which Azerion determines in its reasonable discretion will not be paid, is deemed unrecoverable and ceases to be payable to Seller. Seller hereby grants Azerion the right to disclose aggregate spend numbers/Azerion Statistics on Publisher level to an Advertiser and its clients for reporting and analysis purposes.
6. Representations and Warranties
   1. Each Party hereby represents and warrants to the other Party that: (i) it has the full right, power, and authority to enter into this Agreement, and to perform the acts required of it herein; (ii) the execution of this Agreement by the Party, and the performance of its binding obligations set forth within the Agreement, do not and will not violate any agreement to which it is a party or bound by; (iii) upon execution, this Agreement will constitute a valid and binding obligation of the Party, enforceable against such Party in accordance with the terms herein; (iv) it shall conduct its business and perform its obligations under the Agreement in compliance with all applicable laws, rules, and regulations; and (v) there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or to enter into or perform its obligations under this Agreement, or which adversely affect its financial condition or operations.
   2. Seller represents and warrants that it;

• will provide all information to Azerion that Azerion reasonably requires to perform the Services per the Agreement and all information provided in connection with this Agreement will be accurate, complete and current,
• shall be solely responsible for the content of the Properties and ensuring that the Properties shall comply with all applicable laws, regulations, trade association standards and any other requirements which may apply to the Properties,
• has acquired the authorizations of all the right holders, if any, of the content of the Properties whether such right holders be other publishers, authors, composers, producers, photographers, performers or any right holders other than the Seller, to ensure that no third-party claims arise in regards to the use and monetization of the Properties or Inventory, 
• shall not infringe any third-party rights (including but not limited to Intellectual Property Rights) through any action or inaction within the scope of this Agreement, and has all necessary licenses and clearances to use the Properties.
• complies and will comply with Regulation (EU) 2022/2065 (the Digital Services Act) and with all other content, platform and advertising regulation applicable to the Properties, and shall fully defend, indemnify and hold harmless (volledig vrijwaren) Azerion against any claim, enforcement action, penalty or liability arising from any failure to do so,
• shall not make Ad Inventory available through the Services for the placement of political advertising within the meaning of Regulation (EU) 2024/900 without the prior written consent of Azerion, and shall provide Azerion without delay with the information and labelling required under that Regulation in respect of any such advertising served on the Properties through the Services,
• is, where any Property is owned or operated by a Publisher or other third party other than Seller, responsible for that party’s compliance with the Agreement as if it were Seller, and has contractual arrangements in place with that party imposing obligations no less onerous than those undertaken by Seller under the Agreement,
• neither Seller, nor any person(s) or entity(ies) owning or controlling (whether individually or collectively) 50% or more of Seller, is a Sanctioned Person,
• neither Seller nor its agents, directly or knowingly indirectly: (a) has transacted any business with, provided or received any services to/from, or otherwise acted for the benefit of any Sanctioned Person; or (b) will transact any business with, provide or receive any services from, or otherwise act for the benefit of any Sanctioned Person.
• shall in fulfillment of its obligations in this Agreement, follow reasonable procedures and conduct appropriate due diligence to assure that it does not engage, formally or informally, with any Sanctioned Person in connection with its performance under this Agreement. Seller agrees that if such activity is identified or if Seller itself becomes subject to any Sanctions whether directly or because of 50% or more ownership by one or more Sanctioned Persons), it will immediately notify Azerion, which may, in its sole discretion, immediately suspend or terminate this Agreement and/or any agreement between the Parties, without limiting any other right, without liability and without a notice period.

3. Azerion represents and warrants that;

• it is the sole owner of the Platform; and 
• has secured all necessary licenses, consents and authorizations for operation thereof, and for provision of the Service(s)
• no (intellectual and/or industrial property) rights of any third party are infringed by the technology of the Platform. 

7. Disclaimer of Warranties

UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, AZERION’S OBLIGATIONS PER THE AGREEMENT ARE CONSIDERED OBLIGATIONS OF EFFORT AND AZERION DOES NOT MAKE ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. AZERION EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. WITHOUT DETRIMENT TO THE FOREGOING AND WITHOUT LIMITATION OF THE EXPRESS WARRANTIES HEREUNDER, AZERION EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND SECURE OR OPERATE WITHOUT ERROR OR THAT ANY ELEMENT OF THE SERVICE WILL OPERATE WITHOUT ERROR. 

8. Indemnification and Limitation of Liability
   1. Azerion’s  total aggregate liability in connection with an attributable failure to fulfil any obligations under the Agreement, a wrongful act and/or any other legal grounds, for any kind of damage including claims of third parties, including Data Subjects and regulatory authorities, will (cumulatively) be limited to the amounts paid by Azerion to Seller for the Services per the Agreement in the three (3) months prior to the date the alleged failure to fulfil any obligations under an Agreement and/or the wrongful act first arose, but in no event to exceed €25,000 (twenty-five thousand Euro).The limitations of liability in the above provisions are not applicable in case of willful misconduct or gross negligence (opzet en bewuste roekeloosheid). 
   2. Azerion is not liable for any indirect, special or consequential damages, including, without limitation, any loss or damage to business earnings, lost profits or goodwill, suffered by any person and will have no obligation or liability to Seller if a claim is made with the competent court after a period of one (1) year from the date on which Seller was aware or could have been aware of the facts on which the claim is based.
   3. Seller shall fully defend, indemnify and hold harmless (volledig vrijwaren) Azerion from any and all government enforcement action, third party claims, including from Data Subjects, and/or liabilities (including reasonable attorneys’ fees) resulting from any breach of its obligations, representations or warranties herein. Azerion indemnifies Seller against all claims of third parties relating to infringement of intellectual property rights by  the  technology of the Platform, and will compensate Seller on demand for damages suffered by Seller as a consequence and in connection with such an infringement.
   4. Azerion assumes no liability or responsibility for: (i) any errors, mistakes, or inaccuracies incorporated into the Platform or  Services or any third party ad-serving content products and/or services, (ii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Azerion product and/or any third party ad-serving or otherwise, or (iii) any partial removal and/or termination of any third party ad-serving content products and/or services at any time whatsoever. 

9. Data Protection
   1.  Parties shall comply with data protection obligations described in the Data Protection Addendum and, where Azerion provides a consent management platform or the Azerion Pixel, in the Data Processing Agreement, each published at improvedigital.com/terms-conditions/dpa/yield, made available to Seller before acceptance of these Terms and accepted by Seller together with these Terms.
10. Notifications and Party Information
    1. All notifications shall be sent to the contact information registered in the Account. Such notifications shall only be deemed valid if done to the correct notice address in writing. Notices to Seller may be given by e-mail to the address registered in the Account or by notice within the Account, and are deemed received on the day of sending or posting. Seller shall keep the contact, billing and payment details in its Account complete, accurate and current at all times.
    2. In the event that the provided contact or payment information is changed, said change must be notified to the other Party immediately and notifications or payments performed in line with the previously provided information shall be considered valid unless and until such change is notified to the notifying Party. 
11. Term and Termination
    1. The term of this Agreement will begin on the Effective Date determined in accordance with the acceptance provisions of these Terms and will be entered into for an initial term of one (1) year (“Term”). Thereafter, the Agreement shall automatically renew for the same period of time, unless terminated by either Party in writing (including e-mail) upon three (3) month written notice prior to the end of the initial or any subsequent Term. Notwithstanding the foregoing, Azerion may terminate the Agreement without cause at any time. 
    2. This Agreement may be immediately terminated for cause by either Party (without prejudice to any other right or remedy available to it), and by written notice to the other Party at any time in the event of any one or more of the following:
       1. any material breach by the other Party of its obligations under this Agreement has not been cured within five (5) business days of a notice of breach; 
       2. in the event that by reason of any order or judgment of government, court or other authority the continued operation of this Agreement in all its provisions is prevented or delayed or made impossible or impractical for an unspecified period, provided however that in any event, such unspecified, impossible or impractical period shall be no less than thirty (30) days; or
       3. in the event of (provisional) moratorium of payments of the other Party, bankruptcy or file thereof of the other Party, liquidation, dissolution of termination of the company of the other Party.

3. In the event Azerion enters into binding agreements with partners that provide for the serving of Advertisements on Properties for a specific period extending beyond the term of this Agreement, then notwithstanding anything to the contrary set forth herein, this Agreement shall continue to apply in terms of the display of said Advertisements on Properties until the end of the agreed period, and the Term shall be deemed extended only with respect to such placements. In case of non-performance by the Seller of its obligation to complete the display of such Advertisements as agreed between Azerion or Seller and Advertisers, Seller shall compensate Azerion for any damages and expenses suffered in connection with claims of Advertisers due to non-performance of Azerion’s obligations for said Advertisements to be displayed on Properties.

4. Any balance in the Account which is below €100 at the date of termination of this Agreement will remain unpaid. The same applies where the bank details provided by Seller are invalid and Seller does not provide Azerion with valid bank account details within one month of a written notice.

12. Confidentiality
    1. Each Party undertakes to use all documents and all technical, commercial, financial, and other information obtained from the other Party in connection with this Agreement solely for the purpose of performing this Agreement, to keep them confidential and not to disclose the same to any third party unless such disclosure is necessary for the performance of this Agreement. Further, each party undertakes not to disclose to any person, without the prior written consent of the other Party, the existence of any term of this Agreement, or the existence of any information about any dispute or disagreement between the Parties. The foregoing undertakings of confidentiality shall survive the termination of this Agreement.
    2. The foregoing undertakings will not apply to any information which: (i) is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors: (ii) is lawfully received from a third party free of any obligation of confidence at the time of its disclosure; (iii) is independently developed by the recipient, its officers, employees, agents or contractors; or (iv) is required by law, by court or governmental order to be disclosed provided that, to the extent permitted by law, prior to any disclosure, the recipient notifies the disclosing Party and, at the disclosing Party’s request and cost, assists the disclosing Party in opposing any such disclosure.
    3. The Parties’ obligations with respect to Confidential Information will remain in effect for three (3) years from the later of (i) the end of this Agreement, or (ii) the date of last disclosure made by any Party.
    4. Upon termination or expiry of the Agreement, or earlier at the first request of the disclosing Party, each Party shall return or irreversibly destroy all Confidential Information of the other Party in its possession or under its control, together with all copies thereof, and shall confirm in writing that it has done so, save to the extent retention is required by applicable law or results from routine back-up procedures, in which case the confidentiality obligations continue to apply for as long as the Confidential Information is retained.
13. Force Majeure

1. Azerion shall not be liable for any failure or delay of its performance of any respective obligations if prevented from doing so by a Force Majeure. In addition to its effect in the law and jurisprudence, Force Majeure in this instance shall be understood to include all external causes, foreseen or unforeseen, that Azerion cannot influence, but which prevent Azerion from fulfilling its obligations, including but not limited to regulations by any government authority, sanctions, strikes in the business, fire, flood, power outages, interruption, failure or defects in internet, telephone, other interconnection services, electronical or mechanical equipments, staff illnesses of Azerion exceeding ten (10) business days, late delivery or unsuitability of materials, the failure by third parties engaged by Azerion to fulfill their obligations and/or default by one of the suppliers of Azerion.
2. Insofar as compliance is not permanently unfeasible, Azerion’s obligations shall be considered suspended until the effect of Force Majeure is concluded. If the period during which compliance is not feasible due to Force Majeure lasts or looks set to last longer than two (2) months, either Party will be entitled to terminate the Agreement, without any liability to pay damages.
3. If at the time Force Majeure takes effect, Azerion has already partly met its obligations or can only partly meet its obligations, it will be entitled to invoice separately the services that have already been delivered or can be delivered, and Seller will be obliged to settle this invoice as if it concerned a separate agreement. 

14. Intellectual Property Rights
    1. Except as may be expressly provided herein, neither Party will have or obtain any rights in or to any intellectual property of the other Party in connection with the Agreement.
    2. Without limiting the generality of the foregoing, Azerion retains all right, title and interest in and to the Platform and associated services, the technology used by Azerion to operate the same, Azerion’s trademarks, and all enhancements made by Azerion to any of the foregoing from time to time, including but not limited to all patent, trademark, copyright, trade secret and all other intellectual property rights in the foregoing. Seller may not use the Platform and associated services except pursuant to the limited rights expressly granted in this Agreement and all rights not expressly granted herein are reserved by Azerion.
    3. Seller will not, and will not attempt to, and will not assist or knowingly permit any third party to: (i) alter, modify, adjust, copy, reproduce, delete, damage, disassemble, decompile, reverse engineer or create derivative works of the Platform and associated services and/or tools of third party suppliers instructed by Azerion, or any portion thereof; or (ii) breach, disable, tamper or interfere with the proper operation of the Platform and associated services and/or tools of third parties, or with any security measures designed to protect the Platform and associated services and/or tools of third party suppliers instructed by Azerion and Seller will compensate Azerion for any damages and costs Azerion may suffer due to breach of the above.
    4. Seller guarantees that no (intellectual and/or industrial property) rights of any third party are infringed by the Ad Inventory or any other data supplied by Seller to Azerion in connection with the Platform and associated services. Seller indemnifies Azerion against all claims of third parties in this regard and will compensate Azerion on demand for damages suffered as a consequence and in connection with such an infringement.
15. Miscellaneous
    1. The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Azerion acts at all times as principal and for its own account and risk, and does not act as agent, representative, trustee or fiduciary of Seller and owes Seller no fiduciary duty. Revenue payable to Seller reflects the economics of the Services provided under this Agreement only, and Seller has no right to information about, and no claim against, any consideration received by Azerion or by any of its affiliates at any other level of the monetization chain.
    2. Seller may not assign, subcontract or otherwise transfer, or delegate, its rights and/or obligations to any third party under this Agreement, in whole or in part, except with the prior written consent of Azerion which shall not be unreasonably withheld or delayed. Seller hereby acknowledges and accepts that Azerion may assign, subcontract or otherwise transfer, or delegate its rights and obligations under this Agreement.
    3. The failure of either Party to enforce or to exercise, at any time or for any period of time, any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party’s right later to enforce or to exercise it.
    4. If any term of this Agreement is found to be illegal, invalid, or unenforceable under any applicable law, such term shall be construed in accordance with such law and the general purpose of the Agreement and shall in no way affect the legality, validity, or enforceability of the remaining terms.
    5. Azerion may amend these Terms. Azerion shall notify Seller of the amendment by e-mail to the address registered in the Account or by notice within the Account, and shall publish the amended version. An amendment made for legal or regulatory reasons takes effect immediately upon notice. Any other amendment takes effect fifteen (15) days after the notice, or thirty (30) days after the notice where the amendment is material. Seller may object to an amendment of a material commercial term by written notice given before the amendment takes effect, in which case Seller may terminate the Agreement with effect from the date on which the amendment takes effect. Continued use of the Platform or the Services on or after the date on which the amendment takes effect constitutes acceptance of the amendment. No other modification of the Agreement is binding on Azerion unless agreed in writing.
    6. This Agreement contains all the terms agreed between the Parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. 
    7. This Agreement shall be governed under the laws of the Netherlands. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be brought solely before the Courts of Amsterdam, the Netherlands.  
    8. Each Party shall bear its own costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement.
    9. Seller waives its rights to dissolve (ontbinden) or annul (vernietigen) the Agreement in whole or in part, and its right to demand amendment of the Agreement, on any ground, without prejudice to the termination rights expressly granted to Seller in the Agreement.
    10. The provisions of the Agreement which by their nature are intended to survive its end, including those concerning amounts accrued before termination, representations and warranties, disclaimer of warranties, indemnification and limitation of liability, data protection, confidentiality, intellectual property rights, and governing law and jurisdiction, survive termination or expiry of the Agreement.
    11. These Terms are drawn up in English. Any translation is provided for convenience only and, in case of discrepancy, the English version prevails.