WORDSEED LTD TERMS OF USE FOR ADVERTISERS

1.1 By submitting an Application Form, or by accessing the Wordseed Platform, the Person named in the Application Form (the “Advertiser”) is offering to participate in the Network to be marketed, and/or to have its Products marketed.

1.2 Acceptance of any Application Form is subject to the sole discretion of Wordseed Ltd (“Wordseed”) of 66 High Street, Oxfordshire, OX7 6LE, incorporated in England and Wales with company number 13133041. Acceptance or rejection of the Application Form will be notified to the proposed Advertiser by email.

1.3 On acceptance of the Application Form by Wordseed, these Terms will constitute a legally binding “Agreement” entered into by Wordseed and the Advertiser. On rejection of the Application Form, no agreement will be formed.

1.4 The Advertiser is the operator of a website, used for the purposes of selling a product or service including, but not limited to, a brand’s ecommerce store, an online retailer or a software developer. By entering into this Agreement with Wordseed, the Advertiser will join the Network to connect with Publishers to use a service to receive website Visitors.

1.5 This Agreement prevails over any terms supplied by the Advertiser.

1.6 Any individual contracting on their own behalf warrants that they are aged 18 or over. Any individual completing the Application Form on behalf of a proposed Advertiser warrants that they have all necessary authority to enter into a contract.

2.1 The following definitions and rules of interpretation apply in this Agreement:

“Admin” means a single Authorised User with full access to, and control of, the Advertiser Account and which is at all times authorised to act on behalf of the Advertiser and bind the Advertiser;

“Advertiser” means a Person that has agreed with Wordseed to join the Network to be marketed, and/or to have its Products marketed;

“Advertiser Account” means the respective account of the Advertiser on the Platform;

“Advertiser Materials” means any trademarks, advertising content, images, text, video, data or other material provided by or on behalf of a Advertiser to Wordseed, or Publisher;

“Advertiser URLs” means any websites, apps or services to which the Publisher may link;

“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising any generally accepted self regulatory codes of practice, and any related guidance or best practice advice;

“Application Form” means the registration form by which operators of websites, applications, technologies or services apply to participate in the Network;

“Authorised User” means an individual permitted to view, or view and operate, the Advertiser Account on behalf of the Advertiser, by its individual Authorised User Account, as set out in clause 3;

“Authorised User Account” means the account of an individual on the Wordseed Platform, permitted to view, or view and operate, the Advertiser Account on behalf of the Advertiser, as set out in clause 3;

“Budget” means the amount of money the Advertiser agrees to spend on the Wordseed Platform per month for Managed Campaigns and in total for Direct Campaigns;

“Business Day” means a day other than a Saturday, Sunday or national public holiday in England;

“Campaign” means an ongoing marketing program of an Advertiser on the Network, for the promotion of the Advertiser and/or its Products in accordance with this Agreement;

“Campaign Terms” means any terms and conditions, including CPC rate or other requirements applied by a Advertiser to the participation in its Campaign;

“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Click Records only;

“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which:

(i) is marked or identified as confidential; or

(ii) would be regarded as confidential by a reasonable business person;

“Content” means any marketing material including images, logos, products, promotions, advertisements and other materials or information;

“CPC Rate” means a Commission earned per valid Click;

“Data Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the GDPR or ePrivacy and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;

“Direct Campaign” is a campaign type where Advertisers select the Publishers they wish to work with;

“Effective Date” means the date of acceptance of the Application Form by Wordseed;

“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);

“FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople;

“GDPR” means the EU General Data Protection Regulation 2016/679;

“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any 4 database rights in the Network), topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Link” means a hyperlink from a Promotional Space to an Advertiser URL;

“Managed Campaign” is a campaign type where WordSeed automates the selection of Publishers and uses an algorithm to manage performance optimisation;

“Network” means the marketing network of Publishers and Advertisers operated by Wordseed to facilitate marketing;

“Notice Period” means the time in between an email notification of an upcoming change, including but not limited to CPC Rate updates, and the change coming into effect;

“Offer” means an offer to one or more Publishers to work together on a Direct Campaign;

“Platform” means the software platform operated by Wordseed;

“Publisher” means a Person that has agreed with Wordseed to join the Network to market the Products of Advertisers. They are the operator of a Publisher Service;

“Product” means a product, service or equivalent offered by an Advertiser on any Advertiser URL;

“Promotional Space” means any advertising inventory appearing on the Publisher Service, or means of delivering Advertiser Materials enabled by the Publisher Service;

“Publisher Service” means a website, application, service or social media account operated by the Publisher capable of marketing Advertisers and their respective Products;

“Suspension” means the suspension by Wordseed of the Advertiser’s participation in the Network for a period of time, including the following:

(i) preventing the Advertiser from accessing the Platform;

(ii) ceasing to track Clicks;

(iii) removing any Advertiser Materials from the Publisher Service and “Suspend” shall be interpreted accordingly;

“Term” means the term of this Agreement from the Effective Date until its termination in accordance with clause 13 or 16.5;

“Visitor” means any Person who follows a Link.

2.2 In this Agreement:

2.2.1 any meanings given to terms in the Application Form shall apply to these Terms;

2.2.2 “include” or “including” is without limitation;

2.2.3 the singular will include reference to the plural and vice versa;

2.2.4 a “Person” includes an individual, company, partnership or unincorporated association;

2.2.5 “writing” and “written" includes emails.

2.3 If there is a conflict between the Application Form and the Terms, the Terms shall prevail.

3.1 Subject to the Advertiser’s compliance with this Agreement, Wordseed will:

3.1.1 permit the Advertiser’s participation in the Network to gain a listing on the Platform; and

3.1.2 grant the Advertiser access to the Platform.

3.2 Wordseed may change any aspect of the Platform at its sole discretion.

3.3 On the Effective Date, the Advertiser shall:

3.3.1 register an Advertiser Account; and

3.3.2 nominate an Authorised User as Admin of that Advertiser Account.

3.4 Each Advertiser Account may have only one Admin, and must have an Admin at all times. Each Advertiser Account may have a reasonable number of Authorised Users.

3.5 The Admin may assign the Admin role to another Authorised User via the Platform at any time. Assignment of the Admin role does not affect the Advertiser’s rights and obligations under this Agreement.

3.6 To the extent enabled by the Platform, Authorised Users shall be allocated permissions to view, or view and operate, the Advertiser Account by the Admin, acting on behalf of the Advertiser. Authorised Users may, on behalf of the Advertiser, also allocate permissions to view, or view and operate, the Advertiser Account, provided that no Authorised User may grant greater permissions than they themselves hold. The Admin may, at any time, withdraw the permission of any Authorised User to view and/or operate the Advertiser Account.

3.7 The Advertiser undertakes that:

3.7.1 the Admin shall remain authorised to act on behalf of the Advertiser and bind the Advertiser;

3.7.2 all Authorised Users are permitted to view, or view and operate, the Advertiser Account in accordance with any permissions granted on the Platform, which shall be kept up to date by the Advertiser;

3.7.3 it shall use best endeavours to ensure that the Admin and all Authorised Users shall:

(i) access the Platform in their own name under their own Authorised User Account; and

(ii) keep any passwords confidential.

3.8 Wordseed shall not be liable for any losses or damages suffered by the Advertiser due to the disclosure of any Authorised User Account passwords.

3.9 The Advertiser shall remain primarily responsible and liable for all activities occurring under any of the Authorised User Accounts and the acts or omissions of any Authorised User.

3.10 If the Advertiser suspects that a third party has gained unauthorised access to access data, the Advertiser shall inform Wordseed immediately by sending an email to [email protected] or such other email as may be notified to the Advertiser from time to time.

3.11 Wordseed may Suspend or withdraw any Authorised User Accounts at its discretion, or on request by the Advertiser.

4.1 WordSeed provides a service to send Visitors to an Advertiser’s website using a Network of Publishers.

4.2 For Managed Campaigns, the Advertiser agrees to provide a CPC Rate and a monthly Budget for use in their Campaign. The CPC Rate and Budget can be increased at any time and can be decreased after a 10 Business Days Notice Period. The monthly Budget cannot be further reduced, during any Notice Period.

4.3 Subject to a 10 Business Day Notice Period, an Advertiser may remove Publishers from ongoing Managed Campaigns at their discretion.

4.4 For Direct Campaigns, the Advertiser makes an Offer to one or more Publishers using the Platform. The Offer details the desired Budget for the campaign, the CPC Rate, the Campaign duration and Advertiser Materials. Once a Campaign is accepted by a Publisher, it cannot be amended, aside from to increase the Budget, CPC Rate or duration.

4.5 WordSeed will provide a dashboard and reports to enable the Advertiser to assess the performance of their Campaign.

5.1 The Click Records and Campaign Terms will be the sole basis for recording and determining Clicks. No other means of recording or determining Clicks shall be used under this Agreement, notwithstanding any agreement or arrangement between the Advertiser and any Publishers to the contrary.

6.1 The amount payable by the Advertiser to Wordseed will be set out within the Platform. Figure amounts are stated as being payable, plus a percentage of value added tax, if applicable.

6.2 Wordseed will issue invoices to the Advertiser and all amounts payable will be paid in cleared funds without any set-off, deduction or withholding except as may be required by applicable law.

6.3 For Managed Campaigns, invoices are payable on a monthly basis or when the agreed spend threshold is reached, whichever comes first. For Direct Campaigns, invoices are payable on a monthly basis, when the agreed spend threshold is reached or at the end of the Campaign.

6.4 If the Advertiser is required by applicable law to make any deduction or to withhold any part of any amount due Wordseed under this Agreement, the Advertiser will give to Wordseed proper evidence of the amount deducted or withheld and payment of that amount to the relevant counterparty, and will do all things in its power to enable or assist Wordseed to claim exemption from the same or, if that is not possible, to obtain a credit for the amount deducted or withheld under any applicable double taxation or similar agreement from time to time in force.

6.5 Time of payment is of the essence. Where sums due are not paid to Wordseed in full by the due date:

(a) Wordseed may charge interest on such sums at the rate of 8% per year; and

(b) interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

(c) any costs incurred by Wordseed Ltd or our appointed representatives for collecting late payments may be added to the debt and recovered by the advertiser.

6.6 In the event that Wordseed Ltd is unable to collect any invoices due, the Advertiser’s directors agree to personally guarantee the outstanding balance.

7.1 The Advertiser's participation in the Network does not create any contract between the Advertiser and any Publisher.

7.2 During the term of this Agreement the Advertiser will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Publisher where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search and email marketing) other than under this Agreement, without Wordseed’s prior written approval, unless an existing business relationship pre-dating this Agreement can be proven.

8.1 Each party warrants and undertakes to the other for the Term that:

8.1.1 it has full power and authority to enter into this Agreement;

8.1.2 it holds all licenses and approvals necessary for the performance of its obligations under this Agreement;

8.1.3 it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and

8.1.4 it will not make any false, misleading or disparaging representations or statements regarding the other party.

8.2 The Advertiser warrants and undertakes to Wordseed for the Term that:

8.2.1 all information about the Advertiser set out in the Application Form or on the Platform is complete, true, accurate, not misleading and will be kept up to date;

8.2.2 it shall comply with all relevant tax laws;

8.2.3 it shall not use the Platform other than in accordance with the terms of the licences granted under clause 9, nor use the Platform or any part of it to build a product or service which competes with Wordseed;

8.2.4 it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party.

8.3 The Advertiser will indemnify, defend and hold harmless Wordseed (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Wordseed arising out of or related in any way to any breach by the Advertiser of any of the warranties at clauses 8.1 and 8.2.

9.1 Use of the Wordseed platform may include the need for providing us with your Content.

9.2 The Advertiser grants Wordseed and its subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media in order to provide and promote the products and services. You retain all rights in your Content, subject to the rights you granted to us in this Agreement. You may modify or remove your Content, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the platform.

9.3 Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause 9, or which it creates under this Agreement.

9.4 The Advertiser shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited.

9.5 Either party may identify the other party in lists of clients or customers, and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

10.1 Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential.

10.2 The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:

10.2.1 is in the public domain (other than as a result of a breach of this Agreement);

10.2.2 can be demonstrated as having been independently developed by the receiving party;

10.2.3 is published on the Platform in the implementation of and in accordance with this Agreement;

10.2.4 is required to be disclosed by law or a court order.

10.3 This clause will survive termination for five years.

11.1 Wordseed and the Advertiser will comply with their respective obligations under Data Regulation and in accordance with the applicable data processing annex(es) to these Terms.

12.1 This clause 12 sets out the entire liability of Wordseed and vicarious agents under or in connection with the Agreement. Claims for damages shall be excluded unless otherwise specified in this clause 12.

12.2 Wordseed will not be liable for any losses of the Advertiser if Wordseed’s compliance with the Agreement is prevented by the acts or omissions of the Advertiser.

12.3 Nothing in this Agreement limits or excludes the liability of Wordseed in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement or for mandatory statutory liability.

12.4 Wordseed will not be liable to the Advertiser for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Publisher; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12.5 Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.6 The total liability of Wordseed in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the fee actually received by Wordseed from the Advertiser in the 12 month period preceding the date on which the claim arose.

12.7 The use of the Network and Platform, and the results of such use are provided "as is" to the fullest extent permitted by law. Wordseed disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network and the Platform, their use and the results of such use. The performance of the Network and the Platform relies on third parties beyond Wordseed’s control, and in particular, the maintenance by Publishers. Wordseed specifically disclaims any warranty:

12.7.1 that the use or operation of the Click Records, Network or the Platform will be uninterrupted or error-free;

12.7.2 that the Advertiser URL will be properly formatted;

12.7.3 in respect of the Advertiser Materials, including any warranty that the Advertiser Materials comply with Advertising Standards;

12.7.4 that defects will be corrected;

12.7.5 that the Network or Platform are free of viruses or malicious code;

12.7.6 that any security methods employed will be sufficient;

12.7.7 in respect of any Publisher or its technology and any third party or its technology; and

12.7.8 regarding correctness, accuracy, or reliability.

13.1 This Agreement will start on the Effective Date and continue until terminated in accordance with its terms.

13.2 Either party may terminate the Agreement on 10 Business Days’ written notice to the other party for any reason.

13.3 Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if:

13.3.1 the other party materially breaches this Agreement;

13.3.2 the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

13.4 Wordseed may terminate this Agreement or Suspend the Advertiser, immediately on written notice, if the Advertiser:

13.5 is reasonably suspected by Wordseed to have breached any of the warranties at clauses 8.1 and 8.2;

13.6 Wordseed may terminate this Agreement, immediately on written notice, if the Advertiser undergoes a change of control.

14.1 During any period of Suspension:

14.1.1 the Advertiser is not permitted to access the Platform;

14.1.2 Wordseed may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able).

14.2 On termination of the Agreement:

14.2.1 the Publisher may remove any Advertiser Materials from the Publisher Service;

14.2.2 Wordseed may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able);

14.2.3 each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; and

14.2.4 the Advertiser will pay all outstanding invoices due;

14.3 Termination of this Agreement will not affect any existing rights or remedies.

15.1 Notices given under this Agreement will be in writing and:

15.1.1 displayed by Wordseed on the Platform;

15.1.2 delivered by the Advertiser by hand or sent by pre-paid first-class post or recorded delivery post to Wordseed at Wordseed’s registered office;

15.1.3 delivered by Wordseed by hand or sent by pre-paid first-class post or recorded delivery post to the Advertiser at its notice address as set out in the Platform; or

15.1.4 sent by Wordseed by email to the Advertiser’s email address as set out in the Platform.

15.2 A notice displayed by Wordseed on the Interface will be deemed to have been received at the time of its display (or if displayed outside business hours, at 9 am on the first Business Day following display). A notice delivered by hand will be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by a pre-paid first-class post or recorded delivery post will be deemed to have been received two Business Days after posting. A notice sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9 am on the first Business Day following dispatch).

16.1 Wordseed may change the terms of this Agreement on 14 days’ notice to the Advertiser.

16.2 Certain functionalities or services offered by Wordseed or third parties may be subject to additional terms. Such terms will be communicated to the Advertiser before those functionalities or services are supplied, including by displaying on the Platform.

16.3 Wordseed may set off any liability of the Advertiser against any liability of Wordseed.

16.4 No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”).

16.5 The Advertiser may not assign or subcontract its rights or obligations under this Agreement in whole or part without Wordseed's prior written consent.

16.6 Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has authority to bind the other.

16.7 A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.

16.8 A counterpart of this Agreement executed and/or transmitted electronically shall be treated as fully binding and with full legal force and effect.

16.9 This Agreement constitutes the entire agreement between the parties relating to its subject matter, to the exclusion of the United Nations Convention on Contracts for International Sale of Goods.

16.10 This Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.

16.11 The Advertiser is aware that this Agreement is originally drawn up in English. The Advertiser is aware of and accepts that, in the event of any inconsistencies or differences of interpretation between the English version and a translated version, this English version shall always prevail.