The MediaGrid Standard Terms for Curators

Last Updated Date: October 27, 2022

1. Definitions

“Additional Services” means services that Grid may make available to the Curator from time to time (including via the Grid UI) that are in addition to the Services.
“Advertising” means digital material together with related code made available to the MediaGrid Platform by Media Buyers including but not limited to all content, trademarks, branding features and ‘look and feel’.
“Advertising Materials” means creative materials, active URLs and their related tags.
“Applicable Data Protection Law(s)” shall mean the EU General Data Protection Regulation (Regulation 2016/679) (the “GDPR“), the GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR“) and the California Consumer Privacy Act of 2018 California Civil Code § 1798.100 et seq. (“California Consumer Privacy Act” or “CCPA”), together with any other laws applicable to the processing of Personal Data.
“Curated Media” is defined in the Term Sheet.
“Curated Media Cost” is defined in the Term Sheet.
“Curator” is defined in the Term Sheet.
“Data Processing Addendum” means the document located here, that governs the processing and use of Personal Data by Grid and the Curator in connection with the Service.
“Deal ID” means a string of characters that is used to identify a package of Curated Media.
“Grid” means Criteo entity providing services to you.
“Grid Curator Agreement” or “Agreement” means the Term Sheet and these Standard Terms that together form a fully executed agreement between you and Grid.
“Grid Services” means the Grid Services that enables Curators to create and manage Curated Media and corresponding Deal ID’s that Curators can enable for sale to one or more Media Buyers and/or combine with third party data and/or other information with the intention of enhancing the value of the Media contained in such Curated Media and increasing the price that such Curated Media can be sold to Media Buyers.
“Grid Service Fee” means the amount payable by the Curator to Grid for providing the Grid Services as provided in the Term Sheet.
“Grid UI” means Grid’s proprietary user interface that enables Curators to create Media trading deals whereby Media can be made available and sold to Media Buyers in the form of Curated Media.
“Gross Curator Revenue” is defined in the Term Sheet.
“Infrastructure Charge” means the amount added by Grid to the Seller Media Cost where a Service Fee cannot be charged directly by Grid to each such Media Seller.
“Initial Term” is defined in the Term Sheet.
“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, trade secrets, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields in each case whether registered or unregistered and including any pending applications for or rights to apply for any of the foregoing anywhere in the world.
“Media” means digital advertising units on Sites where Advertising can be displayed.
“Media Buyer” means a third party that wishes to buy Media through the MediaGrid Platform.
“Media Seller” means a third party that is connected to the MediaGrid Platform that has Media that it wishes to sell.
“MediaGrid Platform” means Grid’s proprietary online trading platform through which the Grid Services are provided and where Media Sellers can sell, and Media Buyers can buy Media through the operation of a dynamic, real-time exchange whereby Media is bought and sold.
“Net Curator Revenue” is defined in the Term Sheet.
“Seller Media Cost” means the cost of Media sourced from Media Sellers plus any applicable charges related to the sourcing of that Media (such as but not limited to an Infrastructure Charge and/or other applicable service fees).
“Services” are defined in the Term Sheet.
“Personal Data” means information that allows the holder to identify a data subject and/or is considered to be ‘Personal Data’ by any Applicable Data Protection Law.
“Site” means a website and/or other online locations made available to the MediaGrid Platform that are operated by or on behalf of a Media Seller or upon which a Media Seller has the right to display Advertising.
“Standard Terms” means these MediaGrid Standard Terms for Curators.
“Term Sheet” means a fully executed MediaGrid Curator term sheet between Grid and Curator that incorporates these Standard Terms.

2. Applicability

These Standard Terms relate to the sale of Media using the MediaGrid Platform, including use of the Grid UI and any Additional Services that may be agreed between the parties from time to time.

3. Operation of the MediaGrid Platform

The Services allow the Curator to set up and manage packages of Media in the form of Curated Media that the Curator can make available to one or more Media Buyers to buy through the MediaGrid Platform. The Services may be combined with Additional Services that may be agreed between the parties from time to time.
Grid shall in relation to all Curated Media that is purchased by Media Buyers using the Services:
(i) invoice and collect from Media Buyers the Curated Media Cost;
(ii) pay Media Sellers the Seller Media Cost relating to the Curated Media sold, less any applicable fees; and
(iii) pay the Curator the Net Curator Revenue.

4. Curator Obligations

4.1 You warrant, represent and confirm that:
4.1.1 all Deal ID’s attributable to all Curated Media that you enable for sale using the Services are correct, accurately reflect the Curated Media that such Deal ID’s relate to;
4.1.2 you will not provide any data (including data containing Personal Data) to the MediaGrid Platform unless you have the right to do so in accordance with all applicable laws (including but not limited to Applicable Data Protection Laws) and any agreements you have with third parties; and
4.1.3 where applicable, you have obtained all necessary consents from data subjects, in accordance with all Applicable Data Protection Laws, to provide personalized Advertising to such data subjects and will send Grid all information reasonably requested by Grid relating to the same (and as Grid may update from time to time).
4.2 You agree to observe Grid’s online technical specifications and policies relating to the use of the Grid Platform.
4.3 You will provide Grid with an invoice each month for the Net Curator Revenue.
4.4 You agree to comply with the Data Processing Addendum (if Personal Data is shared between the parties) and hereby authorize Grid to use all Non-Personal Data that you provide to the MediaGrid Platform for its own purposes.
4.5 You agree to ensure that all provisions of the Agreement are complied with by both you and any third party that you authorise to access and use the Services on your behalf.
4.6 You agree that if Grid believes that you do not comply with any obligations of this section 4 or the terms of an agreement with Grid, Grid may immediately suspend your connection to the MediaGrid Platform until Grid is reasonably satisfied with your compliance.

5. Grid Obligations

5.1 Grid shall use all reasonable endeavours to ensure that Media Buyers ensure that their Advertising and the websites, goods and services that they promote shall comply with the Grid Buy-Side Creative Policies.
5.2 Grid shall use all reasonable endeavours to ensure that Media Sellers ensure that their Sites and everything displayed on their Sites shall comply with the Grid Sell-Side Publisher Policies.
5.3 Grid will help you set up your systems to operate with the MediaGrid Platform and provide you with reasonable support and guidance.
5.4 Grid will measure the delivery of the Advertising using Grid’s reporting systems and will provide a monthly report that includes the applicable Grid Service Fee and the Net Curator Revenue payable to the Curator.
5.5 Grid shall comply with the Data Processing Addendum (if Personal Data is shared between the parties).

6. Liabilities and Indemnities

6.1 You agree to indemnify, defend and hold harmless Grid, its affiliates, agents, Media Sellers and Media Buyers from and against any and all third-party claims and liabilities arising out of or related to your breach of any part of the Agreement.
6.2 Subject to 6.3, Grid agrees to indemnify you and hold you harmless against any and all third-party claims and liabilities arising out of or related to Grid’s breach of any part of the Agreement.
6.3 Grid shall only be liable to you for voluntary or gross negligent acts or omissions.

7. Intellectual Property

7.1 Unless expressly stated in the Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights belonging to the other party or to the other party’s licensors.
7.2 If Grid provides you with software and/or access to any Grid UI in connection with the Grid Services, Grid grants you a non-exclusive, non-sublicensable licence for use of that software and/or Grid UI.
7.3 Grid may use your company and/or trading name and related branding in Grid’s presentations, marketing materials, customer lists and financial reports.

8. Use of Information

You hereby grant Grid all rights necessary to allow Grid to provide the Grid Services and to advise Grid customers and prospective customers that you use the Grid Services.

9. Representations, Warranties and Disclaimers

9.1 You represent and warrant that you have the full power and authority to agree to the Agreement.
9.2 Unless expressly stated in the Agreement, Grid does not make any promises about the Grid Services, including the MediaGrid Platform and Grid UI.

10. Compliance

10.1 Each party warrants that neither it nor any affiliates, officers, directors, employees, and agents is the subject of any sanctions administered by any applicable sanction authority.
10.2 Each party agrees to perform its obligations in compliance with all applicable laws and requirements relating to trade sanctions, foreign trade controls, export and re-export controls, non-proliferation, anti-terrorism, and similar laws, as well as with all applicable anti-corruption laws.
10.3 Each party ensures compliance with Criteo S.A.’s Code of Conduct.

11. Limitation of Liability

11.1 Nothing in the Agreement excludes or limits either party’s liability for (A) fraud or fraudulent misrepresentation; (B) death or personal injury caused by negligence; or (C) anything which cannot be excluded or limited by law.
11.2 Neither party shall have any liability under or in connection with the Agreement for any special, indirect or consequential loss.
11.3 Each party’s aggregate liability under or in connection with the Agreement shall not exceed the net amount payable by Grid to the Curator in any rolling 6 calendar month period ending the date on which such liability arises.

12. Assignment

Either party may terminate the Agreement at any time after the Initial Term by giving at least one month’s written notice of this to the other party in writing.

13. Governing Law and Jurisdiction

All notices under the Agreement must be in the English language, in writing and shall be sent to the address of the recipient set out in the Agreement.

14. Waiver

No forbearance, delay or indulgence by either party in enforcing the provisions of the Agreement shall prejudice or restrict the rights of either party.

15. No Partnership

Nothing in the Agreement and no action taken by the parties under the Agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other cooperative entity between the parties and neither party shall have any authority to bind the other in any way.

16. Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties, and constitutes the entire agreement between the parties, relating to the subject matter of the Agreement.

17. Severability

If the whole or any part of any provision of the Agreement is deemed to be illegal or unenforceable, remaining provisions of the Agreement shall remain in full force and effect.

18. Representatives

Each party shall appoint a prime contact for the purposes of performing the Agreement as set out in the Term Sheet.

19. Publicity

Except as provided in sections 7.3 and 8, each party shall keep the terms of the Agreement confidential and will not use the other party's name in any publicity, advertisement or other disclosure without the other party's prior written consent.

20. No Third Party Rights

A person who is not party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or any other substantially similar applicable laws to enforce any of the terms of the Agreement unless expressly stated otherwise herein.

21. Confidentiality

21.1 For the purposes of this Agreement, “Curator’s Confidential Information” shall mean any data or information of any kind and in any format relating to the business, business processes, business logic, business strategy, products, games, customers or customer behaviour, revenues, know how, trade secrets or other information relating to the Curator which is not generally publicly available.
21.2 Grid shall not, except as expressly permitted in the Agreement or as required by law, communicate, or otherwise make available, the Curator’s Confidential Information to any third party.

22. Use of Name

You agree that Grid can use your company and/or trading name and related branding for marketing and promotional purposes relating to the Grid Service with your prior written consent.

23. Change of Terms

If Grid advises you of a change to the Standard Terms, you will have 7 days to consider the change before it shall be deemed to take effect, unless within such 7 days you advise Grid that you do not agree to the change.

24. Integration

Notwithstanding any other provisions of the Agreement, Grid shall have no obligation to integrate your system(s) with the MediaGrid Platform.