CRITEO SPECIFIC TERMS OF SERVICE Commerce Yield Services

The following Criteo Specific Terms of Service are incorporated into the Agreement under which Criteo has agreed to provide Criteo Services to Partner. Specific terms outlined below will be applicable only to the Services selected by Partner.

1. Services Description

Any capitalized terms used but not defined in the Criteo Specific Terms of Service have the meaning given to them in the Criteo Umbrella Terms of Service.
Commerce Yield is a Platform offering a set of solutions for retailers and marketplaces that allows them to monetize their i) inventory across their entire ecosystem and ii) first-party data. Partner can leverage Commerce Yield to optimize monetization opportunities and generate demand with media budgets from advertisers, agencies and other buyers (“Media Buyers”), while delivering measurable performance and actionable insights.

More specifically, Commerce Yield is composed of the following components that can be used in part of or in full by Partner:

• Retailer inventories: to sell and to display onsite Ads on the retailer’s owned Digital Properties across multiple formats.
• Retailer first-Party Data only: to sell audiences for targeting purposes and measurement on offsite Ads. Offsite Ads are served on the Digital Properties of third-party media publishers across the open internet (outside the retailer’s websites/apps).
• Onsite and Offsite Ads are displayed towards audiences selected by Media Buyers and created through Criteo Technology.
• Retailer can control delivery and pricing through a single integration and console.
• Commerce Yield can be used by retailer based on different models: Criteo-sold, retailer-sold (including private market, which can be white labeled).
• For the avoidance of doubt, the retailer-sold model includes campaigns initiated from Commerce Max or other Criteo interfaces where the retailer remains responsible for invoicing Media Buyers for the relevant media spend, while Criteo may invoice Media Buyers separately for any applicable platform and/or professional services fees, as further described in the applicable Order Form.
• If expressly requested or authorized by the Retailer, Criteo may enable third-party providers to access the Commerce Yield Platform via the Criteo API for specific purposes, such as purchasing inventory or supporting order processing and related functions.

Criteo will pay Partner the total amount for its inventories and/or data purchased by Criteo Media Buyers using the Services during the month, or any other agreed amount, as set out in the Order Form. Criteo reserves itself the right i) to directly deduct any Criteo fee from the sums payable to Partner and ii) for the Criteo-sold model, to withhold payment until it has been paid from Criteo Media Buyers itself. Where campaigns are retailer-sold / retailer-billed (including retailer-billed campaigns initiated from Commerce Max), Partner invoices Media Buyers directly for the corresponding media spend and Criteo shall have no payment obligation towards Partner in respect of such media amounts, but may invoice its own fees (e.g., platform and/or professional services fees) to the relevant Media Buyers or Partner, as set out in the applicable Order Form. Criteo will make its best efforts, in a commercially reasonable manner, to collect the amounts owed by the Media Buyers and will inform Partner of any payment defaults. Criteo must be able to provide Partner with proof of the steps it has taken in this regard if Partner requires it. However, Criteo will have no obligation to pay Partner in case of Media Buyers insolvency or similar legal procedures. Partner will make commercially reasonable efforts to collaborate on mutually agreeable collections solutions.

2. Pricing and payment

The scope of Criteo Services can be further described in the applicable Order Form.

3. Additional terms

3.1. Termination: Unless otherwise agreed, the initial term of this Agreement shall begin as of the date of the Order Form and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect for the initial time period specified on the Order Form (the “Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

3.2. Exclusivity: Partner hereby agrees that Criteo shall be the exclusive ad server for Sponsored Products and Onsite Formats Ads for all existing and future formats and for the whole duration of the Term:

• “Sponsored Products” Ads are specific products or services promoted in a native placement on search results or other relevant pages.
• “Onsite Formats (Display and Video)” refers to visual Ad formats that are displayed directly in various pages on Partner Digital Properties. These formats include commerce display (mixing branding asset and specific products) and/or IAB standard banner Ads sold to Media Buyers.

3.3. Digitals Properties obligations: Partner shall not modify or update the architecture of its Digital Properties in a manner that degrades the visibility of Ads as initially agreed upon during the implementation, without the prior approval of Criteo.

3.4. Confidentiality: Notwithstanding confidentiality provisions in the Agreement, Criteo may disclose to its Media Buyers the fact that Partner and its Digital Properties are part of the Criteo Network and Criteo shall have the right to share certain Partner level information in a transparent manner concerning Criteo's buying activities through the Criteo Services (such as clicks, conversions and impressions) with the applicable Media Buyer whose Ads were displayed, so long as such disclosure is in compliance with applicable laws and regulations.

3.5. Interaction with Media Buyers: When Partner is in charge of contracting Media Buyers, Partner is solely responsible for the relationship with Media Buyers. Partner agrees that Criteo will not be responsible for any liability incurred as the result of such interactions. If applicable for a specific Service, Partner is solely responsible for ensuring its own terms and conditions or policies with Media Buyers are uploaded and maintained in the Platform.

3.6. Contracting entity: The Criteo contracting entity is indicated on the Order Form.