Advertising Terms and Conditions

Version 1 – Date 17.06.2021

Definitions and Interpretations

Scope

Provision of Materials

Third Party Ad Serving

Right to Reject

Positioning

Delivery & Usage Statistics

Reporting

Privacy & Use of Data

Advertising Standards

Advertiser Representations

Indemnification

Disclaimer of warranties

Limitations of liability

Confidentiality

Notice

Miscellaneous

Definitions and Interpretations

    1. The following terms when used in these Terms and Conditions or any document referred to herein
      shall have the following meaning:

Acceptable Use Policy means the terms and conditions available here.

Advertisement means any advertisement, advertising media, links, graphics, icons, and such other
items published by Settle within its Advertising Inventory.

Advertiser or You means any individual or legal entity ordering Advertisements pursuant to a
separate written agreement with Settle.

Advertising Inventory means dedicated advertising space within Settle’s Website, Application or
other medium provided by Settle.

Affiliate means any entity, individual, firm, or corporation, directly or indirectly, through one
or more intermediaries, controlling, controlled by, or under common control with a Party.

Application means the Settle mobile application.

Applicable Laws means the laws of Norway and any other laws and regulations that
may apply to a Party or this Agreement based on the Home Country, Parties’ domicile or physical location, or otherwise
by virtue of this Agreement; such also include any appurtenant regulations, decisions, orders or guidance documents
issued by the Regulator or any other relevant authorities, and, for the avoidance of doubt, the GDPR.

Campaign Data means data collected by Settle as a result of an Advertisement, including click
through rates, conversion rates, and any Personal Data.

Confidential Information means all information, in whatever medium, shared, disclosed or
exchanged between the Parties in relation to this Agreement, relating to the trade secrets, Settletions, processes,
pricing, business plans, intentions, product information, know-how, designs, market opportunities, transactions,
affairs or business of a Party or its customers, clients, suppliers, holding companies, affiliates or subsidiaries,
including but not limited to all information relating to the Settle Services, including any related product or service
documentation; the terms and/or subject matter of this Agreement and the negotiations relating to this Agreement.

Force Majeure means any unforeseeable event or occurrence which is beyond the control of a Party
and that such Party is not able to overcome, despite exercising appropriate level of due diligence and having adopted
reasonable, industry-standard measures to overcome such, and which directly prevents that Party from performing its
obligations under the Agreement, and is inclusive but not limited to any act of God, terrorism act, war, blockade,
insurrection, riot, epidemic, pandemic, landslide, earthquake, storm, lightning, flood, civil disturbance, embargo,
fire, accident, interruption of or delay in transportation and/or telecommunication service and/or power supply and/or
environmental control, explosion, disruptions in any services, systems or networks (including electric power) which
are outside the control of the affected Party, strikes, lock-outs or industrial disturbances

GDPR means the General Data Protection Regulation (EU) 2016/679, and any applicable national or
local laws and regulations implementing or supplementing the GDPR.

Home Country means the country where the Advertiser is based and where it offers services to its
customers.

Intellectual Property means the Marks and all other objects of intellectual and industrial
property rights, both moral and proprietary, including but not limited to patents, know-how, trademarks, business
names and domain names, designs, utility models, applications for and rights to apply for any of the foregoing, rights
to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in
any creation, invention, discovery or process, and/or software, including records, reports, documents, drawings,
photographs, graphics, logos and designs, in each case whether registered or unregistered or (not-) capable of formal
protection, and whether or not recorded in any medium, whether in hard copy or electronic form, and including all
applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from,
such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world, and which are held or owned by or licensed to any Party, including its Affiliates.
For the purpose of these Terms and Conditions, Intellectual Property shall also include any documentation and
materials accompanying or pertaining to the Intellectual Property, such as but not limited to API documentation,
branding and marketing materials etc.

Materials means the advertising material provided by the Advertiser to Settle for the purposes of
publishing an Advertisement.

Mark(s) means all trademarks, trade names, brand designs or logos and/or any other proprietary
marks or designations owned by Settle Group or Merchant or their Affiliates, relating to the Settle Services and
Merchant Products/Services, respectively.

Personal Data means personal data, as defined in the GDPR, processed by either Party in relation
to these Terms and Conditions.

Regulator means the Norwegian Financial Authority and any other authority or regulatory body
having jurisdiction and competence over either Party to these Terms and Conditions and its subject matter.

Settle Group or Settle means Settle Group AS, a company incorporated under the laws of
Norway, with its registered office at Tordenskiolds Gate 8, 0160 Oslo, Norway, company number 995 073 064, including,
where context allows, its Affiliates.

Settle Website(s) means the website(s) Settleted by Settle Group (as amended from time to time)
for the provision of Settle Services, currently accessible at https://settle.eu/ and any localized versions of such website(s),
including customer support and FAQ website(s), currently accessible at https://support.settle.eu.

Terms and Conditions means these Advertising Terms and Conditions.

Third Party Server means an advertising server that places Advertisements on the Advertising
Inventory on behalf of the Advertiser.

    1. Headings are for convenience only and shall not affect the construction or interpretation of
      these Terms and Conditions.

    1. Any phrase introduced by the term “included”, “including”, “in particular” or any similar
      expression will be construed as illustrative only and will not limit the sense of the words preceding that
      term.

Scope

    1. These Terms and Conditions govern all Advertisers that have entered into an agreement with
      Settle to place their Advertisement/s within the Advertising Inventory.

    2. Advertiser agrees and acknowledges that it has read and is legally bound by these Terms and
      Conditions.

Provision of Materials

    1. Advertiser will provide the relevant Materials as may be necessary for Settle to publish the
      agreed Advertisement.

    2. The Materials shall be provided in accordance with these Terms and Conditions.

    3. Settle shall not be required to publish any Advertisements or Materials that are not received in
      accordance with these Terms and Conditions.

    4. Advertiser hereby grants to Settle a non-exclusive, royalty-free, worldwide, fully paid license
      to store, use, reproduce and display the Materials and Advertisements (and the contents, trademarks and brand
      features contained therein) in accordance herewith.

Third Party Ad Serving

    1. If Settle has approved the use of a Third Party Server in connection with the Advertiser, the
      following provisions shall also apply:

      1. Settle maintains the right to approve all Advertisements and any revision to existing
        Advertisements prior to their publication;

      2. If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be
        served, an Advertisement to Settle’s Advertising Inventory in violation of these Terms and Conditions,
        Advertiser must immediately notify Settle of the violation (along with a written explanation) and remove
        the Advertisement from its placement or rotation on the Settle Advertising Inventory. Nothing in this
        Section shall limit any of Settle’s rights or remedies in the event of such breach;

      3. In the event of cancellation or rejection of an Advertisement , Advertiser shall cause the
        Advertisement to be removed from Settle’s inventory and from its advertising rotation no later than two
        (2) hours after written notification from Settle; and

      4. If Advertiser or Third Party Server serves the Advertisement, neither Advertiser nor Third
        Party Server may restrict the number of times an Advertisement shall be served to a user in any given
        period.

Right to Reject

    1. Settle reserves the right to reject or cancel any Advertisement (or any element thereof), at any
      time, for any reason whatsoever, including belief by Settle that the relevant Advertisement may subject Settle
      to criminal or civil liability or is materially adverse to Settle’s business interests or Acceptable Use
      Policy
      .

    2. The fact that Settle has not rejected an Advertisement shall in no way reduce, limit or
      otherwise affect Advertiser’s responsibility and obligations under these Terms and Conditions.

    3. In the event Settle exercises its right to reject hereunder, Settle shall notify Advertiser in
      writing.

Positioning

    1. Positioning of Advertisements within the Advertising Inventory is at the sole discretion of
      Settle. Settle may, at its sole discretion, modify or remove any portion of the Advertising Inventory (and use
      commercially reasonable efforts to substitute with similar inventory).

    2. Although Settle will use reasonable efforts to comply with start and end dates, if any,
      specified in an agreement with the Advertiser, Settle does not guarantee the date or dates of insertion of the
      Advertisement(s) and does not guarantee that the Advertisement(s) will not be displayed after the end date
      specified.

Delivery & Usage Statistics

    1. Settle makes no guarantees with respect to usage statistics, levels of impressions,
      click-throughs, leads generated or actions taken, including without limitations, completed program downloads
      or installations. Possible reasons for differences between reported initiated and reported completed downloads
      or installations include, but are not limited to: (a) mobile device connection failures, (b) inconsistency in
      download directories among mobile devices, and (c) failures of applications to operate on certain mobile
      devices.

Reporting

    1. Unless reporting by Advertiser or a Third Party is expressly agreed to in a written agreement
      with Settle, the following shall apply: (a) Advertiser acknowledges that delivery statistics provided by
      Settle are the definitive and binding measurements of Settle’s performance on any delivery obligations
      provided in any agreement; (b) no other measurements or usage statistics (including those of Advertiser) shall
      be accepted by Settle or have bearing on these Terms and Conditions; (c) Settle shall own all Campaign Data
      obtained as a result of the display of the Advertisement(s) and (d) Advertiser may use Campaign Data only as
      reasonably necessary to fulfil its obligations under these Terms and Conditions, and shall comply with Section
      9 and all applicable laws in using Campaign Data.

Privacy & Use of Data

    1. Advertiser shall comply with all applicable privacy laws and regulations including GDPR. In
      particular, Advertiser shall ensure: (a) that all sites linked to via an Advertisement conspicuously post a
      privacy policy that at a minimum (i) describes how the site operator collects, uses, stores and discloses
      information obtained from visitors to such site, and (ii) instructs visitors how to opt-out of the collection
      of such information; (b) compliance at all times with the privacy policies described in sub-section (a); and
      (c) the usage of reasonable means to protect the security of users’ personal information collected through
      sites linked to by Advertisements, such as encryption and password access.

    2. Settle reserves the right to cease publication and remove all Advertisements immediately in the
      event of a violation of this clause 9 or, if in the reasonable determination of Settle, the subject privacy
      policy(ies) do not adequately disclose information collection practices.

Advertising Standards

    1. All Advertisements must comply with advertising laws, regulations and industry standards in the
      territory in which the Advertisements are displayed.

    2. Advertisements shall not contain any item that is misleading, inaccurate, or that makes
      fraudulent or unfair competitive claims or that makes insufficiently supported claims or claims that distort
      the true meaning or practical application of statements made. Additionally, the Advertisements may not contain
      or promote material that contains malware of any kind, including without limitation viruses, worms, Trojans,
      spyware, or adware, nor material that is offensive or which violates any provision of applicable law and
      regulations (including but not limited to, libel, copyright, trademark, right of privacy, etc.).

    3. Advertisements must comply with standards of decency and good taste. Settle will decide, in its
      sole discretion, whether the content, material or services provided in or through the Advertiser complies with
      these standards. Settle may change these guidelines at any time upon prior written notice to Advertiser.
      Advertiser agrees to cooperate in promptly editing, changing or stopping any Advertisement that Settle in good
      faith believes to be in violation of these advertising standards.

Advertiser Representations

    1. Advertiser represents, warrants and covenants that it holds the necessary rights to permit the
      use of the Advertisements by Settle and that none of the Advertisements provided by Advertiser will: (a)
      infringe on any third party’s personal or Intellectual Property rights; (b) violate any Applicable Laws; (c)
      be defamatory or trade libelous; (d) be pornographic or obscene; or (e) contain viruses, Trojan horses, worms,
      time bombs, or other similar harmful or deleterious programming routines.

Notice

    1. All notices, consents and approvals required or permitted to be given under these Terms and
      Conditions shall be delivered in writing to the address set forth in the agreement between Settle and
      Advertiser, by courier, by facsimile or by email. Notice will be deemed to have been received and effective:
      (a) if delivered by hand or courier, at the time of delivery; and (b) if delivered by facsimile (transmission
      confirmed) or email, immediately if transmitted during regular business hours in the recipient’s country (and
      otherwise upon resumption of such business hours following transmission).


Miscellaneous

    1. The current version of these Terms and Conditions are available on our Website. You will be
      notified of changes to the Terms and Conditions. If you do not wish to accept changes to the Terms and
      Conditions, you must cease to be an Advertiser. If you continue to act as an Advertiser after a change to the
      Terms and Conditions has entered into force, the changes are deemed to have been accepted by you. Settle may
      take action to enforce legal requirements, security requirements or to prevent illegal activity without notice
      to you. You can contact us at any time and request a copy of the current Terms and Conditions.

    1. You may not transfer or assign any rights or obligations you have under these Terms and
      Conditions without Settle’s prior written consent. Settle may transfer or assign these Terms and Conditions or
      any right or obligation under these Terms and Conditions at any time, subject to any mandatory laws and
      requirements, that may apply.

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