Terms and Conditions

New Advertisers

This Insertion Order (“IO”), including all appendices and documents expressly incorporated by reference, constitutes the entire agreement between Tradedoubler and the Advertiser with respect to the EMNA.ai Campaign and supersedes all prior discussions, proposals, representations and understandings relating to its subject matter.

In the event of any conflict between the provisions of this IO and any Appendix, the following order of precedence shall apply:

(a) the terms of this IO (excluding its Appendices);

(b) the Appendices to this IO; and

Campaign Structure

The Campaign will be created within the Tradedoubler platform for administrative and payment purposes only. Due to current technical limitations within Large Language Model (“LLM”) environments, no affiliate tracking, conversion tracking, click tracking, or performance attribution will be available in connection with the Campaign.

The Campaign shall therefore be operated on a fixed-fee tenancy basis and not on a performance-based compensation model.

Deliverables

The deliverables for each participating Publisher shall be specified in the applicable Insertion Order (“IO”) and shall include, at a minimum:

• Publisher name and/or website URL;
• Number of agreed articles, editorials, reviews, or other content placements;
• Total fixed fee payable for the agreed deliverables.

Non-guaranteed Deliverables. With respect to the Deliverables ordered pursuant to this IO, Advertiser hereby acknowledges; (i) Tradedoubler does not guarantee any specific minimum level of Deliverables or any other performance metrics, (ii) make goods, guaranteed delivery, and even delivery are not available, (iii) Tradedoubler may suspend or terminate campaign activity where required for legal, operational, publisher, platform or commercial reasons.

Marketing. Tradedoubler may, in its marketing activities, present Advertiser as a reference including displaying Advertiser’s brand name and logotype.

Payment

Tradedoubler shall be paid within thirty (30) days from invoice date (net 30).

Fees and Budget

Campaign budgets are agreed and funded on an upfront fixed-fee tenancy basis.

The Advertiser shall be charged the total agreed budget irrespective of traffic, clicks, impressions, conversions, sales, or any other performance metrics, which cannot be tracked within the relevant LLM environment.

Tradedoubler may allocate and process such budgets in bulk within the platform for payment administration purposes.

Invoicing

The applicable fees may be invoiced by:

1. a) a separate invoice issued by Tradedoubler for “Emna.ai Services” or other designated AI marketing services.

The invoicing method shall be determined by Tradedoubler and communicated to the Advertiser in the applicable IO.

Publisher Payments

Publisher compensation shall be based solely on completion of the agreed deliverables and not on tracked performance.

Reporting

Where available, Publishers may provide evidence of publication, screenshots, URLs, publication dates, or other reasonable proof of delivery.

Any reporting provided shall be informational only and shall not constitute tracked performance data for billing or commission purposes.

COMPETITION AND NON-SOLICITATION

Advertiser shall not, except through Tradedoubler, during the term of this IO and for a period of six (6) months thereafter, directly or indirectly enter into any commercial arrangement for substantially similar services with any Publisher that was introduced to Advertiser through the Campaign. This restriction shall not apply to relationships existing prior to the Campaign and independently evidenced by Advertiser.

LIMITATION OF LIABILITY

The Services are provided on a commercially reasonable efforts basis.

Except for liability arising from fraud, wilful misconduct, gross negligence, breach of confidentiality obligations, infringement of intellectual property rights, or any liability which cannot be excluded or limited under applicable law, Tradedoubler’s aggregate liability arising out of or in connection with this IO, whether in contract, tort (including negligence), statutory duty or otherwise, shall not exceed the total fees paid or payable by Advertiser under the applicable IO.

In no event shall either Party be liable for any indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or business interruption, whether arising in contract, tort or otherwise.

Advertiser acknowledges that:

(a) Large Language Model outputs are generated by third-party systems outside Tradedoubler’s control;

(b) rankings, citations, visibility, share of voice and other AI-generated outputs may vary over time;

(c) Tradedoubler does not guarantee any specific ranking, citation frequency, traffic level, conversion rate, revenue level or commercial outcome.

INTELLECTUAL PROPERTY

Each Party retains ownership of its pre-existing intellectual property rights.

Advertiser grants Tradedoubler a non-exclusive right during the Campaign term to use Advertiser’s trademarks, logos, trade names and campaign materials solely for the purpose of performing the Services and, unless otherwise agreed in writing, for reasonable marketing and reference purposes.

FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, governmental action, war, terrorism, labour disputes, internet failures, outages of AI platforms, search engines or publisher systems, or changes in third-party platform functionality.

CONFIDENTIALITY

Each Party shall keep confidential all non-public business, commercial, technical and financial information received from the other Party and shall use such information solely for the purposes of performing this IO.

This obligation shall survive for three (3) years following termination of the IO.

GOVERNING LAW AND JURISDICTION

This IO and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this IO through negotiations between senior representatives.

Any dispute, controversy or claim arising out of or in connection with this IO, including any question regarding its existence, validity, interpretation, performance, breach or termination, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

The SCC Rules for Expedited Arbitrations shall apply unless the SCC, taking into account the complexity of the case, the amount in dispute or other relevant circumstances, determines that the SCC Arbitration Rules shall apply.

The seat of arbitration shall be Stockholm, Sweden.

The language of the arbitration shall be English.

The substantive law of Sweden shall apply.

The arbitral proceedings, all materials submitted in the proceedings, and any award shall be kept confidential by the Parties, except to the extent disclosure is required by law, regulation or for the purposes of enforcing or challenging an award.