These Outside Interactive, Inc. (“Outside”) Self Serve Terms and Conditions (which, together with the IO defined below shall be referred to as the “Agreement” or “Terms”), will apply to any and all requests by a contracting entity who enters into an IO with Outside (“Customer”) for advertising in Outside’s or its affiliates’ publications, websites, or applications, via the advertising platform utilized by Outside, currently managed by DanAds International AB (“Platform”) or on any other platform or manner as determined by Outside in its sole discretion. 

1. 1. IO. For each advertising request, Customer shall complete and submit to Outside an insertion order or online order form (both of which are referred to as an “IO”). Upon mutual written consent and approval (which may occur via email), the parties may make changes to the non-financial details of an advertising campaign previously set forth in an executed IO. No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such IOs will be binding on Outside, whether in conflict with or in addition to these Terms. Unless explicitly stated otherwise, any IOs with quote rates which vary from the rates offered by Outside will not be binding on Outside, and will be deemed requests for advertising at Outside’s then-current rates unless signed by both parties. IOs are binding on Customer and not subject to cancellation except as provided herein. Customer will use the Platform in accordance with applicable law. Each IO shall specify the types and amount of inventory to be delivered (e.g, impressions, clicks, or other desired actions as the “Deliverables”), the price and payment method for such Deliverables, the maximum amount of money to be spent pursuant to the IO (if applicable), and the start and end date of the campaign, if applicable. If there is no such specificity, the IO shall stipulate the technical mechanism by which parties shall agree such details from transaction to transaction during the lifetime of the contract save that (i) references in the IO to an “impression” mean each instances in which an ad is served and displayed, whether or not it is seen or clicked on; and (ii) references to a “click” or “click-through” mean each act of a user clicking on an ad, regardless of whether the user arrives at the Customer’s destination. 
   2. License. Customer grants Outside a non-exclusive, limited, worldwide, royalty-free license to display, reproduce, distribute, perform, distribute, and promote the advertisements, materials and any other intellectual property provided by Customer under an applicable IO (collectively, the “Ad(s)”) on Outside’s publications, websites and applications during the designated campaign period. 

• Advertisements. Outside reserves the right, without liability, to reject, remove and/or cancel any Ad for any reason whatsoever, including rejecting, removing and/or canceling any Ad which contains content or links that do not meet Outside’s advertising standards and specifications, at Outside’s sole discretion. Outside reserves the right to redesign its site and layout at any time in its sole discretion. Customer shall be solely responsible for the content of its Ads and any website linked to or from such Ad and shall indemnify, defend and hold harmless Outside for all losses, costs, damages (including reasonable attorneys’ fees) in connection with any claims arising from such content, including but not limited to defamation, privacy, publicity, and intellectual property related claims. It is Customer’s obligation to submit Ads in accordance with Outside’s then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, and any other editorial or advertising policies provided by Outside to Customer. To the extent that an advertising agency completes an IO on Customer’s behalf, the Customer and the advertising agency assume liability, jointly and severally, for all content (including text representations, illustrations, and audiovisual material) of an Ad and also assume responsibility for any claims arising therefrom made against Outside. 

• Privacy and Compliance. From the date that an Ad begins to run through the expiration or termination of the Terms or the applicable IO, Customer shall have a privacy policy in place governing Customer’s use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related IO comply with all applicable laws, regulations and privacy policies. Furthermore, unless otherwise explicitly authorized by Outside, Customer will not: (a) use or disclose IO details, or any data collected pursuant to these Terms, or any other information of Outside that would be reasonably understood as confidential, including but not limited to a user’s recorded view or click of an ad, for retargeting or any purpose other than performing under the IO, or internal reporting or internal analysis; or (b) use or disclose any personally identifiable information collected from individual users during delivery of an Ad pursuant to the IO in any manner other than in performing under the IO. Customer will require any third party or affiliate used in performance of the IO on Customer’s behalf to be bound by the confidentiality and non-use obligations at least as restrictive as those on Customer, unless otherwise set forth in the IO. This section shall survive the completion, expiration, termination or cancellation of the applicable IO for a period of five (5) years).  

• Representations and Warranties. Customer represents and warrants to Outside that: (a) all information provided by Customer in connection with the Platform is and will remain complete, correct and current; (b) Customer is fully authorized to grant Outside the right to publish the entire content and subject matter of all Ads provided to Outside, including but not limited to all text, graphics, URLs, and Internet sites to which URLs are linked; (c) all such content of the Ads and any linked sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (d) all express and/or implied claims in the Ads are accurate and supported by adequate substantiation; (e) Customer has the full power and authority to enter into the Agreement and to perform the acts set forth herein and grant the rights to Outside and such performance does not violate any agreement to which Customer is a party or otherwise bound; and (f) any linked sites in the Ads is controlled and operated by Customer and is functional and accessible. 

• Payment Terms. Outside shall employ the use of Stripe, Inc. as the credit card processor for all immediate payments to be accepted through the Platform. Customer shall be prompted to pay for the Ad(s) at the time of order via a supported credit card method. All sums payable by Customer to Outside under this Agreement are exclusive of any VAT or other indirect taxes chargeable on any supply to which those sums relate. 

• Term and Termination. This Agreement is effective upon completion and submission by Customer of the IO. This Agreement may be terminated by Customer only if a material breach of this Agreement remains uncured after the non-breaching party has given thirty (30) days prior written notice to the breaching party specifying the breach. Either party may cancel any specific IO at any time with at least thirty (30) days’ prior written notice to the other party. So long as any IO remains in effect, these Terms shall also remain in effect. If any IO is canceled for any reason, Customer shall pay to Outside, within thirty (30) days after such cancellation, all amounts not yet paid for such delivered ad requests up to the effective date of cancellation. IF EITHER PARTY TERMINATES ANY IO, CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO OUTSIDE UNDER THE IO. NEITHER OUTSIDE NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO CUSTOMER. 

• Warranty; Limitation of Liability. EXCEPT AS OTHERWISE STATED HEREIN, OUTSIDE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON OUTSIDE’S PROPERTIES OR THE FUNCTIONALITY, PERFORMANCE OR RESPONSE TIMES THERETO. IN NO EVENT SHALL OUTSIDE OR ITS AFFILIATES, SUCCESSORS, ASSIGNS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER UNDER ANY LEGAL THEORY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. 

• Indemnification. Customer agrees to defend, indemnify and hold harmless Outside and each of Outside’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of they foregoing from and against any and all losses, costs (including reasonable attorneys’ fees), expenses, damages  or judgments resulting from any claim against any such parties in connection with Customer’s Ad(s), except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Outside. 

• Modification. Outside may modify these Terms by posting to self-service-ad-manager-terms-and-conditions. Any changes to these Terms will become effective upon posting. 

General. These Terms shall be governed by the laws of the State of Colorado, without reference to its conflict of law principles. Customer consents to the jurisdiction of the federal and state courts sitting in Denver, Colorado. The IO and these Terms constitutes the entire agreement between Customer and Outside with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of these Terms is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of the Terms shall remain valid and enforceable according to its terms. Customer acknowledges that any breach of its obligations under these Terms with respect to the proprietary rights of Outside will cause Outside irreparable injury for which there are inadequate remedies at law, and, therefore, Outside will be entitled to equitable relief in addition to all other remedies provided by these Terms or available at law or in equity.