Version Date: 31 January 2025

Aceex operates an Ad Exchange Platform (the “Aceex Marketplace”/”Marketplace”) that allows DSPs (“Demand-Side Platform”, as defined below) to engage in real-time bidding auctions (“Auctions”) to place advertising content on websites, connected TV applications, mobile websites, or mobile applications provided by SSPs (“Supplier-Side Platform”, as defined below). Each of Customer (SSD or DSP) and Aceex may be referred to herein individually as a "Party" and collectively as the "Parties".

These General Terms and Conditions (the “Terms”) shall apply to the Customer after signing Aceex Services Agreement by the Parties, which together with these Terms and Insertion Orders shall constitute an entire Master Service Agreement for Aceex Services (the “Agreement”). Aceex Services Agreement regulates payment terms, obligations of the Parties, Customer-side specific of cooperation with Aceex, privacy-related obligations of a Customer, term of the Agreement, choice of law and dispute resolution order. In the event of any inconsistency or conflict between these General Terms and Conditions and Aceex Services Agreement (or Customer’s template-based services agreement), the inconsistency or conflict shall be resolved by giving precedence to the Aceex Services Agreement (or Customer’s template-based services agreement). Terms or conditions that are more restrictive, specific, or particular than those contained in the General Terms and Conditions shall not be construed as being inconsistent or in conflict. In the event of a conflict between Aceex Services Agreement (or Customer’s template-based services agreement) and Insertion Order, the controlling document shall be Insertion Order. In the event of a conflict between Acceptable Use Policy of Aceex and Customer’s template-based services agreement, the controlling document shall be Acceptable Use Policy of Aceex.

Non-compliance with the MSA may lead to the Customer’s Account deletion or suspension.

By entering into this Agreement, the Customer, following the technical set-up implemented by Customer and Aceex, test period, and scaling, gains access to Aceex Marketplace to become a registered bidder (DSP) and/or a content provider (SSP) and to participate in Auctions from time to time, subject to the terms and conditions set forth herein.

Aceex reserves the right to update these Terms from time to time at its sole discretion. You are responsible for regularly reviewing the terms to ensure ongoing Agreement.

If you do not agree with any of these Terms, please do not use the Marketplace.

In these General Terms and Conditions, references to "we", "us", and “Aceex” pertain to Aceex Sp. z o.o., ul.Domanievska 17/19 /133, 02-672 Warszawa, Poland, while "Site" denotes the website https://aceex.io/.

"Account" refers to the registered account of an SSP, or DSP (or in the role of SSP or DSP - Ad Exchange, hereunder referred to SSP or DSP depending on the role) on the Aceex Marketplace.

“Aceex Marketplace”/ “Marketplace” - open, managed served AdExchange platform, a technology used in programmatic advertising that facilitates the buying and selling of digital inventory using real-time bidding (RTB), through which publishers of websites through SSP may specify uniquely defined, named and described advertising opportunities and make each such opportunity available for advertisers and advertising agencies through DSP to purchase placements for a display of their advertisements.

“Advertising”/ “Ad” means advertising content proposed to be distributed to Ad Inventories.

“Ad Inventory” means the total amount of advertising space a publisher puts up for sale.

“Ad Campaign” means a set of ad groups (ads, keywords, and bids) that share a budget, location targeting, and other settings. Campaigns are often used to organize categories of products or services that are offered.

"Auction" means a real-time auction through the Marketplace for the placement of Creatives on Inventories related to Customer.

"Bid" means a price for which a Registered Bidder is willing to pay for Impressions in an Auction via the Aceex Marketplace.

"Bid Request(s)" means a piece of code used to sell display ads and inventory details, the data sent from SSP to Aceex that is used in the auction to determine a Bid.

“Campaign” - see “Ad Campaign”.

"Creative" means, as applicable: any Digital ad as defined in the IAB's Portfolio and Guidelines.

“Click-through rate” (CTR) is the percentage of users who click on an ad after seeing it. It is a key performance metric that indicates the effectiveness of an ad in capturing user interest and driving engagement. Click-Through Rate = (Number of Clicks / Number of Impressions) x 100.

“Content” means advertising materials in any form or format, such as visual, written or audible communications, videos, and recordings, made available at Placements by SSP upon DSP.

"Copyright Information" pertains to the content, organization, graphics, design, compilation, and other aspects related to Aceex and the Site or the Marketplace.

(CPM) “Cost Per Mille” is a common advertising metric that measures the cost of displaying a thousand ad impressions. To calculate CPM, you need to divide the total cost of the advertising campaign by the number of ad impressions (in thousands): CPM = (Total Advertising Cost / Number of Ad Impressions) x 1000.

“Customer”/”you” is SPP or DSP (or in the role of SSP or DSP - Ad Exchange, hereunder referred to SSP or DSP depending on the role), which entered into the Agreement to use Aceex Marketplace.

“Data Protection Laws” means relevant and applicable laws, regulations, subsidiary legislation, guidelines, and orders related to privacy and protection of personal data.

“Demand-Side Platform” (DSP) is a Customer, which represents a technology platform that enables advertisers and agencies to programmatically buy, manage, and optimize digital advertising campaigns across multiple ad exchanges and publishers.

“Discrepancy” means the discrepancy between the delivery records referred to by the Customer and the delivery records referred to by Aceex.

"Impression(s)" means the number of times a Creative is served to, and received by, a visitor viewing the Inventory as measured by Aceex.

“Insertion order” (IO) is the Customer’s Marketplace services order that specifies services order details: type of integration, traffic format, traffic type etc. Insertion orders are agreed and/or changed by Aceex and Customer via Aceex’s Questionnaires in Google forms, emails, or messages in Skype/Slack.

"Inventory" means advertising space on, within, or associated with Ads on websites or apps, streaming services, and Smart TV applications offered through the Marketplace by the Customer.

“MRC accredited tools” means Media Rating Council (MRC) accredited metrics to measurement which have undergone successful completion of an audit by the MRC and can be found at https://mediaratingcouncil.org/accreditation.

“Placements” are a collection of specific ad units created by the publisher to determine where an advertiser’s ad can be displayed. Ad units are placeholders that show users ads to monetize app or website traffic.

"Registered Bidder" means DSP, a person or entity that executed an Agreement with Aceex to use the Auction Marketplace to participate in the Auction and to deliver Impressions in Inventory.

“Restricted Data” shall mean: (i) financial information (e.g. bank account numbers, credit/debit card information ); (ii) any health or medical information; (iii) government IDs (e.g. driver’s license, passport, national ID, social security, TIN or EIN numbers); (iv) any special or sensitive categories of data as defined under applicable law (e.g. biometric or genetic data, information about one's religious beliefs, race, sex life or orientation); or (v) any information that can directly identify an individual.

“Supplier-Side Platform” (SSP) is a Customer, representing a technology platform used by publishers and digital media owners to manage and sell their ad inventory programmatically.

“Targeting Data” means data or information available for Ad Inventory provided by content providers and received by DSP through its participation in an Auction (e.g. location, carrier, etc.). Targeting Data does not include the Device Identifier.

"Terms" encompasses these General terms and conditions.

"Trademarks" encompass all trademarks, service marks, logos, trade names, and proprietary designations of Aceex.

“User” means any natural person that is a visitor to, or other end-user of, any website, portal, device, application, or other online service or the means (e.g., computer, laptop, TV, mobile telephone) used by such natural person or other end-user to visit, access, or use any such website, portal, device, application, or other online service.

“User Data” means information that is specific to or attributable to a User, including location, or Device Identifier that, without associating it with other information, cannot be used to uniquely identify, contact or precisely locate such User.

“Winning Bid” means a Bid that is selected as the winning Bid by the Aceex Marketplace according to the rules and procedures set forth herein, as in effect from time to time.

Upon executing the Terms, Login to an Account is assigned by Aceex and the Customer shall create a unique password to protect an Account.

Account creation involves using your email address. You commit not to indicate to Aceex another person's email address, impersonate others, or use email addresses deemed inappropriate by Aceex. Aceex may refuse to use specific email addresses for Account creation at its discretion.

By entering into the Agreement you guarantee that you’re eligible to do so and that you are above 18 years old. If you are acting on behalf of a company, you also guarantee that: you hold a legal capacity to close this deal on behalf of the company you represent, and binding an obligation of any entity that you may represent.

Safeguarding and maintaining the confidentiality of Account information and password are your responsibilities. Failure to do so constitutes a breach, allowing Aceex to terminate your Account. You must promptly notify Aceex of any unauthorized Account use or security breaches. You are liable for any activity conducted using your Account. Failure to verify provided information, or engaging in illegal, fraudulent, or harmful actions, empowers Aceex to suspend or terminate Account access. Customer agrees that it will not transfer or allow third-party access to the Account.

Aceex has the right to temporarily suspend the provision of services for technical, administrative or other reasons that impede the provision of services while eliminating such reasons. In this case, Aceex is not obliged to inform you about the reasons that caused account termination or suspension. In this case, Aceex will restore the balance, if any, that was stored on your Account, within the 30 days from obtaining instruction from you as to where the balance should be restored. This restoring will be active for all cases except ones caused by malware ads.

Upon termination of the Agreement Aceex will terminate your Account.

If your account has been terminated, you need to instantly delete all downloadables that you derived from Aceex and stop accessing Aceex Marketplace.

3.1. Aceex operates a digital marketplace known as the “Marketplace” that connects publishers' agents (SSP) with advertisers' agents and agencies (DSP). This platform enables SSPs to define and list specific advertising opportunities, referred to as “Placements,” which are then made available for purchase by DSPs seeking to display their advertisements.

DSPs set parameters for targeting Placements for their ads, including the maximum bid they are willing to pay for ad displays. In contrast, SSPs establish a minimum price they will accept, known as the “Reserve Price.” DSPs must submit their bids within a specified timeframe set by Aceex in response to a Bid Request.

The auction process managed by Aceex occurs in real-time for each Impression requested by the SSP. When an ad impression becomes available, Aceex sends a Bid Request using HTML-encoded text via the OpenRTB protocol to DSPs. For a DSP's bid to be valid in the auction, it must meet all requirements outlined in the Bid Request and be submitted within the designated timeframe.

For each Placement, the Marketplace identifies matching Ad campaigns based on the targeting parameters provided by DSPs. An auction mechanism is then employed to select a “Winning Ad” and determine the “Market Price” for its display. The Market Price is calculated as the sum of applicable fees for that Impression and is influenced by the winning Bid, other competing Bids, and the Reserve Price established by the SSP. Importantly, the Market Price will not exceed the winning Bid or fall below the Reserve Price.

3.2. Aceex provides you with all necessary Marketplace functions and revocable access to the Marketplace features necessary for advertising campaigns organization and limited analytics (the “Services”):

• taking part in online auctions, finding suitable ad slots, bidding, purchasing and displaying ads on publisher’s inventory,
• measurement and attribution of the performance results with system analytics (impressions and CTR).

3.3. Test period. Upon the Customer’s request according to the Insertion Order, Aceex provides a test period of 5 days with a fee cap to align with the Customer in delivery statistics, traffic verification and architecture implementation (“Integration”). Parties shall cooperate to finalize the integration as an outcome of the test period. If the Integration does not meet Aceex’s final reasonable approval, Aceex may (without incurring any liability) terminate the MSA upon written notice to the Customer.

3.4. Availability. Interruptions in the Marketplace and the Services provision are possible due to the necessary maintenance, repair, and software update, as well as accidental issues with equipment failure, network attacks and other cases that stay beyond Aceex’s control.
The data is constantly being transmitted through the Internet, which is not a secure environment by default. This may potentially cause some parts of it to go missing. This is why Aceex doesn't hold any responsibility for the information losses or alteration of it after transmission over the Internet. Nevertheless, Aceex takes all possible privacy measures to keep your information intact according to our Privacy Policies.
The outcomes that stem from your inability to access services, that come as a result of the transmission of confidential information via the Internet, informational negligence, breaches, and other causes of direct or indirect losses, are not subjected to Aceex's responsibility or the responsibility of its affiliates, agents, third-party providers, employees, and directors.

4.1. Subject to the terms and conditions of the Agreement, Aceex provides Aceex AdExchange services by granting to Customer, for the Term of the MSA, a non-exclusive, non-transferable non-assignable right to access and use Aceex Marketplace, solely for (i) bidding on the placement of bidder’s advertising on the ad Inventory at target sites and/or (ii) providing ad inventory for the placement of advertising to the winning bidder according to Aceex Marketplace.

4.2. When you receive access to the Marketplace, you gain the rights of the user who may apply all available internal functionality through the settings made by Aceex based on Insertion Order. The role of the user doesn't extend to any of the rights related to patenting, trademarking, or intellectual ownership.

4.3. As between Aceex and Customer, Aceex owns all rights, title, and interest in and to the Marketplace and the Services, including future developments and enhancements. Aside from the license granted above, Aceex does not grant the Customer any other license, express or implied. Aceex reserves all rights not expressly granted hereunder, including the right to continually evolve the Marketplace and all related technologies.

Aceex prohibits:

• Reproduction, distributing, modifying, preparing derivative works of, translations, reverse engineering, reverse compiling or disassembling Aceex Marketplace or any portion thereof;
• Using Aceex Marketplace to compete with Aceex in any way;
• Using Aceex Marketplace in a manner that is deceptive, unethical, false or misleading;
• Interfering or attempting to interfere with the full, complete, immediate, and direct display of any Ads;
• Dissemination of any malware, viruses, or other destructive code;
• Applying an unauthorized credit card to pay commissions or fund your account;
• Advertising of illegal services or products (a full list is featured in the Applicable Use Policy);
• Taking part in the fraud traffic generation and other actions that can be potentially harmful to the company’s image, or image of its affiliates;
• Being part of the entity that spawns malware and dangerous software that can stand in the way of normal user experience in all possible ways;
• Engaging in actions that cause copyright infringement, patent, trademark, or corporate secrets violation, including publicity or privacy rights;
• Making licensing or sublicensing, reselling the Marketplace or particular features of it, and performing other actions related to commercial exploiting of given services;
• Applying frame technologies to enfold Aceex trademarks, logos and other corporate information (images, text, page forms and layouts);
• Monitoring on-site changes using crawlers, bots, spiders and other computer software;
• Using scraping techniques or automated software for data gathering with an intent to scrape the ad units served via the Marketplace or gathering the information that can be directly or indirectly related to served ad units;
• Using Aceex Marketplace for benchmarking, gathering data on the performance of the Marketplace or Aceex systems or competitive intelligence;
• Doing something that can be potentially harmful to Aceex and its partners, servers, technology, vendors, employees and overall operation (e.g. denial-of-service attack);
• Using any of the available Aceex’s source code in own/other interests, or other projects and sharing it in full or in part with any other third parties; making any changes to Aceex’s source code. In the case of a breach of the proprietary right the Customer is obligated to compensate the amount of the loss incurred by Aceex as estimated by Aceex at its sole discretion.
• Using Aceex Marketplace to collect, store, upload, process or transmit to Aceex, or through the Services to any third party, any Restricted Data. Customer shall not configure the Marketplace to enable the collection, transmission, or storage of Restricted Data on or through the Marketplace.

Since the legal framework is changing the advertising industry, after some time certain regulations here may be substituted with different ones. In this regard, we recommend you regularly review these requirements for Ads to stay compliant.

All Ads and Placements must comply with Aceex guidelines in the Acceptable Use Policy.

All content in Ads served through the Marketplace is the sole responsibility of the originating party. Aceex is not liable for any content and does not guarantee its accuracy. DSP is responsible for all content submitted or uploaded through the Marketplace.

Thus, any loss or harm that Ads may cause to others is also a matter of the Customer’s concern. The moment you started using Aceex Marketplace, you represented yourself as an eligible party for delivering digital advertising services. In case your Ads affect the operation of our counterparty, we leave ourselves the right to transfer your contact info to this party for further proceedings. For the avoidance of any doubt, Aceex shall not be liable for the content of Ads provided, made, or uploaded by you or any of your affiliates, agents, third-party providers, employees, and/or directors, including but not limited to for direct or indirect, foreseeable and/or non-foreseeable damages caused by or resulting from the inappropriateness and/or unlawfulness of the content of the Ads provided. Aceex disclaims any and all liability and responsibility for the aforementioned matters.

Customer will, at all times during the Term of this Agreement: (i) maintain a privacy policy conspicuously on your website that complies with applicable law and, at a minimum, includes disclosures on the type(s) of data collected from users by the website, the website's use of any such data and the types of technologies used by the website to collect such data (e.g., cookies, pixels or other similar technologies); (ii) provide a brief explanation within your privacy policy explaining that you work with third parties which you allow to target and serve advertisements, and use cookies on your website(s), to collect non-personally identifiable data for use in connection with the delivery of such advertisements; and (iii) include a conspicuous link within your privacy policy to allow users to opt-out of receiving targeted advertisements from third parties which are parties to the Network Advertising Initiative ("NAI"), by using the opt-out tool made available by NAI at (http://www.networkadvertising.org/managing/opt_out.asp.com) or by offering an opt- out opportunity that is comparable to the NAI model.

8.1. Payments. Payment terms are agreed upon in Aceex Services Agreement. Any money transfer fees charged by a Party’s financial institution/payments service shall be such Party’s sole responsibility.

8.2. Taxes and Expenses. Each Party shall be solely responsible for any taxes, costs or expenses it incurs in connection with the performance of its obligations under this Agreement. Aceex assumes no responsibility for paying income taxes on behalf of SSP. SSP assumes complete and sole responsibility for any taxes owed as a consequence of its activities under the Agreement and agrees to indemnify and hold Aceex and its employees, affiliates and representatives harmless from any such taxes.

9.1. Each Party agrees that all business, technical and financial information it obtains from the other Party is the confidential property of the disclosing Party (“Confidential Information” of the Disclosing Party). Except as expressly allowed herein, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party. The receiving Party shall not be obligated by confidentiality obligation with respect to information the receiving Party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information.

9.2. Compelled Disclosure. If the Receiving Party is requested to, or subject to a legal obligation to, disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with notice of the same as early as reasonably practicable (if legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

9.3. Logo use. The Aceex logo can be used on the Customer’s website in Sections like “Partners”/”Vendors” or the like. The Customer may use the Aceex name and logo while a current MSA with Aceex is in effect. Such use should be confined solely to the publicity and identification of activities covered by the MSA, except as specifically authorized in writing by Aceex. Additional authorizations are required for logo use on proprietary materials that could be distributed or sold (like merchandise, posters, banners, business cards, etc.). The logo should only be used as is and not altered in any artistic manner. Avoid distortions, embellishments or other modifications to the logo or wordmark, negative description of the Marketplace.

10.1. DISCLAIMER. EXCEPT FOR ANY CLAIMS ARISING FROM (I) WILLFUL MISCONDUCT, (II) BREACH OF SECTION “CONFIDENTIALITY” AND/OR (III) THE INDEMNIFICATION OBLIGATIONS IN SECTION “INDEMNIFICATION” HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR BUSINESS ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR (II) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Media-trading outcomes. To the extent permitted by laws, Aceex refuses to provide any guarantees considering levels, positioning, timing, and other characteristics of CTR, cost per mille, availability, volumes of impressions, reaction of users on ads and related to its actions, conversions volume, data relevance, your ad positioning and adjacency to other ads. Aceex isn’t responsible for the outcome of your advertising campaign in any regard: revenue, engagement, anticipated benefits, etc.

10.2. LIMITATION. EXCEPT FOR ANY CLAIMS ARISING FROM (I) WILLFUL MISCONDUCT, (II) BREACH OF SECTION “CONFIDENTIALITY” AND/OR (III) THE INDEMNIFICATION OBLIGATIONS IN SECTION “INDEMNIFICATION” HEREOF, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS, IN THE AGGREGATE, ARISING UNDER OR RELATING TO THIS AGREEMENT IS LIMITED TO THE WINNING BID PRICES PAID TO SSP BY DSP UNDER THIS AGREEMENT IN THE THEN-PRIOR 1 (ONE) MONTH PERIOD.

11.1. Customer agrees to defend, indemnify, and hold Aceex and its officers, directors, employees, agents and representatives (collectively, “Aceex Indemnified Parties”) harmless from any third party liability, damages, costs and expenses, including reasonable attorneys’ fees, awarded to such third party by a court of applicable jurisdiction arising from: (i) a breach of any material representation or warranty provided by Customer under the Agreement; (ii) a claim that the Advertising, Customer’s content infringes or misappropriates any third party intellectual property right; or (iii) a claim that the Advertising or related content is libelous or defamatory or otherwise violates the rights of any third party. Aceex will promptly notify Customer in writing of any such claim. Aceex shall give Customer sole control over the defense and/or settlement of any such claim, except that Customer will not agree to any settlement or compromise that would require any of Aceex Indemnified Parties to make any payments or bear any obligations unless Customer obtains Aceex’s prior written approval. Aceex shall give the Customer reasonable assistance in such defense at Customer’s expense.

11.2. Aceex agrees to defend, indemnify, and hold Customer and its officers, directors, employees, agents and representatives (collectively, “Customer Indemnified Parties”) harmless from any third-party liability, damages, costs and expenses, awarded to such third party by a court of applicable jurisdiction arising from a claim that Aceex Marketplace infringes or misappropriates any third party intellectual property right. Customer shall give Aceex sole control over the defense and/or settlement of any such claim, except that Aceex will not agree to any settlement or compromise that would require any of the Customer Indemnified Parties to make any payments or bear any obligations unless Aceex obtains Customer’s prior written approval. Customer shall give Aceex reasonable assistance in such defense at Aceex expense.

12.1. Customer’s Representations and Warranties. Customer represents and warrants to Aceex that: (i) Customer has all necessary rights for Advertising, Ad Inventory and technology for the purposes described herein; (ii) Customer has the power and authority to enter into and perform Customer’s obligations under the Agreement; (iii) Customer is subject to no contractual or legal restrictions that would impair its ability to perform its obligations under the Agreement.

12.2. Aceex Representations and Warranties. Aceex represents and warrants to Customer that: (i) Aceex has all necessary rights to Aceex Marketplace, and agreements in place with the content providers and registered bidders for the purposes of this Agreement, as it may be applicable; (ii) Aceex has the power and authority to enter into and perform its obligations under this Agreement; and (iii) to the best of Aceex knowledge, it currently has no restrictions that would impair its ability to perform its obligations under this Agreement.

12.3. Aceex shall not be responsible for emergency cases and will not assume responsibility for server downtime, server delayed response time, network issues, or any other issues caused by interruption or intermittent issues of the underlying third-party hosting service provider.

12.4. Third Party Websites. The Marketplace may contain links to other websites or resources (“Third Party Websites"). Customer hereby acknowledges that Aceex is not responsible for the availability of such Third-Party Websites or related resources, and does not endorse and is not responsible for any content, advertising, products, or other materials on or available from such websites or resources. Customer further agrees that Aceex shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products, or services available on such Third-Party websites or related resources.

13.1. Suggestions. For the sake of service improvement, you may share with Aceex your ideas considering marketplace improvement and updates that require our attention. However, such suggestions you give voluntarily and out of your own will. This means that such suggestions along with any other ideas and marketing matters are free and Aceex is not obliged to provide you any compensation for them. By sending suggestions to Aceex, you agree for royalty-free, irrevocable, and unrestricted usage of them by Aceex (for free publishing, modification, sublicensing, transmission, and display for commercial purposes).

13.2. Independent Parties. The Parties to the Agreement are independent parties and nothing here in shall be construed as creating an employment relationship between the Parties. Neither Party is an agent or representative of the other Party and neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other Party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

13.3. Force Majeure. Either Party shall be excused from any delay or failure in performance hereunder (excluding payment obligations) caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, common carrier interruptions, breakdown in facilities and government requirements. Notwithstanding the foregoing, a change in economic conditions or technology shall not be deemed a force majeure. The obligations and rights of the Party so excused shall be extended ona day-to-day basis for the period of time equal to that of the underlying cause of the delay.

13.4. Assignment. The rights and obligations that you are responsible for under this agreement can't be transferred without obtaining prior consent from Aceex. Aceex can transfer its rights and obligations under this agreement at any time without providing you with prior notification. When such an assignment is executed, Aceex is released from all assigned obligations and the assignee starts to handle these obligations instead.

13.5. Survival. Customer’s obligations under Sections 5, 9, 10, 11, and 12 shall survive the termination of the MSA.

13.6. Severability of Provisions. If any provision of this Agreement is found to be invalid or unenforceable according to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.