Effective: 1st May 2018

INTRODUCTION
This page provides customers of the premium publisher network (“Publishers”) of Travel Audience GmbH with the terms and conditions under which Travel Audience services are provided. These terms and conditions are based on the AAAA/IAB Standard Terms and Conditions Version 3.0 which are intended to provide a contractual standard for the online advertising industry.

These terms and conditions are applicable whenever referenced in an order, insertion order, contract or other form of agreement (“Insertion Order” or “IO”) and together with such IO form the agreement between the customer referenced in such Insertion Order (the “Customer”) and Travel Audience GmbH (“Travel Audience”) (the “Agreement”, as further defined below).

An Agreement is made of

(i)  the applicable Insertion Order;
(ii) the Travel Audience Publisher Terms and Conditions located on this page (“Travel Audience Publisher Terms”); and

the IAB Standard Terms and Conditions Version 3.0 located at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (“IAB Terms”);

which apply in the order of precedence listed above. Any previous insertion order or commercial agreement for the same services as those ordered under an IO is terminated and replaced by such IO.

The Travel Audience Publisher Terms may be updated by Travel Audience from time to time by electronic notice to Customer. No modification of these Terms will otherwise be binding on Travel Audience unless in writing and signed by Travel Audience. The current version of the Travel Audience Publisher Terms is effective as of the Effective Date detailed at the beginning of the first page of each of these documents.

AMENDMENT TO THE IAB TERMS
These following sections amend certain sections of the IAB Terms and provide with additional specifications on the Travel Audience services.

2.1 The following provision shall be added to Section I, (a) of the IAB Terms:
“This Agreement comes into effect on the date of signature by Customer and shall remain in force for twelve (12) months following the first publication of an advertisement under this Agreement (the “Initial Term”). This Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”) unless written notice of termination is provided by either Party no less than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term (as applicable) (the Initial Term and each Renewal Term, together the “Term”). Each Party has a right of termination for convenience of this Agreement by three (3) months prior written notice to the other Party.”

2.2 The following provision shall replace Section XIII b. the IAB Terms:
“The measurement used for invoicing advertising fees under an IO is the measurement provided by Travel Audience.”

2.3 The following sentence is added to Section VI (c) of the IAB Terms:
“Deliverables detailed in an IO are non-guaranteed.”

2.4 The following provisions shall replace Sections XII(d) and (h) of the IAB Terms:
“d. Use of data

(i) For the purposes of this section, the terms “personal data”, “controller” are understood within their meaning under Regulation (EU) 2016/679 or its successor in whatever form (“Data Protection Legislation”). Throughout the provision of its services to Publishers, Travel Audience may collect types of data which are considered as personal data in certain jurisdictions (eg. cookie identifiers, device identifiers and IP addresses).

(ii) To the extent that Collected Data and User Volunteered Data contain personal data Customer acknowledges that Customer and Travel Audience are both controllers and hereby authorizes Travel Audience to access, collect, transmit, store, copy and use Collected Data and User Volunteered Data for the purposes of

(A) advertisement display, tracking of impressions, clicks and/or conversions in relation with Ads and verification of the same by Travel Audience, advertisers, media agencies and/or ad verification, ad measurement and reporting service providers; and

(B) aggregating and anonymising Collected Data and User Volunteered Data.

(iii) Travel Audience may not use personal data in Collected Data and User Volunteerd Data for any other purpose without consent from Customer. Unless explicitly stated otherwise in this Agreement, Travel Audience may only share with third parties non-personal data collected pursuant to its services. Travel Audience may also use non-personal data collected throught its services for its business purposes.

(iv) Customer acknowledges and agrees that in the provision of the services Collected Data and User Volunteered Data may be transferred to locations outside the European Economic Area in accordance applicable data protection legislation.

(v) Customer is responsible for:

(A) the placement of the code provided by Travel Audience for the purposes of the services provided under the Agreement (“Travel Audience Code”) on its website;

(B) providing users of its websites with any required legal notices and relevant information and to collect any user consent that may be required by applicable laws or regulations or at the request of Travel Audience before the Travel Audience Code is placed on a user’s browser; and

(C) providing evidence to Travel Audience upon request that the requirements described in (B) above have been met. The Customer will take any necessary corrective measures to ensure compliance with (B) that may be required by Travel Audience.

(vi) Travel Audience shall:

(A) provide Customer with Travel Audience Code and technology to be placed on the Customer websites to be used to collect user data, together with any other reasonable information which Customer may reasonably request in order for Customer to notify users about the Travel Audience Code and technology in accordance with the obligation of Customer to provide necessary notices and collect necessary consents described in Section XII. d. (iii)(B) above; and

(B) maintain appropriate security practices to ensure that all user data is kept securely and is not disclosed to third parties except as provided in this Agreement.”

2.5 The following provision shall replace Section XIV (d) of the IAB Terms:
“d. Conflicts; Governing Law; Amendment

This Agreement, and the performance of any contractual or non-contractual obligations arising from or connected with this Agreement, relationship between the Parties shall be governed by, and construed in accordance with the laws of the England and Wales without giving effect to the principles thereof relating to conflicts of the laws.

If any dispute or grievance arises out of or in connection with this Agreement, each Party agrees that the dispute or grievance will be notified in writing to the other Party and discussed between representatives of the senior management team of each Party and any other relevant representatives of each Party who have the authority to settle the dispute. If the representatives cannot agree and are unable to resolve the dispute by direct good faith negotiation within ten (10) days from the date such a dispute was raised by a Party and communicated to the other Party in writing (or any other period mutually agreed between the Parties), the dispute shall be referred to and finally settled in the courts of London, United Kingdom. The Parties agree unconditionally and irrevocably that the courts of London shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement.

If any provision herein is held to be unenforceable, such unenforceable provision shall be replaced by an enforceable provision with effects as similar as possible to the original provision and the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.”

2.6 The following provision is inserted as a new section XIV. h. of the IAB Terms:
“h. Subcontracting. Travel Audience may subcontract any or all its obligations under this Agreement to third parties but shall in any circumstances remain responsible towards Customer for the execution of such obligations.”

2.7 Unless otherwise stated in the applicable IO, IOs are non-cancellable.

2.8 The following sentence is added to Section XIV (e) of the IAB Terms:
“In the case of Travel Audience, the copy to the Legal Department will be sent to Amadeus IT Group S.A., calle Salvador de Madariaga 1, 28027 Madrid, attention: Legal Department.”

2.9 The following sentence is added to Section XIV (b) of the IAB Terms:
“Notwithstanding this section, Travel Audience may assign its rights or obligations hereunder to its affiliates.”