Standard Advertising Terms

(Effective Date: 20 July 2026)

These Standard Advertising Terms (Terms) govern the placement of advertising with Astra Tech Ltd and its Affiliates. These Terms are available at www.astratech.ae/advertising-terms and are incorporated by reference into each Insertion Order entered into between the Publisher and the Advertiser or Agency (as applicable). By submitting an Insertion Order to the Publisher, the Advertiser or Agency agrees to be bound by these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

Ad or Advertisement means any advertising content, creative materials, copy, artwork, multimedia content, or other promotional materials supplied by or on behalf of the Advertiser for publication by the Publisher.

Ad Materials means the final artwork, creative files, digital assets, copy, and all other materials required to produce and display an Ad in accordance with the Specifications.

Advertiser means the person, firm, or company that wishes to advertise its products or services through the Publisher’s Advertising Inventory, whether contracting directly with the Publisher or through an Agency.

Advertising Inventory means the advertising space, placements, slots, impressions, or other advertising opportunities available on or through the Publisher’s digital platforms, applications, websites, or other media properties.

Affiliate means, in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party, where Control means the beneficial ownership of more than fifty per cent (50%) of the issued share capital of an entity, or the legal power to direct or cause the direction of the general management and policies of an entity.

Agency means any advertising agency, media buying agency, or other intermediary that enters into an IO with the Publisher on behalf of an Advertiser (the Client).

Applicable Data Protection Laws means all applicable laws and regulations relating to the processing of personal data and privacy, including (without limitation) the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, Dubai Law No. 26 of 2015 (as amended), and any regulations, codes of practice, or guidelines issued thereunder.

Applicable Laws means all applicable laws, statutes, regulations, codes, standards, guidelines, orders, and directives (including any applicable advertising standards and codes of practice) in force from time to time in the Territory.

Business Day means a day other than a Friday, Saturday, or public holiday in the United Arab Emirates.

Campaign means the advertising campaign as described in the relevant IO.

Campaign Period means the period during which Ads are to be displayed, as specified in the relevant IO.

Charges means the fees and charges payable by the Advertiser or Agency (as applicable) to the Publisher as specified in the relevant IO.

Client means, where the contracting party is an Agency, the underlying advertiser on whose behalf the Agency places advertising with the Publisher.

Confidential Information means all information (whether written, oral, electronic, or in any other form) disclosed by one party to the other in connection with these Terms or any IO that is designated as confidential or that by its nature ought reasonably to be considered confidential, including (without limitation) business plans, financial information, customer data, pricing, technical information, and trade secrets, but excluding information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully in the receiving party’s possession before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party’s Confidential Information.

Effective Date means, in respect of each IO, the date on which that IO is executed by both parties (or, if executed on different dates, the later date).

Force Majeure Event means any event beyond the reasonable control of the affected party, including (without limitation) acts of God, flood, earthquake, storm, epidemic, pandemic, fire, explosion, war, terrorism, civil unrest, industrial action, sanctions, embargo, government action or regulation, failure of telecommunications networks, power failure, or failure of third-party systems or platforms.

Insolvency Event means, in respect of a party, any of the following: (a) it becomes unable to pay its debts as they fall due; (b) it enters into or proposes any composition or arrangement with its creditors generally; (c) a receiver, administrator, liquidator, or similar officer is appointed over all or any part of its assets; (d) a petition is presented or an order is made for its winding-up; or (e) any equivalent event occurs in any jurisdiction.

Insertion Order or IO means an advertising insertion order (in the Publisher’s standard form or such other form as the Publisher may accept) submitted by or on behalf of an Advertiser and accepted by the Publisher, setting out the specific details of a Campaign.

Intellectual Property Rights or IPR means all patents, rights to inventions, trade marks, service marks, business names, domain names, rights in get-up, goodwill, rights to sue for passing off, copyright and related rights, moral rights, database rights, rights in designs, rights in computer software, trade secrets, know-how, and all other intellectual property rights, in each case whether registered or unregistered, 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 in any part of the world.

Personal Data has the meaning given in the Applicable Data Protection Laws.

Publisher means Astra Tech Ltd (company number 000002534), incorporated in the United Arab Emirates, with its registered office at Office 26-01, Level 26, Sky Tower, Shams Abu Dhabi, Abu Dhabi, Al Reem Island, United Arab Emirates, and its Affiliates (as the context requires).

Specifications means the Publisher’s technical, creative, and editorial specifications for Ad Materials as published on the Publisher’s website or otherwise notified to the Advertiser or Agency from time to time.

Term means the period during which these Terms remain in effect as between the parties, as set out in clause 15.

Territory means the United Arab Emirates, unless otherwise specified in the relevant IO.

VAT means value added tax chargeable under the UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax (as amended) and any tax of a similar nature that may be imposed in substitution for, or in addition to, such tax.

1.2 In these Terms, unless the context otherwise requires:

(a) references to clauses are to clauses of these Terms;

(b) references to a "party" include that party’s successors and permitted assigns;

(d) references to "writing" or "written" include email;

(e) headings are for convenience only and shall not affect interpretation; and

(f) references to any statute or statutory provision include any subordinate legislation and any modification, re-enactment, or replacement thereof.

2. FORMATION OF CONTRACT

2.1 Each IO submitted by or on behalf of an Advertiser constitutes an offer to purchase Advertising Inventory from the Publisher on the terms set out in that IO and these Terms.

2.2 No IO shall be binding on the Publisher until it has been accepted by the Publisher in writing (including by email). The Publisher is under no obligation to accept any IO.

2.3 Each IO, together with these Terms, constitutes a separate and distinct contract between the Publisher and the Advertiser (or Agency, as applicable) in respect of the Campaign described in that IO.

2.4 In the event of any inconsistency between an IO and these Terms, the IO shall prevail to the extent of such inconsistency.

2.5 The Publisher reserves the right to decline any IO in its absolute discretion without providing reasons.

3. AD MATERIALS AND SPECIFICATIONS

3.1 The Advertiser or Agency shall submit Ad Materials to the Publisher in accordance with the Specifications and by the deadline specified in the relevant IO (or, if no deadline is specified, no later than five (5) Business Days prior to the start of the Campaign Period).

3.2 All Ad Materials must comply with the Specifications in force at the time of submission. The Publisher shall make its current Specifications available on its website or upon request.

3.3 If Ad Materials do not comply with the Specifications or are otherwise unsuitable for publication (in the Publisher’s reasonable opinion), the Publisher shall notify the Advertiser or Agency, who shall submit revised Ad Materials within such period as the Publisher may specify.

3.4 If compliant Ad Materials are not received by the applicable deadline, the Publisher shall not be obliged to deliver the Campaign (or any part thereof) in accordance with the IO, and the Advertiser or Agency shall remain liable for the full Charges unless the parties agree otherwise in writing.

3.5 The Publisher may, in its sole discretion, reject or require modifications to any Ad Materials that it considers (acting reasonably):

(a) to be in breach of Applicable Laws or applicable advertising standards or codes of practice;

(b) to be defamatory, obscene, offensive, misleading, or otherwise objectionable;

(d) to be harmful or potentially harmful to the Publisher’s reputation, brand, or business interests; or

(e) to be technically incompatible with the Publisher’s platforms or systems.

3.6 The Advertiser (or, where applicable, the Agency on behalf of the Advertiser) is solely responsible for the content, accuracy, and legal compliance of all Ad Materials and all claims and representations made therein.

3.7 The Publisher shall have no obligation to verify the accuracy or legality of any Ad Materials and shall incur no liability for publishing Ad Materials in the form approved or supplied by the Advertiser or Agency.

4. DELIVERY OF ADVERTISING SERVICES

4.1 The Publisher shall use reasonable endeavours to deliver the Campaign in accordance with the IO during the Campaign Period.

4.2 Unless expressly stated otherwise in the IO, the Publisher does not guarantee:

(a) any specific positioning, timing, or frequency of Ad placements;

(b) any minimum number of impressions, clicks, conversions, or other performance metrics; or

4.3 The Publisher reserves the right to substitute equivalent Advertising Inventory of comparable value and reach if the Advertising Inventory specified in the IO becomes unavailable, provided that the Publisher shall notify the Advertiser or Agency of any such substitution as soon as reasonably practicable.

4.4 The Publisher shall provide the Advertiser or Agency with reasonable reporting on Campaign delivery and performance metrics, in such format and at such intervals as the Publisher makes generally available. Unless otherwise agreed in the IO, the Publisher’s reporting data shall be the definitive measure of Campaign delivery.

4.5 The Publisher may suspend delivery of a Campaign at any time if:

(a) the Advertiser or Agency is in breach of these Terms or the relevant IO;

(b) any amount due from the Advertiser or Agency remains unpaid beyond its due date;

(c) the Publisher reasonably considers that the Ad Materials or the advertised products or services may cause the Publisher to be in breach of Applicable Laws; or

(d) the Publisher is required to do so by any regulatory authority, court, or governmental body.

5. PAYMENT

5.1 The Advertiser or Agency (as applicable) shall pay the Charges specified in the IO in accordance with the payment terms set out therein. Unless otherwise specified in the IO, payment shall be due within fourteen (14) days of the date of the Publisher’s invoice.

5.2 All Charges are exclusive of VAT. Where VAT is chargeable, the Publisher shall issue a valid tax invoice and the Advertiser or Agency shall pay the amount of such VAT in addition to the Charges.

5.3 All payments shall be made in the currency specified in the IO (or, if not specified, in United Arab Emirates Dirhams (AED)) by electronic bank transfer to such account as the Publisher may notify from time to time, without any deduction or set-off.

5.4 If any amount payable under an IO is not paid by the due date, the Publisher may (without prejudice to any other right or remedy):

(a) charge interest on the overdue amount at a rate of five per cent (5%) per annum above the base lending rate of the Central Bank of the UAE from time to time, calculated on a daily basis from the due date until the date of actual payment (whether before or after judgment);

(b) suspend delivery of the Campaign and/or any other campaign then being delivered for the Advertiser or Agency until all outstanding amounts are paid in full; and/or

5.5 The Publisher reserves the right to conduct credit checks and to require prepayment, a deposit, or other form of credit security from any Advertiser or Agency as a condition of accepting an IO.

5.6 The Publisher may set off any amount owed by it to the Advertiser or Agency against any amount owed by the Advertiser or Agency to the Publisher under these Terms or any IO.

6. CANCELLATION AND AMENDMENTS

6.1 The Advertiser or Agency may cancel an IO (in whole or in part) by giving written notice to the Publisher, subject to the following cancellation charges:

(a) cancellation more than thirty (30) days before the start of the Campaign Period: no cancellation charge;

(b) cancellation between fifteen (15) and thirty (30) days before the start of the Campaign Period: twenty-five per cent (25%) of the Charges;

(c) cancellation between seven (7) and fourteen (14) days before the start of the Campaign Period: fifty per cent (50%) of the Charges;

(d) cancellation less than seven (7) days before the start of the Campaign Period or at any time during the Campaign Period: one hundred per cent (100%) of the Charges.

6.2 Different cancellation terms may be agreed in the IO, in which case the IO terms shall prevail.

6.3 Any request by the Advertiser or Agency to amend the terms of an IO (including changes to Campaign timing, placement, creative, or spend) after acceptance by the Publisher shall require the Publisher's prior written consent. The Publisher may, in its discretion, accept or reject any such amendment request and may impose additional charges in respect of any accepted amendment.

6.4 The Publisher may cancel an IO immediately by written notice to the Advertiser or Agency if:

(a) the Advertiser or Agency is in material breach of these Terms or the IO;

(b) the Publisher reasonably determines that the Ad Materials or the Campaign may cause the Publisher to be in breach of Applicable Laws, or may expose the Publisher to legal liability or reputational harm;

(d) continued publication would, in the Publisher's reasonable opinion, be contrary to the public interest.

6.5 Where the Publisher cancels an IO pursuant to clause 6.4, the Advertiser or Agency shall pay for all Advertising Inventory delivered up to the date of cancellation, and the Publisher shall have no liability for any undelivered portion of the Campaign.

7. AGENCY PROVISIONS

7.1 Where an IO is submitted by an Agency on behalf of a Client, the provisions of this clause 7 shall apply in addition to all other provisions of these Terms.

7.2 The Agency represents and warrants to the Publisher that:

(a) it has been duly appointed by the Client and has full authority to act on behalf of the Client and to bind the Client to the terms of the IO and these Terms;

(b) it has obtained all necessary approvals and authorisations from the Client in respect of the Campaign, including approval of the Ad Materials and the Charges;

(d) the Client has been made aware of, and consents to, the terms of the IO and these Terms.

7.3 The Agency shall disclose the identity of the Client to the Publisher prior to or at the time of submitting the IO. The Publisher may refuse to accept an IO if the Agency fails to identify the Client.

7.4 The Agency and the Client shall be jointly and severally liable to the Publisher for all obligations, liabilities, and amounts due under the IO and these Terms, including (without limitation) payment of the Charges.

7.5 Without prejudice to clause 7.4, the Agency's liability to the Publisher under the IO and these Terms shall not be reduced, discharged, or otherwise affected by:

(a) any failure by the Client to pay the Agency;

(b) any dispute between the Agency and the Client;

(d) any limitation of the Agency's authority of which the Publisher has not been notified in writing.

7.6 The Agency shall indemnify and hold harmless the Publisher against all losses, damages, costs, claims, and expenses (including reasonable legal costs) arising from or in connection with any claim that the Agency lacked authority to bind the Client or that the Client did not approve or authorise the Campaign.

7.7 The Publisher may, at any time, require the Agency to provide written confirmation from the Client that the Client authorises the Campaign and accepts liability under the IO and these Terms. Failure to provide such confirmation within five (5) Business Days of the Publisher's request may result in the Publisher suspending or cancelling the Campaign.

7.8 Notwithstanding the involvement of an Agency, the Publisher may communicate directly with the Client in relation to any matter arising under or in connection with the IO or these Terms.

7.9 In the event of any conflict between instructions received from the Agency and instructions received from the Client, the Publisher shall be entitled (but not obliged) to follow the Client's instructions.

8. INTELLECTUAL PROPERTY

8.1 The Advertiser (or, where applicable, the Agency on behalf of the Advertiser) hereby grants to the Publisher a non-exclusive, royalty-free, worldwide licence to use, reproduce, modify, adapt, publish, display, distribute, and transmit the Ad Materials to the extent necessary for the Publisher to deliver the Campaign in accordance with the IO and these Terms.

8.2 The licence granted in clause 8.1 shall continue for the duration of the Campaign Period and for a reasonable period thereafter solely as necessary to fulfil the Publisher's reporting obligations and to retain records as required by Applicable Laws.

8.3 The Advertiser warrants that it owns or has obtained all necessary licences, consents, and permissions in respect of the Ad Materials and that the use of the Ad Materials by the Publisher in accordance with these Terms will not infringe the Intellectual Property Rights or any other rights of any third party.

8.4 All Intellectual Property Rights in and to the Publisher's platforms, websites, applications, software, systems, formats, templates, data, algorithms, analytics, and Advertising Inventory (and any modifications or enhancements thereto) shall remain the exclusive property of the Publisher. Nothing in these Terms or any IO shall be construed as granting the Advertiser or Agency any right, title, or interest in the Publisher's Intellectual Property Rights.

8.5 The Advertiser or Agency shall not use the Publisher's name, logo, trademarks, or other brand elements without the Publisher's prior written consent.

9. WARRANTIES AND REPRESENTATIONS

9.1 The Advertiser (and, where applicable, the Agency) represents and warrants to the Publisher that:

(a) it has full power and authority to enter into and perform its obligations under the IO and these Terms;

(b) the Ad Materials and their publication do not and will not breach any Applicable Laws, regulations, or applicable advertising standards or codes of practice (including, without limitation, the UAE Consumer Protection Law and any advertising regulations issued by the relevant UAE authorities);

(c) the Ad Materials do not contain any content that is defamatory, libellous, obscene, offensive, threatening, harassing, discriminatory, or otherwise unlawful;

(d) the Ad Materials do not infringe the Intellectual Property Rights, rights of privacy, rights of publicity, or any other rights of any third party;

(e) all factual claims, statistics, endorsements, and representations made in the Ad Materials are accurate, truthful, substantiated, and not misleading;

(f) the products and/or services advertised comply with all Applicable Laws and are fit for their intended purpose;

(g) the Advertiser holds all licences, permits, and regulatory approvals necessary for the marketing and sale of the advertised products and services in the Territory; and

(h) it shall comply with all Applicable Laws in connection with the Campaign.

9.2 The Publisher represents and warrants that:

(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b) it has full power and authority to enter into and perform its obligations under the IO and these Terms; and

9.3 Save as expressly set out in these Terms, the Publisher makes no representations, warranties, or guarantees of any kind (whether express, implied, statutory, or otherwise) regarding the Advertising Inventory or the services provided hereunder, including (without limitation) any implied warranties of merchantability, fitness for a particular purpose, or satisfactory quality.

9.4 The Publisher does not warrant or guarantee any particular level of impressions, clicks, conversions, audience engagement, reach, or any other advertising performance metric, unless expressly agreed in the IO.

10. COMPLIANCE WITH LAWS AND ADVERTISING STANDARDS

10.1 The Advertiser and Agency shall ensure that all Ad Materials and Campaigns comply with:

(a) all Applicable Laws in the Territory;

(b) all applicable advertising standards, codes of practice, and guidelines (including those issued by the UAE National Media Council or any successor body);

(d) any additional content policies or advertising guidelines published by the Publisher from time to time.

10.2 The Publisher reserves the right, at any time, to reject, remove, or require the modification of any Ad or Ad Materials that the Publisher considers (in its reasonable opinion) to be in breach of Applicable Laws, advertising standards, or the Publisher's content policies, or that may expose the Publisher to legal liability or reputational harm. The exercise of such right shall not relieve the Advertiser or Agency of its obligation to pay the Charges in full.

10.3 The Advertiser and Agency shall promptly notify the Publisher of any complaint, claim, investigation, or proceeding by any regulatory authority or third party in relation to any Ad Materials or Campaign placed with the Publisher.

11. DATA PROTECTION

11.1 Each party shall comply with its obligations under Applicable Data Protection Laws in connection with these Terms and any IO.

11.2 To the extent that the Publisher processes Personal Data in connection with the delivery of a Campaign, such processing shall be carried out in accordance with the Publisher's privacy policy (as published on its website from time to time) and Applicable Data Protection Laws.

11.3 The Advertiser and Agency warrant that:

(a) any Personal Data contained in or collected through the Ad Materials has been obtained in compliance with Applicable Data Protection Laws;

(b) all necessary consents, permissions, and legal bases have been obtained or established for the Publisher to use such Personal Data for the purposes of delivering the Campaign; and

(c) the Ad Materials and the Campaign do not require the Publisher to process Personal Data in a manner that would cause the Publisher to breach Applicable Data Protection Laws.

11.4 The Advertiser and Agency shall indemnify the Publisher against any losses, costs, claims, or liabilities arising from any breach of the warranties in clause 11.3.

11.5 Each party shall promptly notify the other party if it becomes aware of any Personal Data breach affecting Personal Data processed in connection with a Campaign, and shall cooperate in good faith with the other party to mitigate the impact of any such breach.

11.6 The Publisher may collect and use anonymised, aggregated data derived from Campaign delivery for its own internal business purposes (including improving its services and producing industry benchmarks), provided that such data does not identify the Advertiser or any individual.

12. CONFIDENTIALITY

12.1 Each party (the Receiving Party) shall keep confidential all Confidential Information of the other party (the Disclosing Party) and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party.

12.2 The Receiving Party may disclose Confidential Information:

(a) to its employees, officers, directors, agents, professional advisers, and subcontractors who need to know such information for the purposes of exercising the Receiving Party's rights or performing its obligations under these Terms, provided that the Receiving Party ensures that such persons are subject to obligations of confidentiality no less onerous than those set out in this clause 12;

(b) to the extent required by Applicable Laws, any court of competent jurisdiction, or any governmental, regulatory, or supervisory authority; or

12.3 The obligations of confidentiality in this clause 12 shall survive the termination or expiry of these Terms and any IO for a period of three (3) years.

13. INDEMNIFICATION

13.1 The Advertiser and/or Agency (as applicable) shall indemnify, defend, and hold harmless the Publisher and its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, demands, actions, proceedings, losses, damages, costs, expenses (including reasonable legal costs on an indemnity basis), fines, and penalties arising out of or in connection with:

(a) the content of any Ad Materials, including any claim that the Ad Materials are defamatory, obscene, misleading, or otherwise unlawful;

(b) any infringement or alleged infringement of any Intellectual Property Rights or other rights of any third party arising from the Ad Materials or the Campaign;

(c) any claim relating to the products or services advertised, including product liability claims, consumer complaints, and regulatory actions;

(d) any breach of the warranties, representations, or obligations of the Advertiser or Agency under these Terms or any IO;

(e) any claim that the Agency lacked authority to bind the Client or that the Client did not authorise the Campaign (where applicable); and

(f) any breach of Applicable Data Protection Laws by the Advertiser or Agency.

13.2 The Publisher shall:

(a) promptly notify the Advertiser or Agency in writing of any claim in respect of which it seeks indemnification under this clause 13;

(b) provide the Advertiser or Agency with reasonable cooperation and assistance (at the Advertiser's or Agency's cost) in the defence of such claim; and

(c) give the Advertiser or Agency reasonable control over the defence and settlement of such claim, provided that the Advertiser or Agency shall not settle any claim in a manner that admits liability on behalf of the Publisher or imposes obligations on the Publisher without the Publisher's prior written consent.

13.3 The failure of the Publisher to provide prompt notice under clause 13.2(a) shall not relieve the Advertiser or Agency of its indemnification obligations except to the extent that the Advertiser or Agency is materially prejudiced by such delay.

14. LIMITATION OF LIABILITY

14.1 Nothing in these Terms shall limit or exclude either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(d) any other liability that cannot be excluded or limited by Applicable Laws.

14.2 Subject to clause 14.1, neither party shall be liable to the other party for any:

(a) indirect, incidental, special, or consequential loss or damage;

(b) loss of profits, revenue, or anticipated savings;

(d) loss of data;

(e) loss of goodwill or reputation; or

(f) any other loss or damage of a similar nature,

in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if such loss was reasonably foreseeable or the party had been advised of the possibility of such loss.

14.3 Subject to clauses 14.1 and 14.4, the Publisher's total aggregate liability under or in connection with any IO and these Terms (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total Charges actually paid by the Advertiser or Agency under the relevant IO in the twelve (12) months immediately preceding the date on which the claim arose.

14.4 The Publisher shall have no liability whatsoever for the content of any Advertisement or for any loss or damage suffered by the Advertiser, Agency, Client, or any third party as a result of the publication (or non-publication) of any Advertisement.

15. FORCE MAJEURE

15.1 Neither party shall be in breach of these Terms or any IO, nor liable for any failure or delay in performance of its obligations (other than payment obligations), to the extent that such failure or delay is caused by a Force Majeure Event.

15.2 The affected party shall:

(a) promptly notify the other party in writing of the Force Majeure Event and its expected duration;

(b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event; and

15.3 If a Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate the affected IO by giving written notice to the other party, and neither party shall have any further liability to the other in respect of the unperformed portion of that IO, save that the Advertiser or Agency shall pay for all Advertising Inventory delivered prior to the date of termination.

16. TERMINATION

16.1 Either party may terminate an IO by giving written notice to the other party if the other party:

(a) commits a material breach of these Terms or the IO and (where such breach is capable of remedy) fails to remedy such breach within fourteen (14) days of receiving written notice requiring it to do so; or

(b) suffers an Insolvency Event.

16.2 The Publisher may terminate or suspend any IO immediately by written notice if:

(a) the Publisher reasonably considers that the continued publication of the Ad Materials may cause the Publisher to be in breach of Applicable Laws or may expose the Publisher to legal liability or reputational harm;

(b) the Advertiser or Agency fails to pay any amount due to the Publisher within fourteen (14) days after the due date; or

16.3 Upon termination or expiry of an IO:

(a) all rights and licences granted under the IO and these Terms in respect of the relevant Campaign shall immediately cease (save to the extent necessary for each party to comply with its surviving obligations);

(b) the Advertiser or Agency shall pay all outstanding Charges for Advertising Inventory delivered up to the date of termination or expiry;

(c) each party shall promptly return or destroy (at the Disclosing Party's option) all Confidential Information of the other party, save to the extent that retention is required by Applicable Laws; and

(d) any provision of these Terms that expressly or by implication is intended to survive termination shall remain in full force and effect.

16.4 Termination of an IO shall not affect:

(a) any rights, obligations, or liabilities of either party that have accrued before the date of termination; or

(b) any other IO between the parties, which shall continue in full force and effect unless separately terminated.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms, together with the relevant IO and any documents referred to therein, constitute the entire agreement between the parties in relation to the subject matter of that IO and supersede all prior negotiations, representations, agreements, and understandings (whether written or oral) between the parties in relation thereto.

17.2 Variation. No variation of these Terms shall be effective unless it is in writing and signed by or on behalf of the Publisher. The Publisher may update these Terms from time to time by publishing a revised version on its website, and such updated Terms shall apply to all IOs submitted after the date of publication.

17.3 Assignment. The Publisher may assign, transfer, sub-license, or sub-contract any of its rights or obligations under these Terms or any IO to any of its Affiliates or to any third party without the prior consent of the Advertiser or Agency. The Advertiser or Agency shall not assign, transfer, sub-license, or sub-contract any of its rights or obligations under these Terms or any IO without the Publisher's prior written consent.

17.4 No Partnership or Agency. Nothing in these Terms or any IO shall create, or be deemed to create, a partnership, joint venture, or relationship of employer and employee between the parties. Neither party shall have authority to bind the other party or to incur any obligation on the other party's behalf (save as expressly provided in clause 7 in relation to an Agency's authority to bind its Client).

17.5 Third Party Rights. These Terms and each IO are made for the benefit of the parties thereto and (where applicable) their permitted successors and assigns, and are not intended to benefit, or be enforceable by, any other person.

17.6 Notices. Any notice given under these Terms or an IO shall be in writing and shall be delivered by hand, sent by pre-paid recorded delivery post, or sent by email to the addresses specified in the IO (or such other address as may be notified in writing from time to time). A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by post, on the second Business Day after posting; or (c) if sent by email, at the time of transmission (provided no delivery failure notification is received).

17.7 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or authority of competent jurisdiction, such provision shall be severed from these Terms to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions shall continue in full force and effect.

17.8 Waiver. No failure or delay by a party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right, power, or remedy.

17.9 Counterparts. Each IO may be executed in any number of counterparts, each of which shall constitute a duplicate original, and all such counterparts taken together shall constitute one and the same agreement. Execution by electronic signature (including DocuSign or equivalent) shall be valid and binding.

17.10 Survival. The following clauses shall survive the termination or expiry of these Terms and any IO: clauses 5 (Payment), 7 (Agency Provisions), 8 (Intellectual Property), 9 (Warranties and Representations), 12 (Confidentiality), 13 (Indemnification), 14 (Limitation of Liability), 17 (General Provisions), and 18 (Governing Law and Jurisdiction).

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1 These Terms and each IO, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM).

18.2 In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any IO (including any question regarding their existence, validity, or termination) (a Dispute), the parties shall first attempt to resolve such Dispute by good faith negotiations between senior representatives of the parties for a period of not less than twenty (20) Business Days from the date on which one party notifies the other in writing of the Dispute.

18.3 If the Dispute is not resolved by negotiation within the period referred to in clause 18.2, the courts of ADGM shall have exclusive jurisdiction to settle the Dispute.

18.4 Nothing in this clause 18 shall prevent either party from seeking interim or injunctive relief from any court of competent jurisdiction.

— End of Standard Advertising Terms —