CRITEO PARTNERS TERMS AND CONDITIONS
By participating in Criteo Partners (“Program”), the third party (“Partner”) acknowledges and accepts the below terms and conditions (“Terms”). Criteo S.A. “Criteo” and Partner are each a “Party” and together the “Parties”.
These Terms set out the obligations, expectations and liabilities of each Party in relation to the Program. Partner will be deemed to agree to these Terms by: (i) clicking “I accept” (or similar) in relation to the Terms; or (ii) accessing the Program platform (“Platform”). The person accepting these Terms does so on behalf of Partner and represents and warrants that (s)he has the authority to do so.
1. Criteo Partners Framework
1.1. The scope of the Program is to provide Partner with training and educational services on Criteo solutions and platform capabilities; and the opportunity to provide training and marketing feedback.
1.2. The Program may include the following:
1.2.1.Access to a training platform for registered Partner employees, with access to learning content and tests.
1.2.2. Enrollment in an online e-learning training program to increase Partner proficiency in Criteo solutions and understand how to maximize use of Criteo’s self-service platform capabilities.
1.2.3.Opportunity to obtain Criteo Partner status that can be leveraged by the Partner to further develop and maintain its client base.[PM1]
1.2.4.Incentives, as communicated or made available by Criteo or an affiliate and when not prohibited by relevant local law.
1.3. Any terms and/or policies as made available and communicated by Criteo to Partner, as may be modified from time to time, shall be incorporated by reference to these Terms.
1.4. For the avoidance of doubt, these Terms govern Partner’s access to the Program. The use of Criteo’s services and solutions, either by Partner or by end advertisers, shall be governed by Criteo’s standard terms and conditions at https://www.criteo.com/terms-and-conditions/ or as otherwise made available by Criteo, which may include an online self-service platform. Criteo services and invoicing shall be carried out by affiliate companies.
1.5. Criteo grants Partner access to the Platform for educational and training purposes. Partner shall be solely responsible for access to the platform and shall be responsible for use and storage of its personal and confidential password and shall immediately notify Criteo in writing of any loss or involuntary disclosure.
2. Intellectual Property Rights and use of the Criteo brand
2.1. Each Party remains the sole owner of the intellectual property rights it owned prior to participation in the Program or that it develops independently of its obligations under the Program and these Terms.
2.2. Partner acknowledges that the intellectual property rights and the goodwill connected with the Program in general, the training content, the site and Criteo’s Confidential Information are and shall remain the property of Criteo or its licensors.
2.3. For the duration of the Program, Criteo grants Partner a limited, royalty-free, non-transferable license to access and use any Criteo intellectual property rights strictly limited to the extent required for participation in the Program.
2.4. Use of any Criteo trademarks and/or logos shall be in accordance with any guidance as communicated by Criteo from time to time.
2.5. For the duration of these Terms, the Partner grants Criteo (including Criteo affiliates) a worldwide, royalty-free, non-transferable license to use, display, reproduce and represent the Partner’s trademarks and/or logos as part of its marketing related to the Program, including a directory.
3. Limitation of liability
3.1. EXCEPT AS SET OUT IN THIS CLAUSE, CRITEO GIVES NO WARRANTIES OR CONDITION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER AND, IN PARTICULAR, BUT WITHOUT LIMITATION, EXPRESSLY DISCLAIMS ANY WARRANTY IN RELATION TO AVAILABILITY OF THE PLATFORM.
3.2. Partner represents and warrants that (i) any information provided under these Terms is true, accurate, complete and current; and (ii) it shall comply with all relevant laws and regulations including any guidelines or policies as made available by Criteo.
3.3. Partner represents and warrants that it shall not misuse the Platform in any manner, nor interfere with the Platform or Program in a manner that may be detrimental to Criteo’s reputation or business.
3.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVENT IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF OR CORRUPTION TO DATA, DAMAGE TO REPUTATION OR GOODWILL OR LOSS OF OPPORTUNITY OR CONTRACT.
3.5. Neither Party shall have any liability for any failure or delay resulting from any event, beyond the reasonable control of that Party including, without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, strike, or any force majeure event.
3.6. For the avoidance of doubt, nothing in this Agreement excludes or limits either Party’s liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful.
4.1. “Confidential Information” means all non-public information disclosed by or for a Party in relation to these Terms, including any communications related to Criteo’s services and solutions and any information that a reasonable person would consider proprietary and confidential. Confidential Information does not include any information the receiving Party can demonstrate is: (a) already known by it without restriction; (b) rightfully furnished to it without restriction by a third party not in breach of any confidentiality obligation; (c) generally available to the public without breach of these Terms; or (d) independently developed by it without reliance on such Confidential Information.
4.2. Except for the specific right granted by these Terms, the receiving Party shall not assess, use or disclose any of the disclosing Party’s Confidential Information, and shall protect the disclosing Party’s Confidential Information using at least the standard of care used to protect its own Confidential Information of a similar nature, but not less than reasonable care. The receiving Party shall ensure that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of these Terms, and (b) have agreed to restrictions at least as protective of the disclosing Party’s Confidential Information as these Terms. Each Party shall be responsible for any breach of confidentiality by its employees and contractors.
4.3. A Party may disclose Confidential Information to comply with a court order, lawful requirement of a government agency, or when disclosure is required by operation of law (including disclosure pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the receiving Party shall use reasonable efforts to: (a) promptly notify the disclosing Party in writing of such requirement to disclosure; (b) cooperate with the disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order; and (c) otherwise limit the disclosure to the greatest extent possible under the circumstances.
5. Termination of participation in the Program
5.1. These Terms shall apply as from the date of execution and shall expire in accordance with these Terms.
5.2. Without prejudice to any other rights and remedies, either Party may terminate these Terms with immediate effect by written notice to the other Party: (a) if the other commits a material breach of any of its obligations and, in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (b) on the occurrence of a force majeure event that has continued for a minimum period of two (2) months; (c) to the extent permitted by applicable law in the event that either Party becomes insolvent, goes into liquidation, appoints an administrative receiver or analogous proceedings under relevant local law. Criteo has sole discretion as to Partner acceptance as part of the Program and may withdraw or suspend participation at any time and for any reason.
5.3. Expiration or termination (for any reason) of these Terms shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.]
5.4. Upon termination of these Terms, Partner shall cease accessing the Platform and shall not be permitted to use any training materials or other intellectual property as provided to Partner under these Terms.
5.5. Termination of these Terms does not affect any advertising campaigns that Partner may be running with Criteo.
6.1. Both Parties acknowledge and accept the applicable local privacy laws, especially and only in countries where applicable, the EU General Data Protection Regulation, when it comes to a use of personal data from the other party, including third party data.
6.2. For the avoidance of doubt, personal data entered via the Platform will be stored by a third-party platform provider and provided to Criteo (or affiliates) for administrative and marketing purposes.
6.3. Each Party warrants that neither it nor any affiliates, officers, directors, employees, and agents is the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, the European Union, or any other applicable sanctions authority. Each Party agrees to perform its obligations hereunder in compliance with all embargoes, sanctions and export control regulations of the United States, France, the United Kingdom, and any applicable jurisdiction, as well as with all applicable anti-corruption laws, anti-terrorist financing legislation, and anti-money laundering laws.
6.4. These Terms constitute the complete and entire agreement between the Parties in relation to the Program and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the Parties relating to the Program.
6.5. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of these Terms which shall remain in full force and effect.
6.6. No third party shall have any rights or obligation under these Terms. Criteo reserves the right to modify these Terms at any time and any such modifications shall be notified to the Partner via the Platform.
6.7. The Partner shall: (i) obtain and maintain all necessary governmental and any other permits, licenses, registrations, and approvals that are necessary or useful for the performance of these Terms in the relevant territory, where required, (ii) comply with all laws and regulations in force in relation to these Terms in the relevant territory, and (iii) inform Criteo of any territorial legal restrictions on general cooperation in the relevant territory.
6.8. These Terms shall be governed by the Laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of London with respect to any dispute or matter arising out of or connected with this Terms and Conditions.