1.1 Where you see capitalised words and phrases in this Agreement, they have the meaning given to them in clause 18.
2.1 To use the System and the Services:
(a) you must have first completed our customer registration process where we will allocate an Account to you and a Credit Limit; and
(b)each User must have received an e-mail with a link to the registration page of our System and clicked the ‘I Accept’ button (see below).
2.2 Your Credit Limit shall apply across all contracts between you and us (including all Campaigns), and is a condition of those contracts, unless we and you agree otherwise in writing. We may update your Credit Limit at any time at our discretion. Your Credit Limit may be subject to conditions, for example, payment of a deposit, which must be satisfied on an ongoing basis for you to access and use the System and Services.
3.1 This Agreement sets out the terms and conditions on which we grant access to you and your Users to use the System and the Services. By using the System and Services, you enter a contract with us which is governed by this Agreement.
3.2 When a User clicks the “I Accept” button after it is displayed on the System, you acknowledge and agree that the User is authorised to accept the terms of this Agreement for you and to create a legally binding contract between us and you.
4.1 You must:
(a) use the System and the Services in accordance with the Documentation, the Campaign Guidelines, any reasonable instructions which we give to you from time to time and in accordance with applicable laws;
(b) ensure that only Users access and use the System through your Account and that in the event that a User is no longer authorised to use the System on your behalf (for example, because they are no employed or engaged by you, they are suspended or their role changes), that you immediately disable their access to the System by cancelling their access credentials for the System (and you acknowledge and agree that is your sole responsibility);
(c) take reasonable steps to:
– maintain the security of your Account and prevent unauthorized access to and use of the Account including keeping passwords, private keys, API keys and any other information which can be used to access the Account confidential; and
– ensure that your advertisements, Content or other materials that you provide to us or upload or link to the System do not contain any harmful code such as spyware, malware or viruses; and
(d) ensure that you and each User comply with Google’s reCAPTCHA software utilised as part of the System the current terms of which can be located using the following links https://www.google.com/intl/en/policies/privacy/ and https://www.google.com/intl/en/policies/terms/.
4.2 You must not (and you will ensure that each User will not) use the System or Services for any purpose which in our opinion:
(a) is unlawful, deceptive, fraudulent, immoral, offensive, harmful, discriminatory or defamatory;
(b) infringes our rights or the rights of any third party including rights of data subjects, any intellectual property rights and rights in confidential information;
(c) is in breach of any contractual terms;
(d) is designed to violate the security or integrity of any network, computer or communications system, software application or network or computing device including introducing any harmful code into the System;
(e) is intended extract or scrape or to access, query or otherwise collect advertising related information from any websites and mobile applications accessed through the System and Services, except as expressly permitted by this Agreement; or
(f) is likely to result in a liability for us or a Retailer or a claim against us or a Retailer.
4.3 You must not carry out any of the following activities which may affect the System or Services:
(a) generate automated, fraudulent or otherwise false or invalid impressions, inquiries, clicks or conversions;
(b) submit invalid queries, invalid impressions or invalid clicks on advertisements, links and other content whether manually or using automated means (such as bots);
(c) access or use the System or Services without permission or outside the rights granted to you in this Agreement, including attempting to probe, scan, or test the vulnerability of the System or to breach any security or authentication measures used by the System; and
(d) for any activities that we determine to be harmful to us, our Group Members, our Retailers, other advertisers who use the System and Services, our business partners, our service providers and the reputation or goodwill of any of them.
5.1 We will make the System available and provide the Services to you:
(a) using reasonable care and skill; and
(b) using reasonable efforts to meet any agreed timescales which are within our control, but all timescales are estimates.
(a) authorise us to place your advertisements and Content on Retailer Sites and use automated tools to format your advertisements and Content; and
(b) are solely responsible for all: (a) Content; (b) Targets; (c) Landing Pages; and (d) the products advertised on Landing Pages.
5.3 We will provide you with support to resolve general issues relating to your Account and your use of the System and the Services. This support includes access to the Documentation which we recommend you use to provide support for your use of the System and the Services. If you still have issues or questions after reviewing the Documentation, you should contact us at email@example.com.
6.1 We or our Retailers may reject, remove or move your advertisements or Target at any time, reject a Bid or select another bid in preference to your Bid for any reason including if:
(a) it does not comply with the Campaign Guidelines or any requirements in the Documentation;
(b) we believe your advertisement, Content or Target would expose us or a Retailer to liability or a claim; or
(c) a Retailer wishes to display an advertisement for its own private label product.
6.2 We may modify or cancel the System and the Services at any time if we continue to perform our obligations to you under this Agreement including carrying out your Campaigns.
6.3 We may immediately suspend or restrict use of all or any of the System or the Services by you or any User(s) without liability to you:
(a) where reasonably necessary for technical issues, maintenance of the System or operational reasons; or
(b) if you breach any term of this Agreement or the Campaign Guidelines (in our opinion).
7.1 We grant you a non-exclusive, non-transferable, revocable right to use:
(a) the System, the Services and the Documentation for the Purpose for the duration of this Agreement; and
(b) to use Reports for your own internal business purposes forever which includes the right to share Reports with your service providers in order for them to support your own internal business purposes, with Group Member and Retailers, subject to the Reports being shared on a confidential basis.
Where you are appointed by your client to use the System and Services to promote their products, you may disclose Reports to your client on a confidential basis for their own internal business purposes and your own use of Reports is limited to use in providing services to such client, and you must not use Reports in any way which breaches applicable laws and you must not use Reports for one client for the benefit of any other client.
7.2 You may cancel the Services at any time by ceasing to submit Campaigns into the System and you may terminate this Agreement at any time by sending us written notice of termination.
8.1 You may submit Bids and configure Campaigns in your discretion, but when you choose to Bid, you will ensure that your Bids and Campaigns are submitted into the System in accordance with the Documentation and Campaign Guidelines.
8.2 Once a Campaign has been submitted to the System, the System will automatically make Bids on your behalf for your advertisements to be displayed on one or more positions on a Retailer Site, as detailed in the Documentation. A Bid will only be recognised and accepted if it meets the minimum requirements set by us or our Retailer, for example, the System may set a minimum fee for each Click. The Bids will be consistent with the configuration established by you for each Campaign in the System. If your Bid is accepted by the System, us and our
Retailer, your advertisement will be displayed on the Retailer Site and you will pay us the Click Fees.
8.3 You acknowledge and agree that:
(a) Content will be reviewed by us and our Retailers and may be rejected by us or our Retailer for any reason (and you will not pay Click Fees for any of your advertisements which are not displayed on Retailer Sites);
(b) our Retailers will determine how Content for successful Bids are displayed taking into account factors such as relevance to the consumer, overall bid value, availability of products etc.) and there may not be consistency of display amongst different end-users accessing Retailer Sites);
(c) the display of your advertisements will be at the discretion of each Retailer and each Retailer may choose not to display your advertisement or to change the positioning of or the way in which your advertisement is displayed (but you will not pay any Click Fees for
your advertisements which are not displayed on Retailer Sites);
(d) the bid process is automated by the System subject to the configurations set by each Retailer in the System, the Campaign Guidelines, any rights which are reserved to Retailers and the configurations set by you for each Campaign;
(e) once a Bid is entered into the System by you it may not be withdrawn and the Bid represents an offer made by you to us to display the Ad on the terms of the Bid which, if accepted by the System, becomes a binding agreement to display your advertisements on the terms of the Bid and this Agreement including in relation to the payment of Fees;
(f) you are liable for all Fees payable in connection with a Bid entered into and accepted by the System in all circumstances including if the Bid is made in error or if the Bid has not been authorised by you, unless the bid was caused by our negligence, fraud or our breach of this Agreement or by an error in the System; and
(g) when you submit a Campaign to the System, you will specify a Campaign Budget for the Campaign and if your Bid is successful, your Campaign will cease once the Campaign Budget for that Campaign has been reached.
9.1 We may cancel a Campaign at any time before the earlier of auction or placement for any reason, or on termination of this Agreement. If you wish to cancel a Campaign, you can do so:
(a) online through your Account (if the functionality is available);
(b) if this functionality is not available, by email notice to your account representative; or
(c) if you do not have an account representative, by email notice to us to firstname.lastname@example.org.
9.2 You acknowledge and agree that there may be a delay of several hours between a cancellation request being submitted (whether by you or us) and the point at which your advertisements stop being served. You will pay all Fees for your advertisements which are served on Retailer Sites during this period.
10.1 Your Fees are calculated by us based on our records of your use of the System and the Services and the applicable billing metrics (e.g. Click Fees).
10.2 We will invoice you monthly in arrears for Fees and you will provide us with a PO number for every invoice.
10.3 You must pay the Fees to us within 30 days of the date of our invoice or within such other timeframe as is agreed between you and us in writing for payment of the Fees. The Fees exclude all applicable value-added, sales, transaction and other taxes which will be payable by you in addition to the Fees. You must pay our invoices in full. If you dispute an invoice in good faith, you must tell us about the dispute within 30 days of the date of our invoice (and if you do not do so, the invoice will be deemed to be correct and undisputed). You may not offset any payment due under this Agreement against any payment due from us. If any withholding or deduction is legally required, you will pay such additional amount to us as will ensure that we receive the same total amount that would have been received if no such withholding or deduction had been made.
10.4 If you fail to pay any invoice when due or if the Fees you owe to us exceed your Credit Limit at any time, we may:
(a) suspend the provision of the Services and your access to and use of the System until you make full payment of any outstanding amounts which may include not delivering or serving your advertisements for successful Bids;
(b) reduce your Credit Limit to reduce the amount that you can spend on future Campaigns; and
(c) (for late payment of invoices only), charge interest or equivalent compensation where required by law on any such outstanding sum at the highest rate prescribed or permitted by law, calculated on a daily basis from the date on which payment was due to the date on which we receive payment in full.
11.1 This Agreement shall start from the date on which a User clicks the ‘I Accept’ button on our System and shall end on the earlier of:
(a) termination by you under clause 7.2; or
(b) termination by us under this clause 11.
11.2 We may terminate this Agreement at any time by giving you written notice of termination.
11.3 Without prejudice to any other rights, we may terminate this Agreement if you breach any term of this Agreement and such breach (where it can be remedied) is not remedied within 30 days, by giving you written notice of your breach and our decision to terminate this Agreement.
11.4 Upon termination of this Agreement:
(a) we will cancel all your current Campaigns;
(b) you must pay all Fees outstanding or otherwise payable under this Agreement; and
(c) you must stop using the System, the Services and the Documentation.
11.5 Any provisions of this Agreement which are required to survive termination of this Agreement shall survive termination including clauses 7.1(b), 9.2, 10, 11.4, 12, 13.2, 13.3, 14, 15, 16, 17.9 and 18.
12.1 The System, the Services, the Documentation and the Reports use our IP. Title to and ownership of our IP are and shall remain the exclusive property of us and our licensors, and except for the limited license granted to you by us in this Agreement, we reserve all right, title and interest in and to our IP.
12.2 You acknowledge and agree that:
(a) any unauthorised copying or unauthorised use of our IP is a violation of this Agreement, will infringe our IP and is strictly prohibited;
(b) you will provide us with, or access to, the Content in order to allow us to provide the System and Services to you and you grant us, our licensors, service providers and Retailers a license to use the Content for the purposes of performing the Services, providing the System and performing our obligations under this Agreement to you (including displaying your advertisements on Retailer Sites) for the duration of this Agreement;
(c) any bug reports, usability reports, test results, or feedback made or given by you in relation to the System and the Services (and any Intellectual Property Rights relating to them) shall be the sole property of us and our licensors and may be used by us and our licensors for any purpose;
(d) all data collected by us from you in connection with the provision of the System, the Services and the performance of our obligations under this Agreement to you will be owned by us (notwithstanding clause 14); and
(e) to the extent that any Intellectual Property Rights in (c) and (d) vest in you on creation for any reason, you assign those rights to us by entering this Agreement.
12.3 You must not:
(a) take any action to jeopardise, limit or interfere with our and our licensors’ ownership of and rights with respect to our IP;
(b) copy, modify, distribute, sell or lease any part of the System, Services, Documentation, Reports or any other materials which we provide or make available to you in connection with the System and the Services, other than the limited rights expressly granted under this Agreement;
(c) reverse engineer or attempt to extract the source code of any software which we use to provide the System and the Services, unless laws prohibit those restrictions or you have our prior written permission; and/or
(d) remove, obscure or alter our or our licensors’ copyright notice or other proprietary rights notices which are displayed on the System, Services, Documentation or Reports.
13.1 You warrant and represent to us that you:
(a) (and your Users) will use the System, the Services and the Documentation only in compliance with this Agreement and all applicable laws;
(b) (and your Users) will not use the System or Services in any way which will create any liability for us, put us in breach of applicable laws or result in any third party claim against us; and
(c) own, or are otherwise authorised to use, and permit us and our Group Members, Retailers and other service providers to use, all Intellectual Property Rights in your advertisements and Content to perform our obligations under this Agreement and such use will not infringe any third party Intellectual Property Rights; and
(d) have all necessary rights and permissions necessary to meet your obligations and to grant or exercise any rights under this Agreement and that in meeting any such obligations and granting or exercising any such rights, you will not infringe, or cause us or anyone else to infringe, any applicable law or the rights of any third party (and where you are appointed by your client to use the System and Services to promote their products, you have been authorised by your client to do so).
13.2 You will indemnify, hold harmless and defend us, our Group Members, Retailers and each of their Personnel, service providers, business partners and licensors at your sole cost and expense in full and on-demand, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including reasonable legal fees and other dispute resolution expenses) incurred by any of them arising out of or relating to your:
(a) breach of any term of this Agreement, including any breach of your warranties in clause 13.1;
(b) negligence or intentional misconduct or that of your Users; and
(c) use or misuse of the System or the Services by or on behalf of you.
13.3 We reserve the right to assume the exclusive defence and control of any claim subject to this indemnity you shall not, in any event, settle any claim without our prior written consent.
14.1 Subject to Clause 14.2, the Receiving Party shall keep the Disclosing Party’s Confidential Information secret and confidential and shall not disclose the Disclosing Party’s Confidential Information except:
(a) with the Disclosing Party’s prior written consent; or
(b) to the Receiving Party’s Personnel, professional advisers, service providers, Group Members and, where you are the Receiving Party, to your client, where you are appointed to use the System and Services to promote their products, provided that in each case it is only shared to the extent necessary for the purposes of exercising its rights or complying with its obligations as set out in this Agreement, and provided the Receiving Party has informed them of the confidential nature of that Confidential information and the Receiving Party ensures that they observe and comply with this Clause in respect of that Confidential Information.
14.2 The Receiving Party may use and disclose the Disclosing Party’s Confidential Information:
(a) to the extent permitted by this Agreement;
(b) if the Receiving Party can demonstrate that the Confidential Information was already known to it at the time it was made available by or on behalf of the Disclosing Party (or at the time that the Receiving Party’s Personnel gained that Confidential Information), and provided the Receiving Party does not owe a separate obligation of confidentiality to any person in respect of that Confidential Information;
(c) if that Confidential Information is in the public domain other than as a result of a breach of contract, breach of duty of confidence or unauthorised access to or disclosure of Confidential Information;
(d) if that Confidential Information is separately disclosed to the Receiving Party by a third party who is not under any confidentiality obligation in respect of that Confidential Information;
(e) to the extent it was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or
(f) if disclosure of that information is required by applicable law, rules of a stock exchange, any governmental or regulatory authority or by a court of competent jurisdiction, provided in each case, where lawful, the Receiving Party consults with the Disclosing Party in advance of any such disclosure including to give that Disclosing Party a reasonable opportunity to resist or limit disclosure and to cooperate (at the Disclosing Party’s expense) with the Disclosing Party’s efforts to resist and/or limit disclosure.
14.3 Except to the extent the Receiving Party is required by law to retain a copy of the Disclosing Party’s Confidential Information, the Receiving Party shall return to the Disclosing Party on demand, and in any event on termination of this Agreement, all Confidential Information disclosed by the Disclosing Party which is in physical or electronic form and shall destroy all copies made by the Receiving Party, its Personnel and Group Members, including all such information stored on their computer systems and all other documents which contain any part of or reference to the Disclosing Party’s Confidential Information. To the extent the Receiving Party is required by law to retain a copy of any of the Disclosing Party’s Confidential Information, it shall keep that Confidential Information secure and shall not use it for any purpose other than to comply with the relevant law.
15.1 Nothing in this Agreement will limit or exclude liability:
(a) under any indemnities;
(b) which cannot be limited by law; or
(c) for payment of the Fees when due.
15.2 Each of your liability and our liability in connection with this Agreement is limited to the Fees paid or payable by you for the Campaign to which the liability relates and shall be limited in total in each calendar year to the Fees paid or payable in that calendar year, whether the liability is in contract, tort or any other legal theory.
15.3 Neither you nor we will be liable in relation to or in connection with this Agreement, whether in contract, tort or under any other legal theory, for:
(a) any indirect loss;
(b)any loss of revenues, profits, contracts, business, goodwill, reputation, or any failure to realise anticipated savings; or
(c) any breach, delay, error or failure to the extent it arises from an event beyond the relevant party’s reasonable control (other than late payment of Fees).
15.4 We shall not be liable under this Agreement for any interruption, defect, delay, non-performance or other breach of our obligations where it is caused by:
(a) any change, defect, issue or other problem affecting any of your advertisements or Content, Targets, your websites or other information technology systems, unless it is caused by us;
(b) your delay, negligence or breach of this Agreement; and/or
(c) any action we take in accordance with your instructions or the terms of this Agreement.
15.5 Other than the warranties expressly set out in this Agreement, we do not make any specific promises to you about the System or Services. All warranties, conditions and other terms that may be implied into this Agreement whether by law or otherwise are excluded or if they may not be lawfully excluded are waived by you.
16.1 All notices and notifications must be in writing and delivered by hand with signature obtained on delivery, by first class post (or equivalent) to the address of our registered office you or by email to email@example.com (for notices you send to us) and to the contact address which we hold on our system or the e-mail address which we hold on our system (for notices we send to you).
16.2 Notices sent by hand are served when delivered; by first class post (or equivalent) are served two UK business days after posting; and by email are served when transmitted (without “bounce-back” or other error message).
16.3 Each party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.
17.1 We may amend this Agreement from time to time and the latest version of this Agreement will be the version available on the System. Any other variation of this Agreement must be in writing and signed by an authorised representative of us and you.
17.2 We and you are independent contractors and nothing in this Agreement is intended to create a principal-agent relationship, a partnership or joint venture. Neither we or you are authorised to enter into any contract or other binding obligation or make any representations on behalf of the other.
17.3 This Agreement is the entire agreement between us and you relating to its subject matter and supersedes all prior agreements between us and you in relation to the same subject matter (but this Agreement does not supersede any other agreement between us and you for other products and services that we provide to you). No other terms and conditions put forward by one party (for example, on a purchase order) shall apply unless the other party expressly indicates its agreement in writing signed by an authorised representative of that party.
17.4 In entering into this Agreement, you and we agree that neither you nor we rely on and shall have no remedy in respect of any statement, representation, warranty or understanding other than those expressly set out in this Agreement. You and we agree that the sole claim for any statement, representation or warranty expressly set out in this Agreement shall be for breach of contract. Nothing in this Agreement is intended to exclude or limit a party’s liability for fraudulent misrepresentation.
17.5 A waiver must be in writing and signed by the party granting the waiver to be effective. We and you will not be treated as having waived any right or remedy under this Agreement or under the law by not exercising or by delaying exercising that right or remedy. If we or you only partly exercises a right or remedy, this shall not prevent or restrict us or you from further exercising that right or remedy.
17.6 Neither we or you may assign, sub-contract, place into trust or otherwise transfer any rights or obligations under this Agreement without the other party’s prior written consent which shall not be unreasonably withheld, except that we may subcontract all or any of our obligations under this Agreement without your prior written consent.
17.7 All rights and remedies under this Agreement are cumulative unless expressly stated otherwise.
17.8 If any term or part of a term of this Agreement is unenforceable for any reason, the other terms shall survive. Where just part of a term is unenforceable but would be enforceable if modified, the remainder shall survive with the minimum modification necessary to give effect to the commercial intention of the parties.
17.9 This Agreement and all contractual and non-contractual disputes and claims relating to this Agreement, its formation or interpretation shall be governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the English courts.
Account means the account which we create for you and your Users to use the System and the Services to make Bids and manage Campaigns.
Agreement means the terms and conditions set out in this document (as updated from time to time).
Bid means any bid that is placed through the System relating to a Campaign using your Account.
Campaign means a campaign to serve advertisements for your products (or those of your client, where you are appointed by your client to use the System and Services to promote their products) on a Retailer Site through the System.
Campaign Budget means an amount for each Campaign which is the maximum amount of Fees (including VAT and any other applicable taxes) that you are prepared to pay for that Campaign.
Campaign Guidelines means any specific requirements or conditions which you must comply with when placing Bids or organising Campaigns for Retailer Sites which we make available to you as part of our Documentation.
Click means any action taken across any device (desktop, mobile, tablet) in both browser and mobile app environments to initiate a redirect to the landing page of your advertisement, to find out more information about the product which is the subject of your advertisement or to put the product which is the subject of your advertisement into the end-user’s cart/shopping basket.
Click Fees means the fee payable by you for each Click as determined by Bids accepted through the System.
Confidential Information means any and all data or information that is confidential in nature, whether disclosed orally or in writing and whether eye readable, machine readable or in any other form including know-how, algorithms, methodologies, specifications, technical literature, information of a commercial, financial, cost, pricing or marketing nature such as marketing plans and commercial strategies and any other material made available by one party to the other.
Content means any content which you make available for display on Retailer Sites.
Credit Limit means the credit limit we set for you (and includes any ‘wallet’ assigned to your Account which sets a monthly credit limit for your Account), as updated by us from time to time.
Disclosing Party means the party that discloses Confidential Information to the other party.
Documentation means all documentation that we make available to you regarding your use of the System and the Services (as updated from time to time), including through our onboarding process or the System.
Fees mean Click Fees and any other fees and charges payable by you for your use of the System and Services.
Group Member means us and any legal person that is a subsidiary of ours and includes any legal person over whom we have control and also includes any legal person over whom we have direct or indirect ownership of 50% of more of the voting share capital or the equivalent right under contract to control management decisions; and for you, means you and any legal person that directly or indirectly controls is controlled by or is under common control with you.
Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, goodwill, know-how and rights in confidential information, any application or right to apply for registration of any of these rights, any rights protected or recognised under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
Landing Pages means sites to which your advertisements direct users along with the related URLs and redirects.
our IP means Intellectual Property Rights owned by us or our licensors.
Personnel means a party’s officers, directors, employees and agents.
Purpose means your own internal use of the System and Services by you and your Users to display your advertisements on Retailer Sites (or those of your client, where you are appointed by your client to use the System and Services to promote their products).
Receiving Party means the party that receives or obtains Confidential Information from the other party.
Reports means any reports relating to your Account and your use of the System and Services made available to you by the System to view and download (and the System will also make available key information through a dashboard including impressions, Clicks, sales, click through rate and conversion rate, but this online dashboard is part of the System).
Retailer Sites means websites and mobile applications operated by our Retailers, details of which are displayed on the System from time to time.
Retailers mean online retailers to whom you (or your client, where you are appointed by your client to use the System to promote their products), supply your/their products and who are subscribers to our System.
Service Description means the description of the System and the Services as set out in the Documentation from time to time.
Services means providing access to the System together with associated support services, as further described in this Agreement and the Service Description.
System means our online sponsored search and sponsored advertising platform which enables you to manage Campaigns and submit Bids for your advertisements to be served to end-users of Retailer Sites, as described in the Service Description.
Targets means trafficking or targeting decisions for your advertisements, such as keywords.
Users means an individual user of the System that you authorise to access and use the System and Services.
we/us/our means dunnhumby Limited.
you/your means the company in whose name the Account is opened.
18.1 References to any law in this Agreement are to that law as amended or replaced from time to time, and include all relevant subordinate or secondary laws made under that law.
18.2 The words “including” and “in particular” and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality of any other words or expressions.
18.3 References to ‘advertisements’ in this Agreement shall mean advertisements for your products which are the subject of Campaigns and displayed on Customer Sites following any successful Bids made through the System (or those of your client, where you are appointed by your client to use the System to promote their products).