Blue Oryx Marketplace Terms and Conditions: Marketplace Buyers

These special terms and conditions apply to the Customer’s use of the Blue Oryx Marketplace, either as an advertiser or agency. They supplement Blue Oryx’s General Terms and Conditions and any applicable Order Form, which together constitute the agreement (“Agreement”) between the Customer and Blue Oryx (operated by LC Media). Blue Oryx uses the Adnuntius AS platform to deliver its services.

1. Parties’ Responsibilities

1.1 Marketplace Access

Blue Oryx, via the Adnuntius platform, provides access to a digital marketplace where content owners list advertising inventory and data for purchase. The Customer acknowledges that:

• Content owners may add or remove content from the marketplace at their discretion.

• Blue Oryx’s role is limited to providing access to the platform and facilitating transactions between the Customer and Adnuntius AS.

• Blue Oryx is not responsible for the content listed by content owners, as the ownership and management of this content remain with the respective content owners.

1.2 Role of Adnuntius

Blue Oryx’s marketplace is powered by the Adnuntius AS platform. Adnuntius AS is the technology owner, while Blue Oryx acts solely as a facilitator under a white-label solution provided by LC Media. All legal, technical, and operational terms related to the marketplace’s functionality are governed by Adnuntius AS, and Blue Oryx is not liable for technology-related issues.

2. Fees and Payments

2.1 Fees

The Customer agrees to pay all fees specified in the applicable Order Forms, including amendments, as compensation for the services provided by Blue Oryx. Fees must be paid regardless of whether the Customer has received corresponding payments from any transactions conducted via the marketplace. Unless stated otherwise:

• Fees are quoted and payable in Euros (€).

• Payment obligations are non-cancellable and non-refundable.

• Subscription quantities (e.g., ad impressions, users) cannot be reduced during the subscription term.

Blue Oryx reserves the right to adjust fees by providing at least three (3) months’ written notice to the Customer.

2.2 Invoicing and Payment

Unless otherwise specified:

• Invoices will be issued to the Customer via the email address provided in the Order Form.

• Payments are due 30 days from the date of the invoice.

2.3 Overdue Charges

If payments are not received by the due date:

• Blue Oryx may issue an invoice reminder, due within 14 days, including a 2% interest per month on the overdue balance or the maximum rate permitted by law, whichever is lower.

• A second reminder (collection notice) may be issued if payment is not received after the first, applying an additional 2% charge on the overdue balance per month.

• Overdue accounts may be transferred to a debt collection agency, at which point additional fees and collection rules may apply.

2.4 Suspension of Services

If any payment remains overdue for 30 or more days, Blue Oryx may:

• Accelerate all outstanding payments, making all unpaid fees immediately due.

• Suspend the Customer’s access to the marketplace until full payment is made.

2.5 Taxes

Fees exclude any applicable taxes (e.g., VAT, sales tax). The Customer is responsible for all applicable taxes unless a valid tax exemption certificate is provided.

3. Data and Privacy

3.1 Customer Data

The Customer is responsible for ensuring:

• Proper use of the marketplace by its Users and Public Users.

• The legality, accuracy, and appropriateness of all data submitted.

Blue Oryx is not considered a “data processor” under GDPR; the Data Processing Agreement (DPA) is established directly between the Customer and Adnuntius AS.

3.2 Privacy Compliance

The Customer must comply with all data protection laws, including maintaining an appropriate privacy policy on its websites and providing users with options to manage tracking and data collection preferences.

3.3 Data Processing Agreement (DPA)

If legally required, the parties will execute a Data Processing Agreement to ensure compliance with applicable privacy laws and regulations, safeguarding the rights of data subjects.

4. Content Compliance

4.1 Content Responsibility

The Customer is solely responsible for ensuring that all advertising or creative content complies with applicable laws and ethical standards. Content must not be offensive or inappropriate, and the Customer bears full responsibility for its legal compliance, including adherence to laws concerning:

• Alcohol, tobacco, weapons, and gambling.

Blue Oryx does not monitor content compliance, and the Customer is responsible for ensuring adherence to laws and regulations relevant to their specific campaigns.

4.2 Intellectual Property (IP)

The Customer retains ownership of its advertising content and intellectual property. Blue Oryx and Adnuntius do not acquire any ownership rights over third-party content. Blue Oryx solely facilitates access to the marketplace and does not claim any rights over the materials exchanged therein.

5. Suspension and Termination

5.1 Termination for Cause

Blue Oryx reserves the right to terminate the Agreement or suspend services if the Customer:

• Fails to make payments as required.

• Violates the terms of this Agreement.

In the event of termination for cause, any unpaid fees for the remainder of the subscription term will become immediately due.

5.2 Termination for Convenience

Either party may terminate the Agreement at the end of a subscription term by providing 30 days’ written notice prior to the end of the current term.

6. Limitation of Liability

Blue Oryx’s total liability to the Customer for all claims arising out of this Agreement is limited to the total fees paid by the Customer in the preceding 12 months. Blue Oryx is not liable for any indirect, special, incidental, or consequential damages (e.g., lost profits, data loss).

7. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Norway. Any disputes arising out of or related to this Agreement will be resolved through arbitration or mediation. The parties agree to the jurisdiction of the courts in Oslo, Norway for any legal disputes not resolved through alternative dispute resolution mechanisms.

These Terms and Conditions form part of the legal framework governing your use of the Blue Oryx Marketplace. By entering into a marketplace transaction, you accept and agree to these terms, in addition to the General Terms and Conditions.