TERMS & CONDITIONS

1.1 These Terms & Conditions (“Terms”) govern the relationship between you (“Client”, “Advertiser”, “you”) and LUDENS S.A. (“we”, “us”, “our”, or “the Platform Provider”) with respect to your access to and use of our digital advertising campaign-management platform and related services (the “Platform” or the “Services”).

1.2 By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree with any of them, you must not use the Services.

1.3 “Campaign” means any advertising campaign created, configured, launched or managed via the Platform integrating external ad-networks or publishers (including but not limited to Meta / Facebook, Google Ads, Taboola).

1.4 “Ad-Network” means any third-party advertising or publishing platforms, networks, exchanges or marketplaces (e.g., Meta, Google, Taboola) through which Campaigns may run.

1.5 “Content” means all text, images, video, audio, graphics, creative assets, landing pages, links, and materials used or intended to be used in a Campaign.

1.6 “Client Data” means data, information or materials you provide to us (or which we collect on your behalf) in connection with the Services, including your Content, targeting criteria, analytics data, metrics, account credentials, etc.

1.7 These Terms, together with any Order Form, payment terms, Service Description or other document expressly incorporated by reference (collectively the “Agreement”), constitute the entire agreement between you and us regarding the Services.

2.1 We will provide you access to the Platform and enable you (or an appointed agency) to create, manage and monitor Campaigns across one or more Ad-Networks.

2.2 The Services may include (without limitation):

(a) account integration with selected Ad-Networks;

(b) campaign setup and configuration tools;

(c) real-time or near-real-time analytics, dashboards and reporting;

(d) support, maintenance or training services as specified in the applicable order.

2.3 We may engage third-party service providers or subcontractors to perform part of the Services, including the provision of access to the Ad-Networks.

2.4 We reserve the right to modify, suspend or discontinue (temporarily or permanently) the Platform (or any part thereof) at our discretion, with or without notice, and you agree that we will not be liable to you for any such modification, suspension or discontinuation.

3.1 You acknowledge and agree that you are solely responsible for the Content of all Campaigns. You represent and warrant that you have all necessary rights, licenses and permissions to use the Content and to publish or display it via the Ad-Networks.

3.2 You further acknowledge and agree that the selection of targeting, budget, bids, creatives, links, landing pages, ad formats, placements and other campaign settings is your responsibility (or that of your appointed agency).

3.3 You agree to comply with all applicable laws, regulations and all policies of the Ad-Networks, including but not limited to advertising policies, prohibited content rules, data protection laws, export controls, etc.

3.4 You agree to supply accurate, complete and timely Client Data and cooperate with us, including by providing access to accounts, credentials, or any other assistance reasonably required for us to provide the Services.

3.5 You are responsible for all costs, charges and fees associated with the Campaigns (including amounts billed by the Ad-Networks and/or us in respect of our Services) unless otherwise agreed in writing.

4.1 You acknowledge that each Ad-Network is a separate and independent entity and you are subject to their terms, conditions, policies and operational practices. Our Platform is a conduit to enable access or management, but we do not control the Ad-Networks.

4.2 We do not guarantee that any Campaign will run, be accepted by an Ad-Network, meet performance targets, remain uninterrupted, or achieve any specific metric.

4.3 You release us, and hold us harmless, from any and all claims, liabilities, damages or losses arising directly or indirectly out of the acts or omissions of any Ad-Network (including suspensions, account deactivations, policy changes, billing issues, ad rejections or removals).

4.4 Disputes between you and an Ad-Network shall be resolved directly between you and that Ad-Network. We may, but are not obligated to, assist in providing documentation or liaison.

4.5 Our Services do not include any guarantee of results (clicks, impressions, conversions, ROI) of any Campaign unless separately agreed in writing (and even then, subject to third-party platform risk).

5.1 You will pay fees to us for the Services as set forth in the applicable Order Form or agreement. Unless otherwise stated, all fees are payable in USD and are non-refundable.

5.2 The budget you allocate for a Campaign (or budgets allocated to Ad-Networks) is separate from our service fees; the budget is paid/charged to the Ad-Networks or as otherwise indicated.

5.3 You agree to pay all amounts due by the due date. If payment is overdue, we may suspend or terminate your access to the Services and/or charge late fees (if permitted by law).

5.4 You are responsible for any taxes, duties, levies or similar governmental charges associated with the Services.

5.5 We reserve the right to change our fees or billing practices upon 30 days’ prior notice. Continued use of the Services after such notice will constitute your acceptance of the changes.

6.1 All rights, title and interest in and to the Platform, including all software, technology, documentation, tools and materials, remain our exclusive property (or that of our licensors).

6.2 We grant you a non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with this Agreement.

6.3 You retain all rights in and to your Content and Client Data. You grant us a worldwide, royalty-free, non-exclusive license to access, store, copy, transmit, display and use such Content solely as necessary to provide the Services.

6.4 You shall not modify, copy, create derivative works of, reverse-engineer, sublicense, distribute or make the Platform available to third parties, nor use it in violation of law or third-party rights.

7.1 “Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or reasonably should be understood as confidential.

7.2 Each Party agrees to use the other’s Confidential Information only for performance under this Agreement and to protect it with at least reasonable care.

7.3 Confidential Information does not include information that becomes public, was already known, is developed independently, or must be disclosed by law.

7.4 Upon request or termination, each Party shall return or destroy the other’s Confidential Information (subject to legally required retention).

8.1 We warrant that we will provide the Services in a professional and workmanlike manner.

8.2 EXCEPT AS EXPRESSLY STATED HEREIN, WE MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3 YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE DO NOT GUARANTEE UNINTERRUPTED SERVICE, SPECIFIC RESULTS, OR PERFORMANCE OF ANY AD-NETWORK.

8.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.5 IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.1 This Agreement begins on the Effective Date and continues until terminated.

9.2 Either Party may terminate for convenience upon 30 days’ written notice.

9.3 Either Party may terminate immediately if the other materially breaches and fails to cure within 30 days of notice.

9.4 Upon termination:

(a) all licenses immediately cease;

(b) you must pay all outstanding amounts;

(c) we may deactivate your access;

(d) each Party may retain data required by law.

9.5 We may suspend access immediately if you violate these Terms, cause potential harm, or if required by an Ad-Network.

10.1 You must comply with all applicable data-protection laws, including the General Data Protection Regulation (GDPR) where applicable.

10.2 We will use appropriate technical and organizational measures to protect Client Data, though we cannot guarantee absolute security.

10.3 You agree to indemnify and hold us harmless from any claim or penalty arising from your breach of data-protection obligations or misuse of the Platform.

11.1 You agree to defend, indemnify and hold harmless LUDENS S.A. and its officers, directors, employees and affiliates from any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising from:

(a) your use of the Platform;

(b) any Content or Campaigns you create or publish;

(c) your breach of this Agreement; or

(d) acts or omissions of any Ad-Network or third-party related to your Campaigns.

11.2 Our liability for indemnification shall not exceed the limits set in Section 8.

12.1 This Agreement shall be governed by and construed in accordance with the laws of the República Oriental del Uruguay , without regard to conflict-of-law principles.

12.2 Any dispute arising from or relating to this Agreement shall be submitted to the competent courts of Montevideo, Uruguay , and the Parties hereby consent to their exclusive jurisdiction.

12.3 All proceedings shall be conducted in English or Spanish, as determined by the court.

13.1 We reserve the right to modify these Terms at any time. Updated Terms will be posted on the Platform with the revised “Last updated” date.

13.2 Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

13.3 If you do not agree, you must stop using the Services and notify us in writing.

14.1 Relationship of the Parties – Independent contractors; no partnership, joint venture or employment relationship is created.

14.2 Assignment – You may not assign this Agreement without our prior written consent. We may assign without notice.

14.3 Severability – If any provision is held invalid, the rest remain in effect.

14.4 Waiver – No waiver of any breach is a waiver of subsequent breaches.

14.5 Notices – All notices must be in writing and sent to the address specified below.

14.6 Entire Agreement – This Agreement constitutes the full and final understanding between the Parties, superseding any prior communications.

Company name: LUDENS S.A.

Registered address: Dr. Luis Bonavita 1294 Of. 214, Montevideo, Uruguay

Registration number: 219746610010

Email: info@ludenssa.com