Thank you for choosing Mundo Media Ltd. (the "Company", "Mundo Media", "us", "we" or "our"). Pursuant to the terms and conditions of this agreement (the "Agreement"), the Company and you ("you", "your", or "Publisher") shall agree to the following terms and conditions for the receipt of advertising materials ("Ad Content", "Creative" or "Creatives") from our advertising customers ("Advertiser"). This includes the serving, tracking and reporting of each campaign made on the Company's network (the "Network" or "Program"). The Cost per Engagement program enables you to add promotional features to your website, as approved by us, and to send data to us for which you will be eligible to receive compensation in accordance with, and subject to, this Agreement. This Agreement, together with any amendments and offer specific terms and conditions, governs your participation as a member of the Network or Program. You covenant and agree to be bound by this Agreement, and any schedule(s) attached, as amended by the Company from time to time.
By continuing to access our services you are representing to us that you are doing so because you are legitimately interested in using our services. Any other use of any of our information is expressly forbidden. In addition, our services are intended for business purposes only. By continuing to access our services you are also warranting that you are not associated with any other type of agency or any governmental or regulatory body. All our legal rights are reserved.
An individual or entity which allows its website or website content and/or other traffic sources to include banners, and/or other acceptable forms or links, to permit traffic and or results between the Publisher and the Programs offered by the Network pursuant to this Agreement.
You may use business partners and/or associates to fulfill the obligations or exercise the rights under a particular offer or campaign. Any of your business partners or associates that participate in or perform any activities on your behalf, under this Agreement, shall be considered to be a "Sub-Publisher." We reserve the right to review, approve or reject any and all Sub-Publisher(s) and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publisher(s) must meet the same criteria for approval as the Publisher as set forth in this Agreement and must comply with all the terms and conditions that are applicable to you under this Agreement. You are responsible for and shall fully and unconditionally indemnify the Company for any and all actions of any of your Sub-Publisher(s), including the payment of legal fees and costs, if necessary. Further, we may, at our sole discretion, terminate you at any time based on the actions of your Sub-Publisher(s). You agree that the Company is under no obligation to pay a Sub-Publisher. We further reserve the right to withhold or refuse payment to you in the event that any Sub-Publisher(s) breach this Agreement.
Membership in the Network is subject to our prior approval and we reserve the right to refuse service to you, or any other publisher, in our sole discretion, with or without cause. Approval of membership in the Network is limited only to the specific root URLs for which you have applied for approval. We reserve the right to withhold approval of membership to the Network based on your website's primary language. We reserve the right, in our sole discretion and without liability, to reject, omit or exclude you or your website for any reason at any time, with or without notice to you and regardless of whether you or your website were previously accepted. The Company may at any time audit you for compliance purposes. You agree to provide us with any reasonable information necessary to conduct an investigation into your compliance with the law, offer specific terms and conditions and this Agreement.
Parasites, Adware, Spyware, etc.
You agree that you will not use Parasites, Adware, Spyware or any other method of manipulating traffic to generate traffic. Specifically, you agree that the following practices are strictly prohibited unless explicitly approved in writing by us:
Approval of Publisher
Registration with us shall not confer any right on you to market or promote any programs made available by us on behalf of the Advertiser. You will need official approval from us before you can become a Publisher. Only when you are approved are you permitted to use the Network and Programs. We reserve the right to withhold or refuse, at our sole discretion, approval for any reason.
In order to be eligible to become a Publisher, all websites, partnered websites and e-mail distribution lists (collectively the "Media") must meet the following criteria:
You represent and warrant that:
The Company shall pay any amounts due to you on or about the last day of the month for the total undisputed revenue generated during the previous month. We reserve the right to payout to you, prior to the last day of every month, as negotiated on a case by case basis. Furthermore, we reserve the right to reduce any payments owed to you as a consequence of any offsets taken by Advertisers for invalid events, technical errors, tracking discrepancies, instances of fraud and the like. All amounts will be paid in US dollars. No payments will be issued for any amounts less than US $100 dollars (the "Payment Threshold"). All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. We will not pay for any events that occur before a program is initiated, or after a program terminates. Invoices submitted to us and payments made to you shall be based on the events as reported by us. We will not be responsible to compensate you for events that are not recorded due to your error. We require you to provide a W-9 for bank accounts in the U.S. and a W8 for all payments outside of the U.S., and similar such information, as a condition to receive payment. Furthermore, any accounts with a Canadian address will be required to provide an invoice with a registered HST# in order to receive payment. Payment will only be made for actions verified by the Company. You agree that payment will be owed to you from the applicable Advertiser, and that corresponding payments shall be made by the Company to you out of the funds actually collected by the Company from the applicable Advertiser. The Company shall have no payment obligation to you where the Advertiser has not remitted sufficient payments to cover amounts owed and due to you. Instead, you shall have the right to pursue any and all legal remedies directly against any Advertiser that has not made funds available to pay sums due and owing to you in connection with a particular offer or campaign. Chargebacks requested by an Advertiser may be applied up to ninety (90) days after the Advertiser requests that the chargeback be applied. The number or amount of actions, credits for payments and debits for chargebacks, as calculated by the Company, shall be final and binding.
We reserve the right to terminate any relationship between you and the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon issuance or receipt of such termination notice, you agree to immediately remove our html code for serving Creative from your website. You will be paid, in the next scheduled payment cycle, all undisputed earnings due up to the time of termination. In the event that blatant fraudulent activities have been documented by our server logs, no previously held or future payments will be made to you.
We reserve the absolute right to refuse to partner with you or any Publisher. We do not accept websites that: produce or provide adult content; engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking; are under construction; hosted by a free service; are a personal home page; or do not own the domain they are under. Our ad codes shall not be used on webpages that contain forums, discussion boards, or chat rooms.
This Agreement is immediately voidable if you fail to disclose, conceal or misrepresent you or your website in any way. In addition, we may in our sole discretion refuse your website if we deem your website inappropriate. To ensure compliance with this Agreement, if you change any content after approval for membership, you MUST notify us of the changes in writing IMMEDIATELY. All ad content must be reviewed and approved by the Company and we reserve the right to withhold, refuse or withdraw approval of any websites, email distribution lists and/or marketing channels for any reason, whatsoever, in our sole discretion. Notwithstanding the foregoing, our policies, specifications and/or recommendations with respect to any websites, email distribution lists and/or marketing channels used by you should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists and/or marketing channels comply with applicable law. The Company does not represent or warrant that such policies, specifications and/or recommendations are legally compliant or appropriate. The Company assumes no obligation and hereby disclaims any liability for your use of and/or reliance upon any such policies, specifications and/or recommendations. You should consult with your legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations as provided by the Company. You will not alter, modify or otherwise change any ad content or Creative features, in any manner whatsoever, without our prior express written consent. Notwithstanding the foregoing, you must comply, immediately, with any and all requests by the Company to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the ad content or Creative. You will not run any deactivated Creatives after the Advertiser has posted new Creatives to run in lieu of those deactivated. You agree to review the availability of Creatives on a daily basis and you shall be solely responsible to update the Creatives. The Company assumes no responsibility to notify you when a specific Creative is no longer available.
You agree to indemnify and hold us, the Customer, our Advertisers, and their respective partners, employees, officers, agents, directors and representatives ("Indemnified Parties"), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable legal fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with our use of the email list provided by you including, but not limited to alleged violations of CAN-SPAM and CASL and any other applicable laws.
You warrant that you will not send any commercial email to any person who has requested not to receive email from you and/or the Customer and that you are in full compliance with the CAN-SPAM Act 2003 (CAN-SPAM), Canadian Anti-Spam Legislation (CASL) and any other similar, applicable legislation. You also understand that upon doing so you automatically forfeit the right and claim to any revenue generated for your account, and your account will be immediately terminated at our sole discretion. You further agree that all of your business will be in compliance with all local, State, Federal and international anti-spam policies and all other applicable laws.
You agree not to broker or resell any campaigns or Creative from us or the Customer, or Agencies to any other party without the express written permission from us. You also understand that upon doing so, you automatically forfeit the right and claim to any revenue generated for your account, and your account will be immediately terminated. Breach of this provision will cause you and your website to be liable for all damages related to such breach.
Fraud and Deception
We audit every Publisher's traffic on a daily basis. If you produce or commit fraudulent activities, including false clicks, false impressions, and incentivised clicks (that have not been previously authorized in writing), you will have your account permanently removed from our Network and will not be compensated for fraudulent traffic. If fraud is suspected or detected, your account will be suspended pending further investigation.
For example, your account will be flagged for the following:
If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by us or use of sites in co-registration campaigns that have not been approved by us), you will forfeit your entire commission for all programs and your account will be terminated. If you are notified that fraudulent activities may be occurring on your Media, and you fail to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to us, you shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that you have already received payment for fraudulent activities, we reserve the right to seek credit or remedy from your future earnings or to demand re-imbursement from you.
Our ad codes must not be modified from their original format without our consent. You agree to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Our ad codes cannot be used on web pages that contain forums, discussion boards or chat rooms. You cannot alter, copy, modify, take, sell, reuse, or divulge any of our computer code, except as is necessary to partake in the Network, provided however, with our prior approval, you may, in certain instances, modify our computer code for purposes of inserting certain pre-approved language above or below an advertisement served by us. Requests for language approval should be sent to us prior to your use.
Data Reporting (Stats)
We own the Network, campaign, and aggregate web user data collected. You only have access to campaign data that is collected through the use of your inventory. Advertiser only has access to websites and web user data that is collected as part of Advertiser's campaign.
Each program shall have its own criteria for determining the validity of a lead (the "Lead Requirements"), which shall be detailed in the section entitled "Special Terms/Restrictions" included in the on-site offer summary and the offer-specific instructions emailed by an Account Executive. We shall only pay for net or billable leads ("Billable Leads"), which are determined by taking the gross leads from a program and deducting Invalid Leads and Returned Leads. "Invalid Leads" are those leads that do not meet the Lead Requirements. Examples include, but are not limited to, leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. "Returned Leads" are those that have met the Lead Requirements, but are rejected due to inaccurate data or the inability to verify user information. Examples include, but are not limited to, leads for which the registrant is not at the phone number or address submitted, "unsubscribes" prior to being contacted, is on the "Do Not Call List", replies with "Did Not Request This Information" or the lead is a duplicate in the Advertiser's database. Our proprietary lead processing system is responsible for detecting and tracking Invalid Leads. The Advertiser is generally responsible for detecting and tracking Returned Leads. Billable Leads will generally be determined by the 3rd business day of the subsequent month, to be paid out on or about the 15th day of the month. Accordingly, any statistics regarding Billable Leads during the month in which the program is running are preliminary and are subject to adjustment as provided herein.
Use of Leads
You hereby acknowledge that the collection of the Leads is being done solely for our benefit or for that of the Advertiser. Therefore, other than providing the Leads to us for delivery to the Advertiser, you may not use, sell, transfer or assign or attempt to monetize the Leads for your own purposes. All right, title and interest in the Leads shall vest exclusively in us or the Advertiser. You further agree that you are expressly prohibited from rebrokering any offers we make available to you. Any breach of this section will result in immediate termination without notice to you. In addition to any remedy available in section 30 or to any other remedies we may have at law or in equity, you agree because the resulting damages will be difficult to quantify, we will be entitled to liquidated damages equal to fifty percent of the gross revenues resulting from any rebrokering of our offers without our prior written authorization.
To ensure timely payment, you are responsible for maintaining the correct contact and payment information associated with your account. You are responsible for ensuring that your payment information is correct at all times. This must be done online using your account. Any and all bank/service fees associated with returned or cancelled payments due to any error in your contact or payment information are your responsibility, and will be deducted from re-payment.
Relationship of Parties
For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right, or authority to assume, or create any obligation, nor responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.
The Company may assign this Agreement, or any portion thereof, at its sole discretion. You may not transfer, assign or delegate any of your rights under this Agreement without the prior written consent of the Company, acceptance of which is in the Company's sole discretion and any attempts contrary to this shall be null and void. Further, any such attempts may result in the Company immediately terminating this Agreement, at its sole discretion and without any liability to the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns.
You will at all times indemnify and hold harmless the Indemnified Parties from and against any and all Losses arising out of your breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.
Limitation of Liability
WE SHALL NOT HAVE ANY LIABILITY TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OUR TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF YOUR SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.
Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's website will not infringe on any copyright, trademark or other proprietary right of any third party.
Privacy and GDPR Compliance
Each party represents and warrants that it is fully compliant with applicable privacy laws, and all federal, state, and local laws, ordinances, regulations, and codes which are applicable federal, state, and/or provincial regulations ("Applicable Laws"). Each party shall fully disclose its respective privacy policies and practices to visitors to their websites. You warrant that engaging in the services provided by Company pursuant to this Agreement shall at all times comply with Applicable Laws of your respective obligations. You further agree you will not: (i) collect personal information unless permitted to do so pursuant to Applicable Laws, nor (ii) use any collected personal information in ways that you are not allowed to use such personal information, and (iii) accept and agree to fully comply with Mundo Media's Data Sharing Agreement, GDPR-Compliant Data Protection Policy and Cookies Policy as posted on MundoMedia.com ("Policies"). All terms, provisions and agreements set forth in the Policies (except to the extent expressly modified) are incorporated herein by reference with the same force and effect as though fully set forth in this Agreement. While providing services under this Agreement, you may need to use certain data associated with Company's end users including, but not limited to, unique device IDs provided by Company and data relating to the download of a Company application ("User Data"). You shall a) only process User Data to the extent and in such a manner as is necessary to provide services to Company under this Agreement, and shall not use the User Data for any other purpose; b) take all appropriate technical and organizational measures against unauthorized or unlawful processing of User Data; c) immediately inform Company in the event of unauthorized or unlawful processing of User Data; and d) not transfer any User Data to another country or territory other than with the express prior written consent of the Company. You further agree you shall not use User Data for the purposes of segmenting users, retargeting ads, supplementing profiles or any related activity. You shall permanently delete all User Data and Confidential Information on the earlier of: a) the receipt of a written request from Company; or b) three months from the end of any campaign activity.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.
Entire Agreement and Severability
This Agreement, schedule(s) and any and all offer specific terms and conditions constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. We reserve the right to modify these terms and conditions at our sole discretion. You are entitled to review these terms and conditions periodically. If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.
This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any action relating to this Agreement must be brought in the courts located in the province of Ontario and you irrevocably consent to the jurisdiction of such courts.
Confidentiality and Non-Circumvention
Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law. During the term of this Agreement and for a period of two (2) years thereafter ("Restriction Period"), you shall not engage, contract with, work with, license, or permit any person, firm, or entity to represent any performance-based advertising relationship with any publisher within the Company's Network unless a previously existing business relationship between you and such publisher can be demonstrated to the Company's reasonable satisfaction. You further agree and acknowledge that during the Restriction Period you will not knowingly take any action to circumvent any company or person doing business with the Company, including other online marketing service providers and any of the Company's employees. You further acknowledge and agree that you shall not engage, contract with, work with, license with, enter into and/or execute any performance-based online advertising and/or marketing relationship with any advertising network, website, newsletter, search engine, e-mail list, or any other type of Internet property (collectively, the "Publishers") within any advertising network operated by the Company. In the event a publisher contacts you, you shall immediately notify the Company and halt any marketing campaigns with such publisher. Both parties agree and acknowledge that if you violate your obligations under this section, the Company will suffer irreparable injury and will be entitled to: (a) liquidated damages in the amount of fifty percent (50%) of the gross revenues resulting from sales conducted by through the advertising and/or marketing efforts of such publisher(s), (b) injunctive relief, and (c) any other remedies the Company may have at law or in equity.
In this Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, including any offer specific terms and conditions and terms that are automatically generated through the interactive use of the Network are part of this Agreement.
You shall not release any information regarding campaigns, programs, Creative, or your relationship with us or the Advertiser, including, without limitation, in press releases or promotional or merchandising materials, without our prior written consent. We shall have the right to reference and refer our work for, and relationship with you for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent between you and the Company.
If you violate or refuse to partake in your responsibilities, or commit fraudulent activity against us, we reserve the right to withhold payment and take appropriate legal action to cover our damages.
We reserve the right to change any condition of this Agreement at any time. Notification may be provided to you but is not required.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
Joint and Several Liability
Publisher acknowledges and agrees that it is executing this Agreement on behalf of its contracted parties and Sub-Publishers and represents and warrants that it has the authority to bind its contracted parties and Sub-Publishers to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement.
Ability to Enter into Agreement
By executing this Agreement, you warrant that you are at least 18 years of age, and that there is no legal reason that you cannot enter into a binding contract. Publisher further represents and warrants that it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement and that its performance hereunder will fully comply with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act of 2003 and Canada Anti-Spam Legislation as amended or interpreted from time to time. Publisher represents and warrants that it has the necessary licenses, approvals and consents required for the performance of its obligations under this agreement.
PUBLISHER SCHEDULE "A"
1 Definitions AND INTERPRETATION
For purposes of this Schedule, the following definitions will apply.
"Regulation" means the regulations on the protection of natural persons with regard to the processing of personal data and on the free movement of such data known as the General Data Protection Regulation ((EU) 2016/679);
"Sub-Processor" means as set out at Clause 2.4.
2 DATA PROTECTION
2.1 The parties acknowledge that Company is a Controller and the Publisher is a Processor in relation to the Data. The parties also acknowledge that, in relation to certain Processing of the Data, the Publisher may also be a Controller and the Publisher agrees, in relation to Data for which it is a Controller, to comply with its obligations under the Regulation when applicable.
(a) subject-matter of the Processing;
(b) duration of Processing;
(c) nature and purpose of the Processing;
(d) type of Data;
(e) categories of Data Subject; and
(f) processing instructions.
2.3 The Publisher shall:
(a) Process the Data only on the documented instructions of Company as set out in this Agreement and any changes agreed with Company, to perform its obligations under this Agreement and ensure it takes steps to ensure that its personnel and those of its Sub-Publishers only Process Data on instructions from Company, unless required to do otherwise by applicable law. If the Publisher is aware that or of the opinion that any instruction given by Company breaches the Regulation or data protection law of any European Union Member State, the Publisher shall inform Company of this before processing, unless the law prohibits such information on important grounds of public interest;
(b) ensure that its personnel who are authorised to Process Data are under obligations of confidentiality;
(d) taking into account the nature of the Processing, assist Company with its obligations to comply with Data Subjects' requests and Data Subjects' rights under Chapter III of the Regulation through the use of appropriate technical and organisational measures;
(e) taking into account the nature of processing and the information available to the Publisher, assist Company in ensuring compliance with Company's obligations in Articles 32-36 of the Regulation and in doing so shall (at no cost to Company):
(i) promptly record and then refer all Data Subject Requests it receives to Company within three days of receipt of the request;
(ii) provide such information and cooperation and take such action as Company reasonably requests in relation to each Data Subject Request, within the timescales reasonably required by Company; and
(iii) not respond to any Data Subject Request or Complaint without Company's prior written approval.
(iv) provide such information, co-operation and other assistance to Company as Company reasonably requires (taking into account the nature of processing and the information available to the Publisher) to ensure compliance with Company's obligations under Data Protection Laws, including with respect to:
(A) security of processing;
(B) data protection impact assessments (as such term is defined in Data Protection Laws);
(C) prior consultation with a Supervisory Authority regarding high risk processing; and
(D) any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or Complaint, including (subject in each case to Company's prior written authorisation) regarding any notification of the Personal Data Breach to Supervisory Authorities and/or communication to any affected Data Subjects.
(f) In the unlikely case that the Publisher would have been authorised to store Data, at the written election of Company, securely destroy the Data (including all copies of it) at any time upon request by Company or promptly upon termination or expiry of this Agreement, unless the law requires storage of the Data, without prejudice to the right of the Publisher to keep such information that may be useful to defend any court action as long as the applicable limitation period is not over :
(g) provide all information necessary to demonstrate the Publisher's compliance with this Clause 2 and allow Company and its authorised representatives, upon reasonable prior written notice to the Publisher, reasonable access to its computer systems as well as, during normal business hours, to any relevant premises and documents to inspect the procedures and measures referred to in this Clause 2;
(h) not Process or transfer Data outside of the European Economic Area (or any country deemed adequate by the European Commission pursuant to Directive 95/46/EC or the Regulation, it being noted that Canada has been deemed adequate as long as the relevant entity is governed by PIPEDA legislation) without putting in place adequate protection for the Data pursuant to Article 46 of the Regulation;
(j) perform its obligations under this Agreement (and any other agreement relating to the provision of the Services) in full compliance with the Regulation and all applicable guidelines, statutory orders, supplementary laws and codes of practice issued by relevant regulators pursuant to or in connection with the Regulation, including as may be issued by the Office of the Information Commissioner in the UK, data protection regulators of other European Union Member States or as may be issued by the European Commission or the Board (and "Board" shall have the meaning given at Article 68 the Regulation).
2.4 The Publisher is authorised to appoint a Sub-Publisher who Process Data (a "Sub-Processor") provided that, without limiting the obligations of the Publisher under the definition of Sub-Publisher in the Agreement, it informs Company of any intended changes concerning the addition or replacement of any Sub-Processor, thereby giving Company the opportunity to object to such changes.
2.5 In case of appointment of a Sub-Processor, the Publisher shall put in place in writing with any Sub-Processor contractual obligations which are at least equivalent to the obligations imposed on the Publisher pursuant to this Clause 2 including obligations which provide sufficient guarantees from the Sub-Processor that the processing meets the requirements of the Regulation. The Publisher shall be liable to Company for any failure of any such Sub-Processor to comply with such equivalent data protection obligations (including where the Publisher is in breach of its obligation to put such obligations in writing with the Sub-Processor).