These are the terms and conditions (hereinafter, "Terms and Conditions") of access and use of the website http://{client_name}.aftrad-ui.com as well as the software provided through it, and the access, use and benefit of the services provided through it (hereinafter, collectively, the "Platform").

Any subject, who registers and/or makes use of the services offered by the Platform agrees to be bound by these Terms and Conditions from the moment he/she formalizes his/her registration and throughout the use, in any form, of the services offered by the Platform.

Any subject accessing, registering, or using the Platform on behalf of a company or other organization represents and warrants that it is authorized and intends, by such actions in connection with the Platform, to bind the company or other organization to these Terms and Conditions to the fullest extent.

Any subject who does not agree, or is not in a position to guarantee all of the above, must immediately refrain from: (i) registering or registering an entity on the Platform (ii) accessing, browsing or using the Platform, as well as from taking any action aimed at accessing, using or benefiting from any service or services provided through the Platform.

1.- Identification data

Holder: Bidex Media SaaS S.L.
Registered office: Calle Jacometrezo, 16, 6th floor, CP 28013, Madrid.
Tax ID: B10707248
Public Registry: Madrid.
Telephone and Fax: +34 912 91 99 39
E-mail: [email protected]

2.- Definitions

The following terms shall have the following meanings in these Terms and Conditions, and unless the context suggests otherwise:

  1. A reference to the singular includes the plural and vice versa.
  2. A reference to a "subject" includes a natural person, legal entity, or unincorporated entity (in each case, whether or not it has legal personality) and such person's personal representatives, successors and permitted assigns.
  3. The word "including" is always understood as "including (without limitation)".
  4. A "person" includes any individual, corporation, partnership, or any other entity that can sue and be sued, and any legal successor or representative of that person.
  5. TermMeaning
    AffiliateAny person who owns an Affiliate Website and is entitled to access and use the services.
    Affiliate AccountAn operational user account on the Platform, issued by the Holder, for an Affiliate to use and access the Platform, who must agree to and accept these Terms and Conditions.
    Affiliate WebsiteThe environments and/or channels under the ownership and control of the Affiliate, in which the Affiliate will display the Advertiser's Advertising Content to the End User.
    Advertising ContentAny banners or advertisements that are provided and licensed by Advertiser for display on the Affiliate Website in any format, including text, videos, logos, designs, trademarks, copyrights and/or banners and/or graphic advertisements, and including a Tracking Code assigned to it.
    AdvertisersAdvertisers have contracted to display Advertising Content on the Affiliate's Website.
    Interaction/sThe fact that an End User interacts with the Advertising Content on the Affiliate's Website, according to the rules determined by the Tracking Code.
    End User/sAny Internet user who in good faith and lawfully interacts with the advertiser's Advertising Content on the Affiliate's Website.
    Tracking CodeThe software code and the set of instructions that comprise it, associated with the Advertising Content for the registration of End Users' Interactions with respect to the Advertiser's Content.
    PlatformThe technological solution or software developed and owned by the Holder and available at http://{client_name}.aftrad-ui.com , including all those programs, routines, patches, plug-ins, emulators, controllers, communication protocols and any other logical resources that are necessary for the correct operation of the technological solution and, consequently, for the achievement of the purpose of these Terms and Conditions used for the provision of the Services.
    ServicesThe services that the Holder, under these Terms and Conditions, provides through the Platform, including the following:
    1. Granting of a license to use the Platform.
    2. The services and benefits of the Platform are detailed in section THREE of these Terms and Conditions.
    Support ServicesMaintenance and support services involving preventive maintenance of the Platform, including review to identify possible malfunctions, errors and/or vulnerabilities, as well as identification of possible improvements.
    Confidential InformationAny information to which the Parties could reasonably be expected to object for any reason if such information were to become generally known and, in particular, but without limiting the generality of the foregoing words, shall include¸ whether obtained in oral, written, graphic or electronic form, any information relating to the operations, business, customers and/or marketing strategies of the Holder and about the Platform.

    This Confidential Information shall include the principles of operation of the elements and components of the Platform, business plans, user and customer lists, operating procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, improvements of any kind as well as any form of technological information, designs, plans, scripts, software, methodologies, work plans, or of any kind related to the Platform.
    Intellectual Property Rights or IPRAll Intellectual Property Rights (including, without limitation, those rights of a personal or proprietary nature such as copyrights) that are recognized, now or in the future, by the intellectual property laws of Spain or any other jurisdiction applicable to the case, including without limitation all inventions (and, among them, inventions implemented in the computer sector with or without patent), patents, utility models, industrial designs, semiconductor topography rights, registered or unregistered trademarks and service marks, copyrights, logos, trade and trade names, know-how, domain names and goodwill related thereto, including in each case the ability (if any) (i) to apply for any registration necessary or merely desirable for the purpose of obtaining or protecting such rights anywhere in the world and any registration thereof and (ii) to seek damages or any other remedy for infringement of such rights.
    Personal DataAs defined in the personal data protection legislation or similar law or regulation applicable to the use of the Platform.
    YOUAffiliate and Advertiser referred jointly and/or individually.

3.- Features and configuration of the platform

The Platform is a web marketing application that:

  1. Records and measures End User Interactions with respect to the Advertiser's Advertising Content through the Tracking Code; and
  2. Sorts, structures and displays the results or traffic from the measurement of Interactions with the retrieval, analysis, classification, storage, processing and presentation of data and reporting of this information.

The elements, features and contents of the Platform and the contents displayed therein are the result of the activity of the components comprising it and are always "as available, configured and technically required", without warranty, whether express or implied, statutory or otherwise, as to the configuration and content thereof and YOU expressly release the Holder and disclaim all representations, warranties, conditions or other terms, whether express or implied, including, without limitation, any warranties, conditions or terms of merchantability, fitness for a particular purpose, reasonable care and skill, non-infringement, satisfactory quality, accuracy or completeness. In no event shall the Holder be presumed to have any obligation of performance or validation or corroboration, by any means or person, of the information presented on the Platform or made available through the Platform.

YOU acknowledge and agree that the Holder is not obliged to verify (although they are entitled to do so) the content and information displayed on the Platform and for the action and/or inaction of End User and third parties, errors or inaccuracies in the registration, measurement, structuring or display, therefore, cannot be held liable for any consequences arising therefrom.

The Platform will have the configuration, in differentiated environments, functionalities and features that are present at any given time. The Holder reserves the right to make any modifications it deems necessary to the Platform, such as, among others, modifications, deletions or alterations in its functionalities, features, technical operation and/or user interface.

An Internet connection and a Java-compatible web browser are required to use the Platform.

YOU will be bound to strict compliance with the set of guidelines for both traffic routing and product offerings or content made available on the Website.

Specifically, the following actions or behaviors are expressly prohibited and may only take place with the express consent of the Holder, or under the terms set forth in these Terms and Conditions, with the imposition of any sanctions or penalties that may be applicable for any breach thereof:

  • Self-downloads;
  • Exit messages;
  • JavaScript alerts;
  • Scripts that force pop-under campaigns to appear (including links to stores);
  • Mobile applications;
  • Pop-up/under landing pages; and
  • URL rotation.

Any unauthorized use of the Platform or the website may give rise to a claim for damages and/or constitute a criminal offence. The Holder is not liable to YOU or any third party for the consequences, or circumstances arising for them from any modification, deletion or alteration, to the Platform.

Furthermore, any method used to modify or alter in any way, either artificially and/or fraudulently, the Tracking Code or any End User Interactions is strictly prohibited.

4.- Access and registration

4.1.- Registration process

To access the Services offered by the Holder, YOU must complete the form, or "Insertion Order" provided by the Holder and create an Affiliate Account or Advertiser Account (collectively, the "Account").

When creating the Account, YOU must provide valid and complete information, with the terms, conditions, and content requested in the registration form, and you are obligated to keep such information periodically updated. If YOU provide or maintain incomplete, invalid, incorrect, or outdated information, and the Holder has reason to believe that any information provided by YOU is incomplete, invalid, incorrect, or outdated, the Holder may, at its sole discretion, block or delete the Account or deny YOU the use of the Platform.

The Holder reserves the right to require YOU at any time to verify the information provided at the time of registration or at any time thereafter and to request from YOU any documents justifying or substantiating the information provided.

However, the Holder is exempted from any responsibility for the accuracy of the registration data provided by YOU, so YOU will be solely responsible for the consequences, errors and failures that may arise from the lack of accuracy of the data.

4.2.- Password

YOU agree that the Account and the password associated with it is personal and non-transferable.

The password will be generated by YOU in accordance with the standards of robustness and complexity established from time to time by the Holder. YOU are responsible for its custody and agree not to transfer the use of the password to third parties, either temporarily or permanently. YOU will be liable for any unlawful use of the Platform by unauthorized third parties, due to unauthorized disclosure or loss of the password.

In connection with the foregoing, YOU must immediately notify the Holder any circumstances that allow the misuse of passwords, such as theft, loss, or unauthorized access to them, in order to proceed to their immediate cancellation. As long as such events are not communicated, the Holder shall be exempt from any liability that may arise from the misuse of passwords by unauthorized third parties, to the full extent permitted by law.

YOU shall be liable for any damages that may be caused by a breach of the obligations related to the password or unauthorized access to the Account, especially if such breach causes damage, or misuse of the Platform.

4.3.- Commitments

By registering on the Platform, YOU agree and declare the following:

  1. YOU are of legal age (over eighteen years of age) and otherwise capable of entering into a legally binding contract;
  2. YOU know and are aware of the nature of the Platform, the operation of the same, and in relation to their status, and in particular the scope and consequence of all actions performed in access, navigation, use and enjoyment of the same;
  3. When acting on behalf of an entity or organization, YOU are authorized and intend by your actions on the Platform to bind the company or organization on whose behalf you are acting within the meaning thereof;
  4. All information or content YOU submit is accurate and complete and that YOU will maintain and promptly update the Account information to ensure its accuracy at all times and YOU are entitled to submit, include or otherwise use it in connection with the Platform;
  5. YOU agree to be contacted by email by the Holder, and by third parties if applicable, in connection with your Account and in general any circumstances relating to the Platform; and
  6. By using the Services, YOU grant us permission to access the Account.

4.4.- Unauthorized access

YOU will immediately inform the Holder of any unauthorized access to the Platform through your Account.

5.- Account termination

5.1.- Cancellation of the Account

YOU may, at any time, terminate the Affiliate's or Advertiser's Account from the Platform.

5.2.- Suspension or deletion of the Account by the Holder

The Holder has the right to suspend and delete an Account upon detection of any breach of these Terms and Conditions, without prior notice. YOU shall not be entitled to any refund of any amount, regardless of any other liability that may be claimable against YOU.

In the notification of suspension, the Holder will inform, if applicable, of the conditions for the recovery of the Account and may set a deadline for its correction.

6.- Prohibited uses on the Platform

Access to and use of the Platform and any related activity is prohibited, and YOU shall refrain from:

  1. Use the Platform in any way that may cause damage, interruptions, inefficiencies or defects in its operation, its functionality or in the computer equipment of the Holder or a third party;
  2. Use the Platform for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files, or any action taken through the Platform has this result;
  3. Use the Platform in any way that poses a risk to the security of the Holder's clients or other users or promotes or allows hacking in any form or manifestation;
  4. Carry out any action that causes a disproportionate or unnecessary saturation in the infrastructure of the Platform or in the systems or networks thereof, as well as in the systems and networks connected thereto;
  5. Use the Platform without training for them or illegally, against good faith, morality and public order or against the contractual spirit of these Terms and Conditions and the usual activity that the Holder provides through it;
  6. Breach, or attempt to breach, the security measures of the Platform or any client connected to the Platform, or the security or protection measures inherent in the content offered on the Platform; or
  7. Prevent the normal development of any activity, in a broad sense, with or without profit, that the Holder or third parties perform on the Platform or any of its functionalities, either by altering or attempting to alter, illegally or otherwise, access, participation or operation of those, or falsifying the result thereof and / or using fraudulent methods of participation, by any means.

Furthermore, YOU undertake and declare that YOU will not use the Platform for purposes other than the usual and proper purposes of the Platform, nor use it in violation of the law or these Terms and Conditions.

Any form of misuse or use contrary to these Terms and Conditions may lead to the suspension or deletion of the Account in accordance with the provisions of section SIX of these Terms and Conditions.

7.- Payment

The use and enjoyment of the Platform are associated with the payment of the amounts according to the “Insertion Order”

The amounts will be paid with the periodicity established by in each case, or, if applicable, in the form or "Insertion Order" submitted. To guarantee the payment, YOU will be obliged to keep updated and send, as the case may be, the tax information and bank information necessary for the collection of these charges in the Account, so it must be accurate and complete .

The Holder is not obliged to take steps to verify the accuracy of the bank account information provided.

All amounts payable under these Terms and Conditions shall be paid as stablished in the “Insertion Order”.

All sums payable under these Terms and Conditions shall be exclusive of VAT or similar or analogous taxes or duties which, if any, shall be added at the relevant rate and shall be paid in accordance with applicable law by the obligor. If payments under these Terms and Conditions are subject to withholding tax, the Holder shall be entitled to deduct the corresponding amount from the payments to be made.

8.- Intellectual property

8.1.- Intellectual property rights of the Holder

YOU acknowledge and agree that the Holder is the Holder of all Intellectual Property Rights on all elements that make up the Platform. YOU will refrain from making and carrying out actions tending to incite, encourage or allow third parties to make and take any action contrary or incompatible with such ownership, nor will YOU attempt to register any Intellectual Property Rights, for themselves or for third parties, on any of the elements of the Platform in any jurisdiction.

In particular, on the Platform, or any element that integrates it, as well as any content that through these is presented, YOU will refrain from:

  1. Copying, reproducing, distributing, publicly communicating, sublicensing, transferring, or in any other way commercializing all or part of the same;
  2. Adapting or modifying them in any way or use them to create, by itself or through third parties, a derivative work from any of their elements;
  3. Modifying, decompiling, creating or attempt to create, by reverse engineering or otherwise, the source code thereof; and
  4. Deleting, altering, evading or manipulating any protection device or security system that the Holder has incorporated.

In no case shall it be understood that the mere access, navigation, and use of the Platform by YOU and other users implies a waiver by the Holder of its Intellectual Property Rights, a transfer, license, or assignment, in whole or in part, of the same.

Likewise, YOU acknowledge the ownership of the Holder or any other third parties with respect to all Intellectual, industrial and any other analogous property rights over texts, images, photographs, technologies, trademarks, logos, domain names, computer applications, and any other elements, creations, inventions, or distinctive signs of their property. This includes digital media ("Digital Media"), which is defined, by way of example but not limited to, web portals, mobile portals, mobile applications, tablets and connected TVs related to the web pages or portals of the Holder or the corresponding third party that are the object of the Services.

8.2.- License of use

The Holder grants YOU a temporary, revocable, non-exclusive, non-transferable license to use the elements of the Platform for the duration of your business relationship with it under these Terms and Conditions (for as long as the Account is maintained, until it is suspended or terminated) and for the purpose of the Platform.

By virtue of these Terms and Conditions, YOU shall not obtain or claim any right, title, or interest in the Intellectual Property Rights of the Holder, except the right to use the Platform as specified herein.

8.5.- Affiliates' and Advertisers' Content

The Materials of Affiliates and Advertisers (referred to in these Terms and Conditions as any content or material, of any nature, that YOU enter into the Platform, including, but not limited to: advertisements, campaigns, landers, tags, trademarks, trade names, and/or any advertising and marketing content or material (including trademarks, graphic designs, sounds, images, videos, software, marketing strategy documents, any type of advertising content, keywords, or similar content), as well as any content from websites owned or operated by the Advertiser or Affiliate related to the Services and/or made available to or on behalf of a third party on the Platform in any way) are and will remain solely and exclusively owned by YOU, including all property rights or Intellectual Property Rights thereto. By this means, YOU expressly authorize the Holder at the time of formalization of the Terms and Conditions to use or generally use the Materials of Affiliates and Advertisers that YOU have included in the Platform without the need to obtain additional written approval from the owning party. This authorization or license shall be perfected upon the entry of the Materials of Affiliates and Advertisers into the Platform by YOU or any third party acting on their behalf through your Account and shall have the duration and extent associated with the execution of the purposes for which they were included. YOU represent to have all necessary authorizations or rights to grant the authorization to the Holder and are responsible for any lack or deficiency thereof.

With respect to these Materials, YOU agree that it shall not in any case:

  1. Be false or misleading, injurious or unfair;
  2. Infringe or violate any Intellectual Property Right, industrial property right or image right of a third party;
  3. Damage or adversely affect the operability of a website, digital platform, computer network, operating system or any third party equipment and/or the Platform in particular;

Likewise, the following actions and/or behaviors shall not be, under any circumstances, allowed. In particular, the Advertiser declares and guarantees that its campaigns will not:

  • Use copyrighted material (images, landing pages, baselines, logos, color schemes, buttons or text) or any other IPRs without proof of consent or without obtaining the appropriate licenses, assignments of rights or ownership;
  • Use spyware, adware, malicious code or distribute in any way harmful programs or programs that could be considered as such;
  • Engaging in illegal online activities such as phishing, spoofing, ransomware or spamming;
  • Promote non-compliant forms of gambling, sweepstakes or contests of any kind.
  • Contain minors, extreme violence, rape, abuse, incest, torture, urination or zoophilia and/or contain adult content, pornographic, sexual or erotic material;
  • Include multiple pop-unders;
  • They include audits of clicks within the Holder's Website;
  • It will not be considered or identified negatively by any of the major anti-virus systems. This applies to both mobile web services (including the URL domain) and mobile applications;
  • All products/services, Interactions and End User flows must comply with local laws, as well as all regulations of payment providers, especially mobile operators and credit card processors;
  • Promote any kind of incitement to hatred (racial, political, ethnic, religious, gender, sexual, personal, etc.);
  • Promote goods, services or activities that are prohibited, and the promotional activity itself does not comply with all applicable laws of the jurisdictions to which the Advertiser's site and/or campaign relates (e.g., laws regulating services and products with special regulations such as alcohol and tobacco);
  • Disclose personal or confidential information that is not publicly available, lacks the necessary consents or whose disclosure is unlawful due to other circumstances;
  • Promote any type of illegal substance or activity (e.g., how to build a bomb, hacking, phreaking, etc.);
  • Contain material that the reasonable public consensus would consider indecent, immoral or otherwise inappropriate;
  • Making use of suspicious campaign settings (known fraudulent patterns); and
  • Contain links to other sites, applications or any other type of content that presents the characteristics detailed above.

In connection with the foregoing, YOU agree to promptly inform the Holder of all significant changes in the appearance and/or content of your campaign, advertisements and sites, as well as of any Advertising Content you plan to establish on the Affiliate's sites.

YOU are responsible for ensuring that the totality of the campaigns, including your advertisements and, in general, that the Advertising Content complies with these guidelines and conduct. In the event that YOU resort to the collaboration of third parties and/or use pre-existing works of third parties or image rights of third parties, or materials protected by industrial property, for the development of the Materials, YOU must obtain the necessary authorizations and licenses to carry out, in accordance with the uses in the sector, the peaceful dissemination and exploitation of the same with the territorial and temporal scope for the purposes of its availability on the Platform.

9.- Confidentiality

YOU agree to safeguard and, except with the Holder's written consent, not to disclose to anyone any Confidential Information acquired in connection with the access and use of the Platform or with respect to the business relationship with the Holder under these Terms and Conditions.

Specifically, YOU will not share, transfer, publish, publish, disclose, display, or make available to any third party any of the Confidential Information, except as expressly provided in these Terms and Conditions. YOU agree to maintain the confidentiality of the Holder's Confidential Information with at least as high a degree of care as YOU use to maintain the confidentiality of your own confidential information (and in no event less than a reasonable degree of care).

YOU shall use reasonable efforts to assist the Holder in identifying and preventing any unauthorized access, use, copying or disclosure of the Confidential Information, or any of its components, algorithms or logic contained therein. Without limiting the foregoing, YOU shall immediately inform the Holder in the event YOU have knowledge or reason to believe that any person to whom YOU have given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other proprietary right of the Holder, and YOU shall, at YOUR sole expense, cooperate with the Holder in seeking injunctive or other equitable relief on YOUR behalf or the Holder against such person.

In particular, YOU are required to enter into confidentiality agreements with any subject or person who has access to YOUR Account, the content of which shall allow to the maximum extent possible the objective protection of the Confidential Information.

YOU acknowledge that disclosure of any aspect of the Confidential Information, may immediately result in continuing irreparable harm to the Holder inadequately compensable in damages as a matter of law, and therefore the Holder is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies that may be available.

The Holder may, in accordance with the provisions of these Terms and Conditions immediately suspend or delete YOUR Account and prevent your access to the Platform in case of breach or reasonable suspicion of breach of any of the confidentiality obligations in this clause.

10.- Maintenance and support services

The Holder shall perform at its sole discretion maintenance and assistance involving preventive maintenance of the Platform, including review to identify possible malfunctions, errors and/or vulnerabilities, as well as identifying and making possible improvements. These tasks may entail the modification of the Platform in accordance with these Terms and Conditions.

Likewise, the Holder, in relation to the use of the Platform will support you according to the terms stablished in the “Insertion Order”.

YOU are aware that the support activity is optional for the Holder, at no time the Holder is obliged in form and content to it.

11.- Warranties

YOU warrant that YOU will fully comply with all of your commitments and obligations under these Terms and Conditions.

In particular, YOU warrant that YOU are the Holder of the Materials and any other elements provided on the Platform or any other websites, or that YOU have the necessary rights to such Materials, including, without limitation, Intellectual and industrial property rights, image rights, and any others, to perform the object of the Services. You also warrant that such Materials do not infringe Intellectual Property Rights, industrial or any other rights of third parties. YOU will hold harmless the Holder for any third-party claims that may arise from the exploitation or use of the Materials.

Furthermore, the Holder shall not be liable, and YOU shall hold harmless against any claims of third parties for infringement of Intellectual Property Rights or any other. Also, in the case of advertising campaigns, Advertising Content, or other services in particular that require the participation of End Users, the Holder shall be released, to the maximum extent permitted by law, from any obligation or liability arising from, but not limited to, loss, damage, injury, accidents, or any other eventualities of a similar nature.



12.- Liability

12.1.- Limitation of Liability



12.2.- Indemnity

YOU agree to defend, indemnify and hold harmless the Holder, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, suppliers, partners and employees, from and against any and all losses, liabilities, claims, demands, damages, costs and expenses, including reasonable attorneys' fees, directly or indirectly arising out of or in connection with the breach by YOU, or any third party acting through your Account and/or on your behalf to the Holder, of any term or provision of these Terms or in any way related to your use of the Platform, including, without limitation, any claim that YOU have been infringing any third party rights in connection with these Terms and Conditions.

13.- Term and modifications

The Holder may modify the Terms and Conditions stipulated herein, in whole or in part, by publishing any change in the same way in which these Terms and Conditions are provided. The temporary validity of these Terms and Conditions coincides, therefore, with the time of their exposure, until they are modified in whole or in part, at which time the modified Terms and Conditions shall become effective.

However, for modifications refer to the essential conditions of all or part of the services related to the Platform under these Terms and Conditions the Holder shall inform the affected users by direct communication to the email they had informed for this purpose at least fifteen (15) days prior to the date on which they will enter into force such modification. IF YOU DO NOT WISH TO BE BOUND BY THE NEW TERMS AND CONDITIONS, YOU MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE DATE OF ENTRY INTO FORCE OF THE NEW TERMS AND CONDITIONS BY E-MAIL NOTIFICATION TO THE HOLDER OR IN ANY OTHER FORM THAT WOULD HAVE BEEN PROVIDED IN THE NOTIFICATION OF THE AMENDMENT.

14.- Data protection

In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR) and any other data protection legislation in force, all personal data provided during the use of the Platform will be processed in accordance with the following provisions .

The personal data provided on the Platform or provided through the use of the Platform both by YOU and by the Affiliate or the Advertiser or by the End Users will be processed by the Holder following at all times and scrupulously the instructions that YOU, the Affiliate or the Advertiser indicate to the Holder. In this sense, the Platform Holder shall act as a sub-processor of the Affiliate or Advertiser, which shall imply that the personal data of the Platform shall not be processed by the Holder for any purpose of its own.

Through the Platform, the Holder will provide the Services described in section THIRD of these Terms and Conditions, which may involve a processing of personal data of End Users in which the Holder will act as a sub-processor, being responsible the Advertiser or Affiliate entity. This relationship will be regulated by means of Annex I of these Terms and Conditions, which includes the corresponding data access agreement, in compliance with the provisions of Article 28 of the GDPR.

Notwithstanding the foregoing, each Party is informed that the personal data of its legal representatives or employees included in these Terms and Conditions, or any other data exchanged between the Parties to enable the provision of the Services, will be processed by the other Party for the purpose of enabling the development, performance and control of the contractual relationship.

The basis of legitimacy of the treatment is the execution of the contractual relationship (because, without this treatment, it would not be possible to carry it out). The data will be kept by the Parties for the duration of this agreement. Once this purpose has been achieved, the data will be blocked for the legal limitation periods. Once these periods have elapsed, the data will be destroyed.

The personal data may be communicated by the Parties to the competent Public Administrations and Bodies, for the purpose of complying with their respective legal obligations, in accordance with the regulations in force, as well as, when necessary, to third parties involved in the management of the activities carried out.

The representatives, contact persons and/or employees of the Parties may exercise their rights of access, rectification, deletion, opposition, limitation of processing and portability, by writing to the addresses in the heading.

Likewise, if the representatives, contact persons and/or employees of the Parties consider that their personal data have not been processed in accordance with the data protection regulations, they may file a complaint with the Spanish Data Protection Agency at its website www.aepd.es or at the address C/ Jorge Juan 6, 28001, Madrid.

15.- Miscellaneous

The headings of the various clauses are for information purposes only, and shall not affect, qualify, or expand the interpretation of these Terms and Conditions.

The Holder is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under these Terms and Conditions without YOUR prior written consent, provided that the assignee assumes all rights and obligations under these Terms and Conditions.

In the event that any provision of the Terms and Conditions shall be declared void or unenforceable, in whole or in part, by any Court, Tribunal or competent administrative body, such invalidity or unenforceability shall not affect the remaining provisions of the Terms and Conditions.

The failure of the Holder to exercise or enforce any right or provision contained in the Terms and Conditions shall not constitute a waiver thereof, unless acknowledged and agreed to in writing by the Holder.

16.- Jurisdiction and applicable law

These Terms and Conditions are governed by Spanish law.

For any questions that may arise regarding the interpretation, application and enforcement of these Terms and Conditions, as well as any claims that may arise in connection with the use, in a broad sense, of the Platform, all interested parties submit, expressly waiving any other jurisdiction that may apply, to the Judges and Courts of Madrid.

To file complaints on the use of the Platform or any question referring to the present Terms and Conditions, you can contact us by mail to the electronic or physical address indicated in the "Contact" section on the Platform, committing ourselves to seek at all times an amicable solution to the conflict.

Last update: January, 2024.

© Bidex Media Services S.L. All rights reserved.



On the one hand, the Client, which has accepted the Terms and Conditions to which this Annex is attached, and which regulate its access to and use of the Platform (hereinafter, the "Data Processor" or the "Processor"), acting on behalf of its partner, being the Affiliate (hereinafter, the "Data Controller").

And, on the other hand, the Platform Holder (hereinafter, the "Sub-processor").

Hereinafter referred to individually as the "Party", and collectively as the "Parties".

Both parties acknowledge that they have sufficient legal capacity to execute this data access agreement (hereinafter, the "Agreement"),


  1. That, the Data Processor wishes to operate on behalf of its client as Data Controller, on the Platform of the Holder, which, as Sub-processor, will provide the services described in section THREE of the Terms and Conditions to which this Agreement is attached (hereinafter, the "Services").
  2. That, for the performance of such Services, the Sub-processor needs to access and process personal data owned by the Processor's partner.
  3. That, in order to regulate such access, both Parties agree to the granting of this C, which shall be governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and its implementing regulations, (hereinafter referred to as "GDPR" or the "Applicable Regulations"), and, in particular, by the following.


1.- Object

  1. The purpose of this Agreement is to define the conditions under which the Data Sub-processor shall carry out the processing of personal data necessary for the proper performance of the Services provided to both the Data Controller and the Data Processor.
  2. In particular, in order to carry out the Services, the Sub-processor will access and process the personal data necessary to carry out the processing activities necessary to fulfill the purpose of the Platform Terms and Conditions.
  3. The provision of the contracted Services implies the performance by the Sub-processor described in Appendix I.

2.- Duration

This Agreement shall remain in effect for the duration of the provision of the contracted Services to the Sub-processor. Notwithstanding the foregoing, both Parties agree that the provisions of this Agreement, expressly or impliedly intended to survive termination or expiration of this Agreement, shall remain in effect and shall continue to bind both Parties as provided herein.

3.- Purpose of the processing

The data processing that the Sub processor undertakes to carry out shall be limited to the actions that are necessary to provide the Controller and the Processor with the contracted Services, in accordance with the provisions of the Agreement.

Specifically, the Sub-processor undertakes to carry out the processing of personal data in accordance with the instructions given by the Data Processor from time to time, as well as with the provisions of the applicable regulations on the protection of personal data.

Furthermore, the Sub-processor undertakes not to carry out any other processing on the personal data, nor to apply or use the data for a purpose other than the provision of the Services referred to in this Agreement.

If the Sub-processor deems it necessary to process the data for a different purpose, it must first request written authorization from the Data Processor. In the absence of such authorization, the Sub-processor may not carry out such processing.

4.- Obligations of the data processor

For the provision of the Services, the Data Processor, on behalf of the Controller, undertakes to make available to the Sub-processor the personal data and/or information necessary for the proper processing of the same for the provision of the Services.

In particular, it is up to the Data Processor, on behalf of the Controller:

  1. Deliver to the Sub-processor the data referred to in the provision of Services.
  2. Guarantee the lawful origin of the data to be processed by the Sub-processor and its compliance with the Applicable Regulations. In particular, ensure that it has complied with the duty of information and that it has the necessary legitimacy for the processing of the data.
  3. Conduct a personal data protection impact assessment of the processing operations to be carried out by the Sub-processor, where applicable.
  4. Carry out prior consultations with the corresponding control authorities in order to guarantee the correct regulatory compliance and mitigate the associated risks.
  5. To ensure, prior to and throughout the processing, compliance with the Applicable Regulations by the Sub-processor.
  6. Oversee treatment, including conducting inspections and audits.
  7. To ensure that the Sub-processor's processing operations are in accordance with the purposes for which the Processor proposes to engage the Sub-processor to provide the agreed services.
  8. Finally, the Processor acknowledges that the Sub-processor has sufficient knowledge, reliability and resources to implement technical and organizational measures that meet the requirements of the applicable data protection regulations.

5.- Obligations of the sub-processor

The Sub-processor undertakes to comply with the following obligations:

  1. To process the personal data, solely to carry out the provision of the contracted Services, in accordance with the instructions that, from time to time, the Data Processor may give in writing, on behalf of the Data Controller (unless there is a law that requires additional processing, in which case, the Sub-processor shall inform of this legal requirement prior to the processing, unless such law prohibits it for important reasons of public interest).
  2. To maintain the duty of secrecy with respect to the personal data to which he/she has access, even after the contractual relationship has ended, as well as to ensure that the persons in his/her charge have undertaken in writing to maintain the confidentiality of the personal data processed. The duty of secrecy and confidentiality deriving from this Agreement shall be binding on the Sub-processor for the duration of the relationship with the Data Processor and shall extend, depending on the type of information in question, for the maximum periods provided for in the applicable legislation in force. In particular, with regard to the processing of personal data, the duty of confidentiality shall be of indefinite duration, even after the termination of the relationship between the Parties. The Sub-processor undertakes to allow access to such data only to those employees who need to know them for the proper performance of their duties within the framework of the Agreement.
  3. Ensure, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, as well as risks of varying likelihood and severity to the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

    In assessing the adequacy of the level of security, it shall take particular account of the risks presented by the data processing, in particular as a result of accidental or unlawful destruction, loss or alteration of personal data transmitted, stored or otherwise processed, or unauthorized disclosure of or access to such data.
  4. To keep under its control and custody the personal data to which it has access due to the provision of the Service and not to disclose, transfer or otherwise communicate them, not even for their preservation to other persons outside the same and the provision of the Service object of this Agreement.
  5. The Sub-processor shall return to the Processor the personal data and, if applicable, the media on which they are stored, upon completion of the service and within one (1) month at the latest.

    In any case, the Sub-processor may keep the data, duly blocked, as long as liabilities may arise from its relationship with the Data Controller.
  6. Keep, in writing and where appropriate, a record of all categories of processing activities carried out on behalf of the Processor.
  7. To cooperate with the Spanish Data Protection Agency or other Supervisory Authority, at its request, in the fulfillment of its attributions.
  8. To make available to the Data Processor all the information necessary to demonstrate compliance with the obligations within the exclusive framework of the processed data owned by the Controller, being these processes susceptible to restriction and limitation, insofar as they could affect confidential information about the business or data processing, internal or of other clients of the Sub-processor, and to allow and contribute to the performance of audits, including inspections, by the Data Controller or a third party authorized by the Controller.

6.- Security breaches

The Sub-processor shall notify, without undue delay, and at the latest, within seventy-two (72) hours to the Data Processor of any personal data security breaches of which it becomes aware, providing support to the Data Controller in notifying the Spanish Data Protection Agency or other competent Supervisory Authority, and, where appropriate, to the data subjects of the security breaches that occur, as well as to support him/her, where necessary, in the performance of privacy impact assessments and in the prior consultation with the Spanish Data Protection Agency, where appropriate.

For the management and communication of possible security breaches and breaches of security, the Sub-processor shall provide the Data Processor with, at least, the following information:

  1. Description of the nature of the personal data security breach, including, where possible, the categories and approximate number of data subjects affected, and the categories and approximate number of personal data records affected.
  2. The name and contact details of the data protection officer or other point of contact where further information can be obtained.
  3. Description of the possible consequences of a breach of personal data security.
  4. Description of the measures taken or proposed to be taken to remedy the breach of security of personal data, including, if applicable, measures taken to mitigate the possible negative effects.

In the event and to the extent that it is not possible to provide all information at the same time, it may be provided in phases, without undue delay.

7.- Attention to the exercise of data protection rights

In the event that the data subjects, whose data are the object of the provision of the Services to the Data Processor, exercise their rights before Sub-processor, the latter shall immediately forward the request to the Data Processor and, at the latest, within five (5) calendar days as of its receipt, so that the Data Controller may duly resolve such request.

8.- Subcontracting of services

The Data Processor shall be informed in the event that the Sub-processor uses another processor (hereinafter, the "Additional Sub-processor"), whose identification data (full company name and VAT number) and subcontracted services shall be communicated to the Data Controller, prior to the provision of the service, at least 15 days in advance. The Sub-processor shall likewise inform the Data Processor of any planned changes in the incorporation or substitution of the Sub-processor, thus giving the Data Controller the opportunity to oppose such changes.

The Sub-processor and the Additional Sub-processor shall enter into a service provision agreement with access to personal data that shall comply with the requirements set forth in the GDPR.

In any case, access to the data is authorized to natural persons who provide their services to the Sub-processor acting within the organizational framework of the latter by virtue of a commercial and not an employment relationship. Likewise, access to the data is authorized to the companies and professionals that the Data Processor has contracted within its internal organizational framework to provide general or maintenance services (IT services, consulting, audits, etc.), provided that such tasks have not been arranged by the Data Processor for the purpose of subcontracting all or part of the Services it provides to the Data Controller to a third party.

9.- International data transfers

Under no circumstances may the Sub-processor carry out international transfers of data outside the European Economic Area without the prior written authorization of the Data Processor. Without such authorization, no third party may access the data owned by the Data Controller, as no data transfers may be carried out in any way whatsoever.

Likewise, all of the aforementioned shall be applicable to any possible subcontracting that the Sub-processor may carry out, with the provisions of this Agreement, as well as the provisions of the Applicable Regulations, always being applicable.

In the event that the Processor authorizes the aforementioned international data transfers, the Processor shall facilitate the necessary formalities to the Controller, prior to the execution of the international data transfer, in order to regularize the same. In this case, the Parties shall ensure the existence of guarantees that provide adequate protection in accordance with the Applicable Regulations, such as Binding Corporate Rules, Certifications and Standard Contractual Clauses approved by the competent Authorities for such purpose, if applicable, and/or other additional or complementary measures to the above.

If the aforementioned guarantees consist of the signing of Standard Contractual Clauses in accordance with the Applicable Regulations, they shall be attached to this Agreement.

Likewise, the Sub-processor undertakes to inform the Data Controller within a maximum period of one (1) month of any change or modification in relation to authorized international data transfers or that affect the security, integrity and confidentiality of the data being processed.

In cases where there are Additional Sub-processors the EEA, the Sub-processor shall ensure that an appropriate mechanism recognized by the applicable personal data protection rules is in place. In the absence of an adequacy decision pursuant to Article 45 of the GDPR, the Processor shall sign the Standard Contractual Clauses determined in Implementing Decision 2021/914/EU (hereinafter the "STCs"), or any other legal instrument updating or amending such Standard Contractual Clauses.

10.- Audit

The Sub-processor shall allow and contribute to the performance of audits of its information systems, including inspections, by the Controller or the Processor or another auditor authorized by the Controller who, upon one (1) month's prior written notice, shall allow and contribute to the performance of audits of its information systems, including inspections, by the Controller or the Contractor or another auditor authorized by the Controller who, upon one (1) month's prior written notice.

The Controller or the Processor shall have the right to perform one audit and/or inspection per year and exclusively in relation to the services provided by the Sub-processor to verify compliance with the Agreement, without affecting the confidential information of the Sub-processor or the rest of its clients.

The audit shall be conducted during the Sub-processor's working hours and shall not interfere with business activity to the extent not required. At the end of the audit, the Sub-processor shall receive a copy of the audit report. The Controller or the Processor shall bear the cost of the audit, without any financial responsibility on the part of the Sub-processor.

All information obtained or generated by the Controller or its auditor(s) in connection with such audits and inspections shall be kept strictly confidential (except for disclosure to a competent authority or as required by applicable law).

11.- Representations and warranties

The Parties undertake to comply with the obligations set forth in this Agreement and in the Applicable Regulations, in connection with this assignment of processing of personal data.

If the Sub-processor or any of its Additional Sub-processors breach this Agreement or any regulation in determining the purposes and means of the processing, it shall be considered responsible for such processing, assuming all direct and indirect liabilities that may arise for the Controller or the Processor derived from such breach by the provider.

Notwithstanding the foregoing, both Parties, by mutual agreement, undertake to be liable for all damages that may be incurred by the other in all cases of negligent or culpable conduct in the performance of the contractual and regulatory obligations incumbent upon it under the terms of this Agreement.

Likewise, both Parties agree that the breach of the obligations of this Agreement, may be cause for termination of the same, so that its breach by the Sub-processor, the persons under his charge or those involved in the provision of services on behalf or at the request of the same, shall entitle the Data Controller to terminate the same and shall give rise to the corresponding compensation for damages for breach of contractual obligations.

12.- General stipulations

All notices between the Parties shall be made to the respective addresses set forth in the heading of both this Agreement and the Terms and Conditions. Any notice to be given between the Parties shall be in writing and shall be delivered in any form certifying receipt by the notified party.

The headings of the various sections of this Agreement are for information purposes only and shall not affect, qualify or expand the interpretation of this Agreement.

The failure of either Party to enforce any of its rights under this Agreement shall not be deemed to constitute a waiver of such rights in the future.

This Agreement includes all the existing agreements between the Parties, and cancels and revokes, if applicable, any other verbal or written agreements or understandings in force at the date of its execution regarding the processing of personal data for the provision of the Services.

If one or more of the paragraphs or provisions of this Agreement should be declared null and void or unenforceable, such paragraphs or provisions shall be deemed to be excluded from this Agreement but shall not render the entire Agreement null and void, and the Agreement shall remain in full force and effect as to the remaining provisions. In such case, the Parties shall make every effort to find an equivalent solution that is valid and duly reflects their intentions.

13.- Jurisdiction and applicable law

This Agreement shall be governed in accordance with Spanish and European regulations on Personal Data Protection, as well as the resolutions and guidelines of the Spanish Data Protection Agency and other competent bodies in the field. In order to settle any discrepancy with respect to the interpretation and/or execution of the provisions of this Agreement, both Parties submit to the jurisdiction of the Courts and Tribunals of Madrid, expressly waiving any other legislation or jurisdiction that may correspond to them.


1.- Services to be provided to the Data Processor involving access to data

The Sub-processor will process the data as necessary to provide the services in accordance with the Agreement.

2.- Categories of personal data

3.- Categories of Interested Parties

Duration of treatment

The treatment will last for as long as the Services are provided by the Sub-processor.

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