Document Purpose: This document is a generic Advertiser Data Protection Agreement that supports any Advertising Agreement(s) between Ozone and an advertiser or agent.
Last updated: June 1, 2023
Advertiser Data Protection Agreement
These data protection terms constitute the Advertiser Data Protection Agreement (“ADPA”) referred to in the relevant insertion order, purchase order or other agreement (“Advertiser Agreement”) entered into between Ozone Project Limited (“Ozone”) and the applicable advertiser (the “Advertiser”) specified in the Advertiser Agreement.
This ADPA is incorporated into the Advertiser Agreement and supersedes and replaces any privacy or data protection terms and conditions which may be contained therein. In the event of any conflict between this ADPA and the Advertiser Agreement, this ADPA shall prevail.
This ADPA shall apply in respect of the processing of Personal Data under or in connection with the Advertiser Agreement and as described herein in relation to the specific product and/or service, and shall continue in force for the duration of any such processing (notwithstanding the early expiry or termination of the Advertiser Agreement for any reason). There may be other data protection terms that apply for specific Ozone products or services, and such terms shall apply to those specific products and services only.
1) DEFINITIONS AND INTERPRETATION
1.1 Capitalised terms used in this ADPA shall have the meanings given to them in the Advertiser Agreement. All other capitalised terms used in this ADPA (which are not defined in the Advertiser Agreement) shall have the meanings given to them as follows:
“Data Protection Laws” means (a) the EU GDPR and the UK GDPR as applicable; (b) the DPA 2018; (c) EC Directive 2002/58/EC on Privacy and Electronic Communications; (d) The Privacy and Electronic Communications (EC Directive) Regulations 2003; (e) all local laws or regulations implementing or supplementing the foregoing legislation and all other laws concerning the processing or protection of Personal Data; and (f) all binding codes of practice and guidance issued by national regulators relating to aforementioned laws and regulations;
“DPA 2018” means the UK Data Protection Act 2018;
“EEA” means the European Economic Area;
“EU GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
“Personal Data Breach” has the meaning given to it in the Data Protection Laws;
“Personal Data” has the meaning given to that term in the Data Protection Laws; and
“UK GDPR” has the meaning given to it in the DPA 2018.
2) GENERAL DATA PROTECTION REQUIREMENTS
2.1 Notwithstanding any other provisions of this ADPA or the Advertiser Agreement, each party shall:
a) comply with the obligations imposed on it by applicable Data Protection Laws;
(b) be responsible for providing individuals with appropriate notifications and transparency with regard to the processing of their Personal Data as required by the Data Protection Laws;
(c) ensure that it has all necessary notices and consents in place to enable the lawful transfer of Personal Data to the other party if required in connection with the Agreement;
(d) implement appropriate technical and organisational measures to protect any such Personal Data against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration, including implementing appropriate information security processes which are in line with internationally recognised industry standards;
(e) provide each other with reasonable cooperation and assistance in relation to any communication issued or investigation initiated by a supervisory authority relating to any Personal Data processed pursuant to this ADPA; and
(f) notify the other party of any Personal Data Breach affecting Personal Data processed pursuant to this ADPA without undue delay after becoming aware of the same.
3) STATUS OF THE PARTIES
Ozone and Advertiser acknowledge that the status of each party is a matter of fact under Data Protection Laws. Notwithstanding the foregoing, it is the parties' intention that each party acts as an independent Controller in connection with the processing of any Personal Data in connection with this ADPA.
4) AGENCIES
4.1 Where this ADPA is entered into by an agency (the "Agency") on its client's behalf (the "Agency Client"), the Agency warrants and represents that:
(a) the Agency enters into this ADPA as principal and not as the Agency Client's agent;
(b) the Agency shall procure that the Agency Client shall comply with the Advertiser's obligations set out in this ADPA (except those contained in this clause 4); and
(c) the Agency shall be liable for any act or omission of the Agency Client under or in connection with this ADPA (including without limitation any failure by the Agency Client to comply with the applicable obligations).
5) INDIVIDUAL TRANSFERS
Neither party shall transfer any Personal Data to the other party where such other party is located outside of the European Economic Area (EEA) and/or United Kingdom (UK) unless adequate safeguards (including without limitation any applicable and necessary supplemental measures) are implemented in accordance with Data Protection Laws.
6) LIABILITY AND INDEMNITY
6.1 The parties acknowledge and agree, notwithstanding any limitations and/or exclusions of liability in the Advertiser Agreement, in relation to the processing of Personal Data pursuant to this ADPA, the following shall apply:
(a) neither party excludes or limits its liability under or in connection with this ADPA for any: (i) death or personal injury caused negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot be limited or excluded by applicable law;
(b) subject to clause 6.1(a), neither party shall be liable under or in connection with this ADPA, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any (i) indirect or consequential loss, (ii) loss of profit or revenue, or (iii) loss of goodwill or reputation; and
(c) subject to clauses 6.1(a) and 6.1(b), each party's liability under or in connection with this ADPA, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to one million pounds (£1,000,000).
7) NOTICES
Any notice required to be delivered hereunder will be deemed delivered one business day after collection if sent by overnight courier service, and immediately if sent electronically. All notices to Ozone and Advertiser will be sent to the contact as noted in the Advertiser Agreement, or to the business address/contact generally used between the parties.
8) GENERAL
8.1 This ADPA shall not be construed as creating a joint venture, partnership, agency or any other similar relationship between the parties and neither party shall have any authority to bind or make commitments on behalf of the other party.
8.2 No Party may assign or otherwise transfer any of its rights or obligations under the ADPA without the other party’s prior written consent (such consent not to be unreasonably withheld of delayed), except that each party may assign this ADPA to an acquirer of substantially all of its assets, or business by sale, merger or otherwise.
8.3 If any provision of this ADPA is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this ADPA and the remainder of the provision in question shall not be affected.
8.4 No failure or delay by either party to exercise any right or remedy under this ADPA will be construed as a waiver of that right or remedy nor will any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
8.5 Ozone shall be entitled, without incurring any liability to Advertiser, to immediately suspend the relevant campaign activity in part or in whole: (a) in the event of an actual or suspected security incident affecting the applicable Personal Data; (b) if the continuation of the applicable campaign activity would breach applicable laws or a lawful request of a regulator or supervisory authority; or (c) Ozone receives a notice or a complaint from a regulator or supervisory authority indicating that the applicable campaign activity may not comply with applicable laws.
8.6 A person who is not a party to this ADPA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
8.7 This ADPA and any dispute or claim arising under or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising under or in connection with this ADPA (including non-contractual disputes or claims).