Terms and Conditions

1.1 Provider Your contracting party is adyoutiser s.r.o., Rázusovo nábrežie – HUMA 6, 811 02 Bratislava, Slovakia, registered in the Commercial Register Bratislava, IČO 56 123 591, VAT ID SK2122214908 ("adyoutiser", "we"). Contact: legal@adyoutiser.com.

1.2 Subject matter These Terms and Conditions govern all contracts for the booking and playout of advertising on digital screens (digital out-of-home, DOOH) through our platform, as well as the use of the platform itself.

1.3 Precedence Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if we do not expressly object to them. Individually agreed written arrangements take precedence over these terms.

1.4 Addressees The offer is addressed to traders within the meaning of Art. 2(2) of Directive 2011/83/EU, that is, persons acting for purposes relating to their trade, business, craft or profession. By booking, you warrant that you act in that capacity.

1.5 Location partners The screens are operated by location partners. They supply airtime to us and do not thereby become your contracting party. We provide the advertising service in our own name and for our own account and are your sole contracting party and advertising provider (merchant of record). In relation to you, location partners are our vicarious agents.

2.1 What you book: a share of airtime

The subject matter of the contract is a percentage share of the available advertising airtime ("share of voice") on the screens you select, for the period you book and — where you select a time window — for the booked hours of the day.

2.2 Operating hours Playout takes place during the operating hours stored for the respective screen. Days on which a screen is scheduled not to operate do not count as playout days and are disregarded when calculating the service owed.

2.3 Scope of the platform service The service further comprises: selection and booking of screens and periods, management of your creatives, the review under Section 9, delivery to the screens, and reporting in the dashboard.

2.4 Minimum order value The minimum order value per booking is EUR 2 net.

2.5 Placement The specific order and distribution of plays within the booked period is controlled by our delivery system. There is no entitlement to a particular position in the playlist, to particular times within the booked window, or to an environment free of other customers' advertising, unless expressly agreed otherwise.

2.6 Software and devices Where we provide software components (player applications, device management, integration modules), we do so under the usage terms applicable from time to time. We may adapt the scope, function and delivery form of these components provided that the contractually owed scope of services is not thereby reduced.

2.7 Screens without live reporting (operator CMS)

2.7.1 What this is Some bookable screens are not played out via our player software but via the content management system of the respective location partner ("operator CMS screens"). These screens are labelled throughout the platform — in the screen list, on the map, in the screen detail view, in the cart and in the booking confirmation.

2.7.2 Scope of our service On these screens we owe the procurement and scheduling of the booked airtime with the location partner and the transmission of the approved creative to them. The playout itself is performed by the location partner using their own systems. We remain your contracting party and invoice in our own name (Section 1.5).

2.7.3 No technical proof of play On these screens there is no technical connection to the playout. There is therefore no play counting and no automatic proof of play. Commitments to log every individual play, as they apply to screens running our player software, do not apply here. A direct technical integration is planned but is not part of the contract.

2.7.4 How performance is evidenced Evidence of playout is the binding confirmation of the location partner, given per booking and screen with a timestamp and shown to you with its date in the dashboard and in the final report. We contractually oblige location partners to play out exactly as booked, have reserved an audit right, and may request a playout report from their software at any time.

2.7.5 Your rights in case of doubt If you have doubts about the playout, report them within 30 days after the end of the booked period to support@adyoutiser.com. We will then request the playout report from the location partner, withhold their remuneration until the matter is resolved, and inform you of the outcome. If no evidence is produced, Section 7.5 applies. This deadline does not limit your statutory rights; it ensures that the location partner's logs still exist.

3.1 An account is required in order to book. The data provided at registration and at checkout must be accurate and complete and must be kept up to date. This applies in particular to company name, billing address and VAT identification number.

3.2 Access credentials must be kept confidential and must not be passed to third parties. If you suspect unauthorised use, notify us without delay at support@adyoutiser.com.

3.3 If you act on behalf of a company or organisation, you warrant that you are authorised to make these declarations on its behalf.

4.1 The presentation of screens, prices and availability on the platform is not a binding offer but an invitation to make an offer.

4.2 By completing the ordering process and initiating payment you make a binding offer to conclude a contract for the services listed in the cart.

4.3 The contract is formed once we accept the booking. Acceptance occurs through our booking confirmation by email, and at the latest when the booking is released for playout. A mere payment confirmation from the payment service provider does not constitute acceptance.

4.4 We may decline a booking, in particular where there are justified doubts as to the admissibility of the creative (Sections 8, 9), where the screen is unavailable, or where there are justified indications of payment default or misuse. In that case we refund any payments already made without delay and in full.

4.5 Storage of the contract text We store the contract text including the version of these terms applicable at the time of booking and make it available to you in the booking confirmation and in the dashboard. The accepted version is logged with its version identifier and timestamp.

5.1 Value added tax Place of supply and tax rate follow the applicable statutory rules; they are determined automatically from your billing address and VAT identification number. On a supply to a taxable person in another EU Member State, liability for the tax shifts to you under Art. 196 of Directive 2006/112/EC (reverse charge); this requires a valid VAT identification number entered at checkout. You are responsible for its accuracy and validity.

5.2 Invoice The invoice is issued electronically and made available in the dashboard. By booking you consent to electronic invoicing.

5.3 Austrian advertising levy For advertising services supplied in Austria, the Austrian advertising levy (Werbeabgabe) under the Werbeabgabegesetz 2000 applies at 5 % of the consideration. It is shown as a separate line item, forms part of the amount payable, and is remitted by us. The advertising levy is not a value added tax and therefore does not cease to apply under the reverse charge.

5.4 Due date The consideration falls due upon formation of the contract and is collected through our payment service provider. Playout begins only after payment has been received in full. Deviating payment terms require a separate written agreement.

5.5 Payment methods Payments are processed by Stripe Payments Europe, Ltd. Their terms apply in addition to the payment transaction itself. We do not store full card data.

5.6 Late payment In case of late payment by a trader, statutory default interest applies. Further statutory claims remain unaffected. We may suspend ongoing playout until the outstanding amount is settled; we will notify you in text form beforehand.

5.7 Set-off and retention Vis-à-vis traders, set-off is permitted only with undisputed claims or claims established by final judgment; a right of retention exists only in respect of claims arising from the same contractual relationship. This restriction does not apply to consumers.

5.8 Vouchers Discount codes and vouchers can be redeemed only on the stated conditions, cannot be combined with other promotions, and cannot be paid out in cash.

This section applies only if you book as a consumer, that is, for purposes which are predominantly outside your trade, business, craft or profession. Traders have no right of withdrawal.

6.1 Right of withdrawal You have the right to withdraw from this contract within fourteen days from the day of its conclusion without giving any reason.

6.2 Exercise To exercise the right it is sufficient to send an unequivocal statement to adyoutiser s.r.o., Rázusovo nábrežie – HUMA 6, 811 02 Bratislava, Slovakia, or by email to widerruf@adyoutiser.com. You may use the model withdrawal form we provide, but you are not required to. Sending the notification before the deadline expires is sufficient to meet it.

6.3 Effects Upon an effective withdrawal we will reimburse all payments received from you without delay and at the latest within fourteen days of receipt of your withdrawal notice, less any compensation for value under Section 6.4. We will use the same means of payment as in the original transaction; you will not incur any fees as a result.

6.5 Early lapse Your right of withdrawal lapses early where we have fully performed the service and began performance only after you expressly consented and simultaneously acknowledged that you lose your right of withdrawal upon full performance. The service is fully performed on expiry of the booked period — not already on commencement of playout.

The full withdrawal instructions and the model withdrawal form are available at /legal/widerrufsrecht.

7.1 Cancellation by you There is no contractual right of cancellation after formation of the contract; the booking runs for the booked period. Statutory rights — in particular the right of withdrawal under Section 6 and the right to terminate for non-performance — remain unaffected. In cases of hardship we decide on request as a gesture of goodwill; there is no entitlement to this.

7.2 Replacing creatives Creatives can be replaced via the dashboard until playout begins. Replaced creatives undergo the review under Section 9 again. Changes after playout has begun are possible only by arrangement and within what is technically feasible.

7.3 Outages If a screen fails or the booked service is not provided, or not provided in full, for reasons attributable to us, you receive a remedy under Section 7.4. Short interruptions amounting in total to less than 5 % of the booked airtime are treated as immaterial and give rise to no claim; above that threshold, compensation is calculated from the first percentage point.

7.4 Type of remedy The remedy consists, at our option, of an extension of the run time, a replacement booking on a comparable screen, or a pro rata refund of the consideration attributable to the outage. Where subsequent performance is demonstrably of no interest to you or fails, a pro rata refund is made. We implement the remedy within fourteen days of concluding our review. Consumers may choose between subsequent performance and refund.

7.5 Screens without live reporting If the review under Section 2.7.5 shows that an operator CMS screen did not play out, or did not play out as booked — in particular because the location partner fails to produce the requested playout report in time — you receive a remedy for the affected screen and period. Here the choice between run-time extension, replacement booking on a comparable screen and pro rata refund is yours.

7.6 Force majeure In the event of circumstances beyond our control which temporarily prevent performance (in particular natural events, power failures, failures of telecommunications networks, official orders, industrial action), performance obligations are postponed for the duration of the impediment. If the impediment lasts longer than four weeks, either party may withdraw in respect of the affected part; consideration already paid for services not rendered is refunded.

8.1 Responsibility You alone are responsible for the creatives you supply (images, videos, texts, logos, trademarks, music, fonts and all other components). We review them under Section 9 but assume no responsibility for their content and no duty of review.

8.2 Rights warranty You warrant that you hold all rights and licences required for public display on digital screens, in particular copyright, related rights, trademark, name and personality rights, and that the necessary consents exist for identifiable persons depicted.

8.3 Lawfulness You warrant that the creatives comply with applicable law, in particular unfair-competition and advertising law and product- and sector-specific advertising rules in Austria, Slovakia and any other country in which a booked screen is located, and that they carry the required labelling and approvals.

8.4 Content that is not permitted

• unlawful, misleading or deceptive content
• depictions of violence, hate, discrimination, denigration or harassment
• pornographic, sexualised or youth-endangering content
• infringements of copyright, trademark or personality rights
• political advertising without the labelling and transparency information required by law
• advertising for medicinal products, medical devices, financial services or gambling without the required authorisations, licences and mandatory disclosures
• advertising for tobacco products, related products and electronic cigarettes where prohibited by law
• content creating the impression of originating from a public authority

8.5 Indemnity You indemnify us, our officers, employees and location partners against all third-party claims based on a breach of the warranties in Sections 8.2 to 8.4, including reasonable costs of legal defence. We will notify you of any claim asserted without delay, will make no admission without your consent, and will give you the opportunity to defend. The indemnity does not apply to the extent that you are not responsible for the infringement.

8.6 Licence You grant us the non-exclusive right, required for performance of the contract and limited to the booked locations and the booked period, to store the creatives, adapt them technically (format, resolution, compression) and communicate them to the public. Any use beyond that — in particular for our own promotional purposes — requires your separate consent.

9.1 Review We are entitled, but not obliged, to review creatives before and during playout and to reject, suspend or remove them where they breach Section 8 or applicable law. The review is carried out automatically using artificial-intelligence methods and, in addition, manually.

9.3 Competition and environment rules of location partners Location partners may block industries or content characteristics for their screens, in particular to protect against direct competitors at the location. If your creative is thereby excluded from a screen, we will inform you and treat this as a service disruption under Section 7.3; the consideration attributable to that screen is not owed.

9.4 Notice and action Any person may notify us of content they consider unlawful, at content@adyoutiser.com. The notice should state where the content appeared (screen, period), the reasons, and contact details. We confirm receipt, decide promptly and with reasons, and communicate the decision to the notifying person and to the affected customer. Both may appeal the decision under Section 9.2.

9.5 Consequences of suspension Where we suspend a creative because of a breach for which you are responsible, the claim to the consideration for the affected period remains. If the suspension turns out to have been unjustified, we treat it as an outage under Section 7.3.

10.1 We endeavour to keep the platform highly available but do not owe uninterrupted accessibility. Where possible we announce maintenance in advance and schedule it during periods of low demand.

10.2 Unavailability of the platform does not affect the obligation to play out campaigns already booked. Section 7.3 applies to disruptions of the playout itself.

11.1 Unlimited liability We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of any guarantee assumed, and under mandatory statutory provisions, in particular product liability law.

11.2 Slight negligence For slightly negligent breach of a material contractual obligation — an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance you may regularly rely — we are liable limited in amount to the foreseeable damage typical of this type of contract at the time of contract formation. For slightly negligent breach of other obligations we are not liable.

11.3 Cap Liability under Section 11.2 is capped at the higher of the following amounts: the consideration paid to us in the twelve months preceding the event causing the damage, or EUR 10,000. Section 11.1 remains unaffected.

11.4 Screens without live reporting On screens under Section 2.7 the playout is performed by the location partner. If it does not occur or deviates from the booking, your claim in cases of slight negligence is limited to the remedy under Section 7.5 and in amount to the consideration paid for the affected screen and period. Section 11.1 remains unaffected here as well; for intent and gross negligence — including that of the location partner as our vicarious agent — we are liable under the general rules.

11.5 Advertising success We owe the playout under Section 2, not any particular advertising success. For reach, contact and audience figures based on estimates or third-party data we are liable only to the extent that we have expressly committed to them as binding; they are clearly marked as estimates.

11.6 Loss of data For loss of data we are liable under the foregoing rules only up to the expense that would have been incurred to restore the data had you backed it up properly and regularly.

11.7 Vicarious agents The above limitations of liability also operate in favour of our officers, employees and vicarious agents.

11.8 Limitation period The statutory limitation periods apply.

12.1 Individual bookings A booking contract is limited to the booked period and ends on its expiry; no termination is required.

12.2 Account relationship Either party may end the free account relationship at any time without notice, in text form. Campaigns already booked are unaffected and are performed to their end as contracted.

12.3 Termination for cause Both parties reserve the right to terminate for good cause. Good cause exists for us in particular in the event of repeated breach of Section 8 despite warning, false statements as to identity or tax status, or payment default of more than 30 days despite reminder.

12.4 Suspension We may temporarily suspend an account where there are concrete indications of a serious breach or of misuse. We will inform you of the suspension and its reason and will lift it as soon as the reason no longer applies. The obligation to play out campaigns already paid for and permissible remains.

13.1 We process personal data in accordance with Regulation (EU) 2016/679 (GDPR) and Slovak data protection law. Details of purposes, legal bases, recipients, retention periods and your rights are set out in the privacy policy at /legal/privacy-policy. It is not part of the contract but information under Art. 13 GDPR.

13.2 Where your creatives contain personal data, you are the controller within the meaning of the GDPR. We process such data on your behalf to the extent necessary for the playout.

13.3 Each party treats the other party's confidential information as confidential and uses it only for the purposes of this contract. This does not apply to information that is publicly known or that must be disclosed by law or official order.

14.1 We may amend these terms with effect for the future where this is necessary to adapt to changes in the law, in supreme-court case law, or in technical or economic conditions, and where you are not thereby unreasonably disadvantaged. We do not use this route to change the balance of performance and consideration.

14.2 We will notify you of changes in text form at least six weeks before they take effect, drawing separate attention to the change, your right to object and the deadline. If you do not object before the change takes effect, the amended version is deemed accepted. If you object, the previous version continues to apply to ongoing and already booked campaigns; either party may end the account relationship under Section 12.2.

14.3 For bookings already concluded, the version in force at the time of contract formation always applies — the version we logged with its identifier under Section 4.5.

14.4 Price changes We may change prices for future bookings at any time; the price displayed at the time of booking governs. Campaigns already booked are unaffected.

15.1 Governing law Slovak law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the referral rules of private international law. If you are a consumer, this choice of law applies only to the extent that it does not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence (Art. 6(2) of Regulation (EC) No 593/2008).

15.2 Jurisdiction For disputes with traders, the exclusive place of jurisdiction is Bratislava, Slovakia. We are also entitled to sue at the customer's general place of jurisdiction. For consumers, the statutory places of jurisdiction apply.

15.3 Dispute resolution We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board. Consumers' right to approach a competent alternative dispute resolution body remains unaffected.

15.4 Language The language of the contract is German. The German version is the authoritative one. Translations into other languages are provided for information; in the event of discrepancies the German version prevails. This does not apply vis-à-vis consumers to whom we offered the contract in another language — as against them, the version in the language of the offer governs.

15.5 Text form Declarations under this contract require text form; email is sufficient. This also applies to any waiver of this requirement.

15.6 Assignment You may transfer rights and obligations under this contract to third parties only with our prior consent. We may transfer the contract in the course of a universal or partial succession; in that case consumers may end the contract with immediate effect.

15.7 Severability Should any provision of these terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory rules take the place of the invalid provision.