Common use of Country Schedule Clause in Contracts

Country Schedule. If there is any contradiction between the Terms and Conditions and this Country Schedule, the Country Schedule shall take precedence in relation to the Criteo Service. The Criteo entity that provides the Criteo Service under the Agreement shall depend upon the audience selected by the Client. Said Criteo entity shall also provide invoices to Client in accordance with clause 5 and shall bear all related risks and obligations. Criteo SA does not perform business development or commercial negotiations with the Client. Each local Criteo entity, as may be relevant, gives a mandate to Criteo SA to conclude the Agreement on their behalf. The law that is applicable to the Agreement and the courts that have exclusive jurisdiction in relation to any dispute or matter arising out of or connected with the Agreement shall depend upon the Criteo entity delivering the Criteo Service. Further details are set out in the table below. In addition, additional terms either replace terms in the main Terms or supplement them. Advertising campaign running in: Singapore, Hong Kong, Malaysia, Thailand, Taiwan, Vietnam Philippines, Indonesia, Lao People’s Democratic Republic, Brunei, Myanmar, Cambodia, Macao, Pakistan Advertising campaigns running in: Germany, Austria, Poland, Albania, Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Georgia, Greece, Hungary, Israel, Liechtenstein, Macedonia, Malta, Montenegro, Romania, Serbia, Slovakia, Slovenia For any campaign taking place in Russia, the Client acknowledges that a separate Agreement (Insertion Order and Terms and Conditions) will be signed directly with Criteo LLC. Criteo shall send the Client a monthly invoice (“Nota Fiscal”) reflecting the amount owed by the Client to Criteo. The Nota Fiscal sets out the amount due for the service delivered during a calendar month (“Invoicing period”). The Client shall pay the amount set out in the Nota Fiscal on the last working day of the calendar month following the end of the invoicing period (end of a calendar month). For campaigns running in Brazil, the Nota Fiscal will be quoted in Brazilian Reais and will be raised in Brazilian Reais. Therefore, the Client shall remit the payment in Brazilian Reais to Criteo account. The amount due by the Client are quoted exclusive of any tax which shall be payable at the time and in the manner required by law. Any claim on the Nota Fiscal can only be raised within one month of receipt. Advertising campaigns running in: Australia, New Zealand Advertising campaigns running in: Netherlands, Belgium, Luxembourg Advertising campaigns running in: Spain and Portugal Advertising campaigns running in: Denmark, Finland, Norway, Sweden, Estonia, Faroe Islands, Greenland, Iceland, Latvia, Lithuania, Svalbard and Jan Mayan Pursuant to section 1341, par. 2, of the Italian Civil Code, the Client accepts specifically the following clauses of the Criteo Terms and Conditions: clause 5 (Invoicing and Payment); clause 7 (Warranties and Indemnities); clause 8 (Liability); clause 13(ii) (Jurisdiction). Advertising campaigns running in: United States, Venezuela, Peru, Ecuador, Dominican Republic, Costa Rica, Uruguay, Panama, Puerto Rico, Guatemala, Bolivia, Paraguay, El Salvador, Jamaica, Honduras, Haiti, Nicaragua, Trinidad and Tobago, Bahamas, Mexico, Argentina, Colombia, Chile Clause 13(vii) shall be amended by inclusion of the following: “The Parties acknowledge that they have requested that this Agreement be drafted in the English language. Les parties reconnaissent avoir exigé que ce contrat soit rédigé en langue anglaise." “Clause 5 shall be amended by inclusion of the following: In the event that the Client is a domiciled in Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, the stamp tax will be declared and paid by Criteo and fifty percent (50%) of the stamp tax will be charged to the Client within 30 days of signature, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). In the event that the Client is domiciled outside of Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, Criteo shall be liable for any stamp tax expenses, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). Clause 6 of the Terms and Conditions shall be replaced as follows: “6 – Intellectual Property: Each Party remains sole owners of the intellectual property rights it owned prior to the execution of the Agreement. Criteo is the sole owner of all intellectual property rights in and to the Criteo Technology and Criteo Data. Client is the sole owner of all intellectual property rights in and to the Client Data. Unless prohibited under UAE laws, the Client authorizes Criteo: (i) to collect, use, analyze and process the Client Data, to combine Client Data with Criteo Data and Criteo Sourced Data and to perform the Service for the Client; (ii) to improve Criteo Technology, Criteo Service and other Criteo products, programs and/or services, including, for example, Criteo’s email marketing service, with Aggregated Client Data; (iii) to disclose Client Data if required by law. For the duration of that Agreement, the Client grants Criteo (including Criteo affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce and represent the Client trademarks and logos, and to display, reproduce, represent the Client Content of the Banners:

Country Schedule. If there is any contradiction between the Terms and Conditions and this Country Schedule, the Country Schedule shall take precedence in relation to the Criteo Service. The Criteo entity that provides the Criteo Service under the Agreement shall depend upon the audience selected by the Client. Said Criteo entity shall also provide invoices to Client in accordance with clause 5 and shall bear all related risks and obligations. Criteo SA does not perform business development or commercial negotiations with the Client. Each local Criteo entity, as may be relevant, gives a mandate to Criteo SA to conclude the Agreement on their behalf. The law that is applicable to the Agreement and the courts that have exclusive jurisdiction in relation to any dispute or matter arising out of or connected with the Agreement shall depend upon the Criteo entity delivering the Criteo Service. Further details are set out in the table below. In addition, additional terms either replace terms in the main Terms or supplement them. Advertising campaign running in: Singapore, Hong Kong, Malaysia, Thailand, Taiwan, Vietnam Philippines, Indonesia, Lao People’s Democratic Republic, Brunei, Myanmar, Cambodia, Bangladesh, Bhutan, Macao, Pakistan Nepal, Pakistan, Sri Lanka Advertising campaigns running in: Germany, Austria, Poland, Albania, Algeria, Armenia, Azerbaijan, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Georgia, Greece, Hungary, Israel, Jordan, Kazakhstan, Kyrgyzstan, Liechtenstein, Macedonia, Malta, Moldova, Montenegro, Romania, Serbia, Slovakia, Slovenia Slovenia, Tajikistan, Ukraine, Uzbekistan For any campaign taking place in Russia, the Client acknowledges that a separate Agreement (Insertion Order and Terms and Conditions) will be signed directly with Criteo LLC. Criteo shall send the Client a monthly invoice (“Nota Fiscal”) reflecting the amount owed by the Client to Criteo. The Nota Fiscal sets out the amount due for the service delivered during a calendar month (“Invoicing period”). The Client shall pay the amount set out in the Nota Fiscal on the last working day of the calendar month following the end of the invoicing period (end of a calendar month). For campaigns running in Brazil, the Nota Fiscal will be quoted in Brazilian Reais and will be raised in Brazilian Reais. Therefore, the Client shall remit the payment in Brazilian Reais to Criteo account. The amount due by the Client are quoted exclusive of any tax which shall be payable at the time and in the manner required by law. Any claim on the Nota Fiscal can only be raised within one month of receipt. Advertising campaigns running in: Australia, New Zealand Advertising campaigns running in: Netherlands, Belgium, Luxembourg Advertising campaigns running in: Spain and Portugal Advertising campaigns running in: Denmark, Finland, Norway, Sweden, Estonia, Faroe Islands, Greenland, Iceland, Latvia, Lithuania, Svalbard and Jan Mayan Pursuant to section 1341, par. 2, of the Italian Civil Code, the Client accepts specifically the following clauses of the Criteo Terms and Conditions: clause 5 (Invoicing and Payment); clause 7 (Warranties and Indemnities); clause 8 (Liability); clause 13(ii) (Jurisdiction). Advertising campaigns running in: United States, Canada, Venezuela, Peru, Ecuador, Dominican Republic, Costa Rica, Uruguay, Panama, Puerto Rico, Guatemala, Bolivia, Paraguay, El Salvador, Jamaica, Honduras, Haiti, Nicaragua, Trinidad and Tobago, Bahamas, Mexico, Argentina, Colombia, Chile Clause 13(viiFor any campaign taking place into China, the Client acknowledges that a separate Agreement (Insertion Order and Terms and Conditions) will be signed directly with Criteo Advertising (Beijing) Co., Ltd. Courts having exclusive jurisdiction of disputes: Courts of Istanbul Additional or specific provisions that shall be amended by inclusion of apply to the followingAgreement: “The Parties acknowledge that they have requested that this Agreement be drafted in the English language. Les parties reconnaissent avoir exigé que ce contrat soit rédigé en langue anglaise." “Clause 5 shall be amended by inclusion of the following: In the event that the Client is a domiciled in Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, the stamp tax will be declared and paid by Criteo and fifty percent (50%) of the stamp tax will be charged to the Client within 30 days of signature, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). In the event that the Client is domiciled outside of Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, Criteo shall be liable for any stamp tax expenses, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). Clause 6 of the Terms and Conditions shall be replaced as follows: “6 – Intellectual Property: Each Party remains sole owners of the intellectual property rights it owned prior to the execution of the Agreement. Criteo is the sole owner of all intellectual property rights in and to the Criteo Technology and Criteo Data. Client is the sole owner of all intellectual property rights in and to the Client Data. Unless prohibited under UAE laws, the Client authorizes Criteo: (i) to collect, use, analyze and process the Client Data, to combine Client Data with Criteo Data and Criteo Sourced Data and to perform the Service for the Client; (ii) to improve Criteo Technology, Criteo Service and other Criteo products, programs and/or services, including, for example, Criteo’s email marketing service, with Aggregated Client Data; (iii) to disclose Client Data if required by law. For the duration of that Agreement, the Client grants Criteo (including Criteo affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce and represent the Client trademarks and logos, and to display, reproduce, represent the Client Content of the Banners:

Country Schedule. If there is any contradiction between the Terms and Conditions and this Country Schedule, the Country Schedule shall take precedence in relation to the Criteo Service. The Criteo entity that provides the Criteo Service under the Agreement shall depend upon the audience selected by the Client. Said Criteo entity shall also provide invoices to Client in accordance with clause 5 and shall bear all related risks and obligations. Criteo SA does not perform business development or commercial negotiations with the Client. Each local Criteo entity, as may be relevant, gives a mandate to Criteo SA to conclude the Agreement on their behalf. The law that is applicable to the Agreement and the courts that have exclusive jurisdiction in relation to any dispute or matter arising out of or connected with the Agreement shall depend upon the Criteo entity delivering the Criteo Service. Further details are set out in the table below. In addition, additional terms either replace terms in the main Terms or supplement them. Advertising campaign running in: Singapore, Hong Kong, Malaysia, Thailand, Taiwan, India, Vietnam Philippines, Indonesia, Lao People’s Democratic Republic, Brunei, Myanmar, Cambodia, Bangladesh, Bhutan, Macao, Pakistan Nepal, Pakistan, Sri Lanka Advertising campaigns running in: Germany, Austria, Poland, Albania, Algeria, Armenia, Azerbaijan, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Georgia, Greece, Hungary, Israel, Jordan, Kazakhstan, Kyrgyzstan, Liechtenstein, Macedonia, Malta, Moldova, Montenegro, Romania, Serbia, Slovakia, Slovenia Slovenia, Tajikistan, Uzbekistan For any campaign taking place in Russia, the Client acknowledges that a separate Agreement (Insertion Order and Terms and Conditions) will be signed directly with Criteo LLC. Criteo shall send the Client a monthly invoice (“Nota Fiscal”) reflecting the amount owed by the Client to Criteo. The Nota Fiscal sets out the amount due for the service delivered during a calendar month (“Invoicing period”). The Client shall pay the amount set out in the Nota Fiscal on the last working day of the calendar month following the end of the invoicing period (end of a calendar month). For campaigns running in Brazil, the Nota Fiscal will be quoted in Brazilian Reais and will be raised in Brazilian Reais. Therefore, the Client shall remit the payment in Brazilian Reais to Criteo account. The amount due by the Client are quoted exclusive of any tax which shall be payable at the time and in the manner required by law. Any claim on the Nota Fiscal can only be raised within one month of receipt. Advertising campaigns running in: Australia, New Zealand Advertising campaigns running in: Netherlands, Belgium, Luxembourg Advertising campaigns running in: Spain and Portugal Advertising campaigns running in: Denmark, Finland, Norway, Sweden, Estonia, Faroe Islands, Greenland, Iceland, Latvia, Lithuania, Svalbard and Jan Mayan Pursuant to section 1341, par. 2, of the Italian Civil Code, the Client accepts specifically the following clauses of the Criteo Terms and Conditions: clause 5 (Invoicing and Payment); clause 7 (Warranties and Indemnities); clause 8 (Liability); clause 13(ii) (Jurisdiction). Advertising campaigns running in: United States, Venezuela, Peru, Ecuador, Dominican Republic, Costa Rica, Uruguay, Panama, Puerto Rico, Guatemala, Bolivia, Paraguay, El Salvador, Jamaica, Honduras, Haiti, Nicaragua, Trinidad and Tobago, Bahamas, Mexico, Argentina, Colombia, Chile Clause 13(vii) shall be amended by inclusion of the following: “The Parties acknowledge that they have requested that this Agreement be drafted in the English language. Les parties reconnaissent avoir exigé que ce contrat soit rédigé en langue anglaise." “Clause 5 shall be amended by inclusion of the following: In the event that the Client is a domiciled in Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, the stamp tax will be declared and paid by Criteo and fifty percent (50%) of the stamp tax will be charged to the Client within 30 days of signature, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). In the event that the Client is domiciled outside of Turkey, the following terms shall apply: (i) in relation to a capped Insertion Order, Criteo shall be liable for any stamp tax expenses, (ii) in relation to both capped and uncapped Insertion Orders, the maximum duration of said Insertion Order shall be one month which may be extended by the Client giving notice to Criteo (for the avoidance of doubt such notice may be via email with valid sent/receive receipt). Clause 6 of the Terms and Conditions shall be replaced as follows: “6 – Intellectual Property: Each Party remains sole owners of the intellectual property rights it owned prior to the execution of the Agreement. Criteo is the sole owner of all intellectual property rights in and to the Criteo Technology and Criteo Data. Client is the sole owner of all intellectual property rights in and to the Client Data. Unless prohibited under UAE laws, the Client authorizes Criteo: (i) to collect, use, analyze and process the Client Data, to combine Client Data with Criteo Data and Criteo Sourced Data and to perform the Service for the Client; (ii) to improve Criteo Technology, Criteo Service and other Criteo products, programs and/or services, including, for example, Criteo’s email marketing service, with Aggregated Client Data; (iii) to disclose Client Data if required by law. For the duration of that Agreement, the Client grants Criteo (including Criteo affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce and represent the Client trademarks and logos, and to display, reproduce, represent the Client Content of the Banners: