Table of Contents
These Terms of Service form a legally binding agreement between the relevant OHM Contracting Entity (as defined below) and any legal entity or individual entrepreneur accessing or using the OHM Platform and the Services on its own behalf or on behalf of a business organisation (the “Client”, “you”, or “your”).
These Terms of Service govern access to and use of the Services made available through OHM Platform. By accessing the OHM Platform, submitting an application for registration, requesting Services, accepting any Commercial Terms, signing a service order, making a payment, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agreed to be bound by the Terms (as defined below) and that a binding agreement is formed between you and the applicable OHM Contracting Entity.
1. Definitions
For the purposes of these Terms, the following capitalised terms shall have the meanings set out below:
“Advertising Platform” means any third-party advertising, media buying, campaign distribution, audience targeting, ad account, business account, analytics, tracking, conversion, or related platform, network, exchange, marketplace, or advertising ecosystem made available by a third party, including any associated tools, business interfaces, partner panels, APIs, payment environments, account structures, or account management systems, that have been integrated with OHM Platform and is available to the Client via OHM Platform.
“Additional Service Fees” means any fees, charges, commissions, retainers, consulting fees, audit fees, implementation fees, setup fees, support fees, managed service fees, analytics fees, advisory fees, or other amounts payable by the Client for any services other than the Platform Fee.
“Affiliate” means, in relation to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Allocated Amounts” means any amounts that OHM records for operational, accounting, billing, reconciliation purposes in connection with the Client’s campaigns at any Advertising Platform. Data on Allocated Amounts that are available to the Client at OHM Platform are informational and operational in nature only.
“Applicable Law” means any applicable law, statute, regulation, rule, decree, directive, ordinance, code, sanctions regime, court order, governmental requirement, licence condition, or binding decision of any competent authority.
“Authorised User” means any employee, contractor, representative, officer, director, agent, consultant, or other individual authorised by the Client to access or use the Services or the OHM Platform, or to act on the Client’s behalf in connection with them.
“Campaign Funding” means any operational arrangement under which the Client provides budgets in connection with the Services and the advertising campaigns run through Advertising Platforms.
“Client” means the legal entity, business, undertaking, organisation, or commercial operator that applies for, accesses, uses, or receives the Services through OHM Platform.
“Client Data” means any data, records, documents, materials, information, identifiers, business details, campaign information, creative materials, configuration, commercial information, or other content provided by or on behalf of the Client to OHM or made available in connection with the Services or the OHM Platform.
“Commercial Terms” means any order, proposal, pricing communication issued by OHM that specifies or evidences the commercial terms applicable to the Client or any part of the Services. Commercial Terms may be stipulated in the relevant sections of the OHM Platform interface, including the dashboard of the Client’s account at the OHM Platform.
“Contracting Entity” means the OHM group entity identified in the applicable Commercial Terms, invoice, proposal, onboarding approval, account communication, or other written or electronic communication as the entity contracting with the Client for the relevant Services.
“OHM”, “we”, “us”, or “our” means, as the context requires, the relevant Contracting Entity and, where applicable, any other OHM Group entity involved in providing, supporting, operating, administering, billing for, verifying, or otherwise handling any part of the Services or the OHM Platform.
“OHM Platform” means the online platform available at: https://www.emarka.com , operated by or for OHM through which the Services, or any part of them, are made available to the Client.
“OHM Policies” means any policy, rule, standard, requirement, acceptable use rule, onboarding criterion, jurisdiction restriction, vertical restriction, technical requirement, risk control, operating procedure, fee notice, or other policy or condition issued, communicated, applied, or made available by OHM from time to time.
“Platform Fee” means the service charge payable by the Client for access to and use of the Services and OHM Platform functionalities.
“Prepayment” means any amount paid, credited, committed, reserved, or otherwise made available by or on behalf of the Client to or for OHM in advance of and in connection with the Services (incl. Campaign Funding).
“Processing Partner” means any third-party payment service provider, payment gateway or other financial or transaction infrastructure provider used by OHM in connection with the Services.
“Prohibited Activity” means any activity, including but not limited to, provision of any content, campaign, targeting logic, funding pattern, traffic source, or operational practice that is prohibited under these Terms, any OHM Policies, any applicable Commercial Terms, any Third-Party Platform Rules, or any Applicable Law.
“Restricted Business” means any business, service, or commercial model involved in Prohibited Activities or any business/service that OHM considers to present heightened legal, regulatory, reputational, operational or other risk, whether generally or in a particular jurisdiction.
“Restricted Jurisdiction” means any country, territory, region that is restricted or otherwise subject to heightened scrutiny under Applicable Law, OHM Policies, sanctions controls, internal risk criteria, Processing Partner requirements, Verification Provider criteria, or Third-Party Platform Rules.
“Services” means provision by OHM of infrastructure and technology facilitating enablement and administration by a Client of advertising campaigns through Advertising Platforms as well as provision by OHM of further support, reporting and analytics functionality, advising service, or any other service, feature, capability, or function to the Client in connection with their use of their accounts with Advertising Platforms, whether through the OHM Platform or otherwise.
“Terms” means these Terms of Service, together with any Commercial Terms, OHM Policies, and any other documents expressly incorporated by reference by OHM.
“Third-Party Platform Rules” means any terms of use, advertising policies, payment policies, account integrity requirements, verification requirements, user guidelines, acceptable use policies or other rules imposed by any Advertising Platform and by any Processing Partner or Verification Provider used in connection with the Services, in each case as amended from time to time.
“Verification Provider” means a third-party provider engaged or used by OHM for identity verification, business verification, KYB, KYC, sanctions screening, PEP screening, adverse media screening, fraud prevention, geolocation checks, registry checks, document verification, licensing verification, source-of-funds review, source-of-business review, or any related compliance or risk function.
Unless the context requires otherwise, references to the singular include the plural and vice versa, references to “including” or similar words shall be construed without limitation, and references to any law, policy, or third-party rule include that law, policy, or rule as amended, replaced, restated, or supplemented from time to time. In the event of any inconsistency between these Terms and the Commercial Terms or any specific terms agreed with a particular Client, the relevant terms shall prevail to the extent of that inconsistency unless OHM expressly states otherwise.
2. OHM Contracting Entity
The Client acknowledges and agrees that the Services may be offered, provided, operated, supported, administered, billed, verified, or otherwise handled through one or more entities within the OHM Group. Different OHM Group entities may be used for different jurisdictions, customer segments, payment routes, operational functions, compliance workflows, Advertising Platform relationships, service lines, or commercial arrangements.
The specific entity that contracts with the Client for any particular Services shall be the entity identified as such in the applicable Commercial Terms, onboarding approval, invoice, proposal, account communication, or other written or electronic communication issued or approved by OHM. Different Services, or different aspects of the same client relationship, may be associated with different OHM Group entities where that is reflected in the applicable documentation or otherwise communicated by OHM.
The Client acknowledges that OHM operates a flexible and evolving multi-entity structure. The fact that one OHM Group entity is involved in one part of the relationship, in one jurisdiction, or in connection with one service, payment route, or operational process does not mean that all Services, all fees, all future dealings, or all operational functions must be provided by or contracted through the same entity.
The Contracting Entity may perform the Services directly or through one or more Affiliates, subcontractors, technology or other service providers. The Client agrees that such internal allocation of functions forms part of OHM’s operating model and may change from time to time.
3. Scope of the Services
3.1. OHM provides a business-oriented platform and related services intended to facilitate, enhance and assist the Client’s access to and use of advertising-related infrastructure, ad campaign operations and other related capabilities of Advertising Platforms. The Services may be made available through the OHM Platform and, where applicable, through related operational or communication processes used by OHM in connection with the client relationship.
The Services may include certain support, administrative, technical, and operational activities performed at the Client’s request in connection with the Client’s use of Advertising Platforms, in order to facilitate such use and related account operations, including the following:
3.2. It is hereby explicitly provided by OHM and understood and accepted by the Client that any campaign administration, coordination, provision and distribution of advertising materials, supervision over their content whatsoever and any other activity that is determining, influencing, or controlling the creation, set up, performance whatsoever of advertising campaigns with any Advertising Platform is performed solely by the Client. OHM has no control or authority to influence and therefore no responsibility over the advertising campaigns launched by the Client with the assistance of OHM Platform.
Therefore, the Client acknowledges that Advertising Platforms are independent third parties and that OHM does not own or control them. Access to the OHM Platform or use of the Services does not guarantee continued access of the Client to any particular Advertising Platform. OHM does not guarantee that any campaign, account, business account, domain, app, website, creative, landing page, payment route, market, or other asset will be allowed or remain active on any Advertising Platform. Review outcomes, suspensions, rejections, restrictions, policy enforcement actions, account limitations, or account closures may occur at any time, are only dependent on the Client’s use of the relevant Advertising Platforms functionality and lay outside OHM’s control.
3.3. Any Campaign Funding-related functionality offered through the Services or the OHM Platform forms part of the overall commercial and operational infrastructure of the Services. Any figures, summaries, indicators, or information shown in the OHM Platform in relation to Campaign Funding, advertising networks balances of the Client, or similar metrics are for informational and reporting purposes only. Such figures may be delayed, estimated, conditional, approximate, subject to adjustment, or dependent on third-party data. They do not constitute a payment account balance, safeguarded funds record, stored value balance, or withdrawable entitlement.
It is hereby explicitly provided by OHM and understood by the Client that OHM does not provide, through the OHM Platform or otherwise, any custodial, deposit-taking, safeguarding, trustee, escrow, fiduciary, or safekeeping service for the Client’s benefit in relation to any funds and reported balances except to the extent mandatory law expressly requires otherwise. The Services or the OHM Platform do not constitute money remittance, deposit-taking, stored value issuance, account issuance, fiduciary holding, or a customer withdrawal facility.
3.4. The Client acknowledges that the Services and the OHM Platform depend on third parties, including Advertising Platforms, Processing Partners, Verification Providers, software providers, infrastructure providers, hosting providers, communications services, data providers, and other commercial counterparties. OHM may add, remove, replace, suspend, prioritise, or cease using any such third party at any time, whether generally or in relation to the Client specifically, where OHM considers this reasonably necessary or appropriate.
OHM may modify, expand, limit, reconfigure, discontinue, substitute, or condition any part of the Services or the OHM Platform, any service route, any payment route, any reporting layer, any operational process, any support model, any verification process, or any account structure at any time.
The availability, scope, timing, scale, continuity, and operational treatment of the Services and access to the OHM Platform may be subject to limits, thresholds, eligibility criteria, jurisdiction restrictions and other conditions determined by OHM from time to time.
3.5. The Client acknowledges that it has not relied on any statement, representation, expectation, forecast, or assurance regarding the Services or the OHM Platform except as expressly set out in these Terms or the applicable Commercial Terms. Without limitation, OHM does not guarantee any particular advertising performance outcome, campaign profitability, account longevity, approval rate, processing route continuity, geographic availability, risk classification, or business acceptance outcome.
4. Eligibility
4.1. The Services are available only to businesses and commercial operators acting for business purposes. By accessing or using the Services or the OHM Platform, the Client confirms that it is acting in a business capacity and not as a consumer.
4.2. The individual accepting these Terms, submitting an application, requesting Services, making payments, uploading documents, or otherwise acting on behalf of the Client represents that they are duly authorised to bind the Client and to act on its behalf in relation to the Services and the OHM Platform.
4.3. The Client shall provide accurate, complete, and up-to-date information about its identity, business, ownership, activities, and intended use of the Services. The Client shall promptly inform OHM of any material change to such information, including any change in ownership, control, business activity, jurisdiction, licensing status, or use of Advertising Platforms.
4.4. OHM may determine, at its discretion, whether the Client is eligible for the Services, for any particular service model, payment route, Advertising Platform-related functionality, or jurisdictional use case. OHM may impose conditions, limits, or additional requirements as part of that determination. OHM may review and revise the Client’s eligibility at any time.
4.5. The Client may not access or use the Services or the OHM Platform if it belongs to Restricted Businesses or Restricted Jurisdictions or if its business or conduct otherwise creates, in OHM’s sole opinion, any risk to OHM or the OHM Platform.
5. Onboarding, Verification, and Reverification
5.1. Access to the Services and the OHM Platform, including the registration of the Client’s account at the OHM Platform, is subject to such onboarding, verification, and review procedures as OHM may require including through the use of Verification Providers services. OHM may apply different standards and requirements depending on the Client’s business, jurisdiction, ownership structure, intended use of the Services, Advertising Platform activity, payment method, risk profile, or other criteria.
5.2. The Client shall provide any information and documents reasonably requested by OHM for onboarding, verification, reverification, compliance, or risk assessment purposes. This may include information concerning the Client’s identity, registration, ownership, management, business activities, websites, target markets, licences, and source of funds or source of business. The Client shall cooperate promptly and in good faith with all onboarding and verification procedures and shall ensure that all information and documents provided are accurate, complete, current, and not misleading.
5.3. Verification is not a one-time process. OHM may conduct reverification or additional review at any time, including where there is a change in the Client’s profile, activity, ownership, jurisdiction, campaign profile, payment activity, or risk level, or where any issue, discrepancy, alert, or concern arises.
5.4. OHM is not obliged to disclose its internal verification criteria, review logic, risk methodology, or the detailed reasons for any onboarding or verification decision. In any case, if the Client fails to complete onboarding, fails to provide satisfactory information, fails reverification, or otherwise does not meet OHM’s requirements, OHM may refuse onboarding, delay activation of the Client’s account, restrict access to the OHM Platform, suspend the Services, impose additional conditions, or terminate the agreement with the Client.
6. Fees and Payments
6.1. Fee structure. OHM may charge the Client a Platform Fee for access to and use of the OHM Platform and the Services. OHM may also charge Additional Service Fees for any separate consulting, advisory, audit, analytics, setup, support, or other additional services provided to the Client. The applicable fees and the method of their calculation shall be set out in the relevant Commercial Terms.
The Platform Fee may be calculated by reference to one or more commercial metrics determined by OHM in the applicable Commercial Terms, including by reference to advertising spend, funded volume, invoiced activity, usage levels, or another usage-based metric.
All the amounts payable by the Client under these Terms, including any Campaign Funding amounts, collectively constitute a consideration for the Services provided via OHM Platform or otherwise as well as for the costs and expenses incurred by OHM in connection with the Services.
6.2. Payments. Client shall make all payments due under these Terms and the applicable Commercial Terms in the manner specified by OHM.
6.2.1. Unless explicitly stated in applicable Commercial Terms, the amounts payable to OHM shall be paid as Prepayment. OHM may specify different payment schedule and available payment methods, and may change such methods or requirements from time to time.
6.2.2 All amounts paid by the Client in connection with the Services are final and non-refundable. OHM may, at its sole discretion, decide to return a particular amount in exceptional circumstances, but the Client has no general right to any refund or withdrawal.
6.2.3 Client is responsible for all applicable taxes associated with provided Services, other than taxes based on OHM’s income. Client shall indemnify OHM against all losses suffered or incurred by OHM arising out of or in connection with any payment made to OHM.
6.2.4. OHM may pass through, charge separately, deduct, net, or set off any charges, dispute costs, chargeback costs, penalties, losses, or other third-party costs arising in connection with the Services, unless expressly agreed otherwise in writing.
6.2.5. A minimum Campaign Funding threshold required for access to the Services is USD 5000,00. The said threshold can be reassessed or changed by OHM at its own discretion at any time. By using the Services the Client agrees that setting limitations Campaign Funding and ad campaigns spending with relevant Advertising Platforms shall be entirely responsibility of the Client. As the Client is the only actor controlling the ad campaign spendings, OHM shall bear no responsibility for any excess.
6.3. Processing Partners. Certain payment, billing, Campaign Funding, and related financial processes connected with the Services may depend on third-party Processing Partners.
6.3.1. Such Processing Partners act independently and under their own rules and compliance procedures. OHM does not control their decisions and does not guarantee that any payment, transaction, settlement, payment method, or payment route will be accepted, processed, or remain available.
6.3.2. Processing Partners may, under their own rules or procedures, reject, delay, review, hold, reverse, restrict, suspend, or terminate any payment, settlement, or related process. The Client shall promptly provide any information or documents reasonably requested by OHM or by a Processing Partner through OHM in connection with payment processing, review, compliance, dispute handling, fraud checks, settlement, or ongoing monitoring.
6.3.3. OHM shall not be responsible for any hold, delay, reserve, failed settlement, rejected payment, payment method restriction, or other measure imposed by a Processing Partner or otherwise arising within the payment chain. Where OHM considers this appropriate, it may apply corresponding restrictions or protective measures in relation to the Client.
6.3.4. It is explicitly expressed that any fees and commissions applied by Processing Partners to any transaction of a Client under these Terms shall be payable by the Client.
6.3.5. By accepting these Terms, the Client agrees that relevant information provided to OHM in connection with payments (such as the Client’s payment method details whatsoever) under these Terms can be shared by OHM with the Processing Partners, Verification Partners, OHM Group companies and any credit agencies for the purposes of facilitating the payment and/or providing the Services.
6.3.6. The Client shall not use the Services or the OHM Platform in any way intended to circumvent or undermine any payment restriction, review, reserve, compliance requirement, or risk control imposed by OHM or any Processing Partner.
6.4. No balance or wallet. Client acknowledges that the Services and the OHM Platform do not include any wallet, payment account, stored value facility, or other mechanism allowing the Client to hold funds with OHM for later withdrawal. The Client has no right to withdraw, redeem, cash out, transfer out, or require the return of any Prepayment, Campaign Funding amount, or other amount paid in connection with the Services, except where OHM expressly agrees otherwise in writing or where such return is required by mandatory Applicable Law.
7. Advertising Platforms and Third-Party Platform Rules
7.1. The Client acknowledges and agrees that its use of the Services is inherently connected with the use of Advertising Platforms and other third-party services. The Client shall at all times comply with all Third-Party Platform Rules applicable to its use of any Advertising Platform, Processing Partner, Verification Provider, or other third-party service used in connection with the Services.
7.2. The Client is solely responsible for ensuring that its activities, campaigns, materials, websites, domains, products, services, payment methods, and use of the Services comply with all applicable Third-Party Platform Rules. OHM does not monitor or verify such compliance on the Client’s behalf and shall not be responsible for any breach by the Client of any such rules.
7.3. OHM does not represent, warrant, or guarantee that the Client’s use of the Services will be accepted by any Advertising Platform or other third party, or that any account, campaign, domain, app, website, creative, payment method, or related asset will remain approved, active, or unrestricted.
7.4. Any decision of an Advertising Platform or other third party, including any rejection, suspension, restriction, limitation, review, takedown, or closure of an account, campaign, or related functionality, shall be outside OHM’s control. OHM shall not be liable for the consequences of any such decision, including any resulting interruption of the Services.
7.5. OHM may establish additional requirements, limitations, or technical rules for the use of the Services where this is necessary or appropriate in light of Third-Party Platform Rules, operational requirements, or risk considerations. The Client shall comply with such requirements as part of these Terms.
7.6. The Client shall be fully liable to OHM for any breach of Third-Party Platform Rules by the Client, its Authorised Users, or any person acting on its behalf in connection with the Services or the OHM Platform. Where any such breach results in, or may reasonably result in, any restriction, suspension, loss, damage, claim, penalty, charge, investigation, or other adverse consequence for OHM, the OHM Platform, or any OHM Group entity, the Client shall indemnify and hold OHM harmless against all resulting losses, liabilities, costs, and expenses.
For the avoidance of doubt, the Client acknowledges that the integration arrangements between OHM and the Advertising Platforms constitute a material part of the Services. Any adverse effect on such arrangements, including any limitation, restriction, suspension, or blocking of OHM’s master marketing accounts connected with the Client’s accounts, arising from the Client’s misuse of the OHM Platform or of its accounts with the Advertising Platforms, shall constitute serious and direct damage to OHM. Accordingly, in the event of any such misuse, the Client shall pay OHM a contractual penalty in the amount of EUR 5,000 (five thousand euro) per each case.
8. Intellectual Property
8.1. All intellectual property rights in and to the OHM Platform and any materials, reports, layouts, interfaces, documentation, data compilations, methods, processes, trade names, logos, and other elements provided or made available by OHM in connection with the Services shall remain vested in OHM or its licensors.
8.2. Subject to these Terms, OHM grants the Client a limited, non-exclusive, non-transferable, and revocable right to access and use the OHM Platform and the Services solely for the Client’s internal business purposes and only for the duration of these Terms.
8.3. The Client shall not, except as expressly permitted by these Terms, copy, reproduce, modify, adapt, distribute, license, sell, commercially exploit, reverse engineer, or otherwise use any part of the OHM Platform, the Services, or any intellectual property belonging to OHM.
8.4. All intellectual property rights in and to the Client’s campaigns, creatives, materials, content, websites, domains, apps, business identifiers, and other materials provided by or on behalf of the Client in connection with the Services shall remain vested in the Client or its licensors. Therefore, the Client or their licensors shall bear full responsibility for the said materials and shall indemnify OHM for all and any damages, losses, costs, and expenses arising from the fact of use by the Client of such materials in the Advertising Platforms.
8.5. The Client grants OHM, for the duration of these Terms, a non-exclusive, worldwide, royalty-free licence to use, host, store, reproduce, transmit, display, and otherwise process the Client’s materials solely to the extent necessary for the provision of the Services, operation of the OHM Platform, compliance checks, support, dispute handling, and enforcement of these Terms.
8.6. The Client represents and warrants that it has all necessary rights, licences, and permissions to provide such materials to OHM and to grant the licence set out in this Section.
8.7. Nothing in these Terms transfers ownership of any intellectual property rights from one party to the other. No licence or right is granted except as expressly set out in these Terms.
8.8. Any feedback, suggestions, or recommendations provided by the Client in relation to the OHM Platform or the Services may be used by OHM without restriction and without any obligation to the Client.
9. Client Responsibilities and Prohibited Conduct
9.1. The Client shall use the Services and the OHM Platform only in accordance with these Terms, the applicable Commercial Terms, OHM Policies, Third-Party Platform Rules, and Applicable Law.
9.2. The Client is solely responsible for all activities carried out through its account, through its use of the OHM Platform, and in connection with its use of Advertising Platforms. The Client shall ensure that all information, materials, settings, instructions, and content provided by it are lawful, accurate, and suitable for the intended use.
9.3. The Client shall not use the Services or the OHM Platform for any Prohibited Activity. In particular, the Client shall not:
(a) use the Services in breach of Applicable Law, Third-Party Platform Rules, or OHM Policies;
(b) provide false, incomplete, misleading, or outdated information to OHM;
(c) use the Services in connection with unlawful, deceptive, fraudulent, or abusive activities;
(d) interfere with, misuse, damage, or attempt to gain unauthorised access to the OHM Platform or any related system;
(e) use the Services in a way that may create harm, liability, or reputational damage for OHM, the OHM Platform, any Advertising Platform, or any third party;
(f) circumvent or attempt to circumvent any restriction, limitation, review, or compliance requirement imposed by OHM or by any third party used in connection with the Services;
(g) advertise or otherwise promote through the Advertising Platforms any counterfeit goods, dangerous products or services, weapons, political content, trafficking, violence, drugs, adware/malware/viruses, and any other content or products explicitly forbidden for promotion by Third-Party Platform Rules.
9.4. The Client shall promptly notify OHM of any unauthorised use of its account, any suspected breach of security, any investigation, claim, or enforcement action relating to its use of the Services, and any event that may materially affect its compliance with these Terms.
9.5. The Client shall cooperate with OHM in good faith in connection with any review, investigation, complaint, dispute, or compliance matter relating to the Client’s use of the Services.
10. Restricted Businesses and Restricted Jurisdictions
10.1. OHM may determine, at its sole discretion, that certain businesses, activities, products, services, sectors, or jurisdictions are restricted or prohibited for the purposes of the Services. Such determination may be based on Applicable Law, Third-Party Platform Rules, OHM Policies, internal risk criteria, or any legal, regulatory, reputational, operational, or commercial consideration relevant to OHM.
10.2. The Client shall not use the Services or the OHM Platform in connection with any Restricted Business or Restricted Jurisdiction.
10.3. OHM may at any time update, expand, reduce, or otherwise modify the scope of Restricted Businesses and Restricted Jurisdictions. Any such change may apply immediately to new Clients, new activities, and, where necessary, to existing Clients and existing use of the Services.
10.4. Where the Client is connected, directly or indirectly, with a Restricted Business or Restricted Jurisdiction, or where OHM reasonably believes that such connection exists, OHM may refuse onboarding, restrict access to the OHM Platform, suspend the Services, impose additional requirements, or terminate the agreement with the Client.
10.5. The Client shall promptly inform OHM if it becomes connected with any Restricted Business or Restricted Jurisdiction, or if its business activities, target markets, ownership structure, or use of the Services change in a way that may affect its risk classification under this Section.
11. Suspension, Restriction and Termination
11.1. OHM may at any time, with immediate effect and without prior notice or explanation, suspend, restrict, terminate, or otherwise limit the Client’s access to the OHM Platform or any part of the Services, where OHM considers this necessary or appropriate.
11.2. Without limitation, OHM may exercise its rights under this Section where:
(a) the Client breaches these Terms, the Commercial Terms, OHM Policies, or any Third-Party Platform Rules;
(b) the Client fails onboarding, verification, or reverification, or fails to provide information or documents requested by OHM;
(c) the Client belongs to, or becomes connected with, a Restricted Business or Restricted Jurisdiction;
(d) any Advertising Platform, Processing Partner, or Verification Provider applies or requests any restriction, suspension, review, hold, or other adverse measure in relation to the Client;
(e) Client involves in any Prohibited Activity;
(f) the Client fails to make any payment when due; or
(g) OHM decides to discontinue, modify, or limit the relevant Services or the relevant service model.
11.3. As part of any suspension, restriction, or protective action, OHM may block access to the OHM Platform, deactivate the Client’s account, pause or cancel any pending request or process, delay or withhold any Service action, apply limits or conditions, or take any other measure that OHM reasonably considers appropriate in the circumstances.
11.4. The Client may terminate the agreement with OHM by discontinuing the use of the Services and the OHM Platform, provided that such termination shall not affect any accrued rights of OHM, any payment obligations of the Client, or any provision of these Terms intended to survive termination.
11.5. Suspension, restriction, termination, or any other measure taken by OHM under this Section shall not limit any other rights or remedies available to OHM under these Terms or Applicable Law.
12. Representations and Warranties
12.1. The Client represents and warrants to OHM, on a continuing basis, that:
(a) it is duly organised, validly existing, and authorised to conduct its business and to enter into these Terms;
(b) the person accepting these Terms or otherwise acting on behalf of the Client is duly authorised to do so;
(c) all information and documents provided by or on behalf of the Client to OHM are true, accurate, complete, current, and not misleading;
(d) the Client’s use of the Services and the OHM Platform complies, and will continue to comply, with Applicable Law, these Terms, the Commercial Terms, OHM Policies, and all applicable Third-Party Platform Rules;
(e) the Client has obtained, and will maintain, all licences, permissions, consents, and approvals necessary for its business and its use of the Services as well as for launching ad campaigns and distributing advertisements with respect to particular products or goods where it is required by Applicable Law and, in particular by law of a target jurisdiction;
(f) the Client will not use the Services or the OHM Platform for any Prohibited Activity or in connection with any Restricted Business or Restricted Jurisdiction, except where expressly approved by OHM in writing;
(g) the Client’s advertising activity, campaigns, materials, websites, domains, apps, products, and services are lawful and do not infringe the rights of any third party;
(h) the Client’s source of funds and source of business are lawful;
(i) the Client is not acting in a way that may expose OHM to legal, regulatory, reputational, operational, or commercial risk; and
(j) the Client shall promptly notify OHM of any fact or circumstance that makes any of the above representations inaccurate or incomplete.
12.2. The Client acknowledges that OHM enters into and performs these Terms in reliance on the representations and warranties set out in this Section.
12.3. Any breach of this Section shall constitute a material breach of these Terms.
13. Indemnities
13.1. The Client shall indemnify and hold harmless OHM, the OHM Group entities, their directors, officers, employees, contractors, and service providers from and against any losses, liabilities, damages, costs, expenses, claims, demands, actions, penalties, and charges arising out of or in connection with:
(a) the Client’s use of the Services or the OHM Platform;
(b) any breach by the Client of these Terms, the Commercial Terms, OHM Policies, Applicable Law, or any Third-Party Platform Rules;
(c) any advertising campaign, content, material, website, domain, app, product, service, or business activity of the Client;
(d) any false, inaccurate, incomplete, or misleading information or document provided by or on behalf of the Client;
(e) any payment dispute, chargeback, claim, complaint, investigation, or enforcement action connected with the Client; or
(f) any infringement by the Client of the rights of any third party.
13.2. The indemnity under this Section applies whether the relevant claim or loss is brought by a regulator, an Advertising Platform, a Processing Partner, a Verification Provider, another third-party service provider, or any other third party.
13.3. OHM may, at the Client’s cost, take such steps as it reasonably considers necessary to defend, settle, or mitigate any matter covered by this Section.
14. Disclaimers
14.1. The Services and the OHM Platform are provided on an “as is” and “as available” basis.
14.2. To the maximum extent permitted by Applicable Law, OHM makes no representation, warranty, or guarantee, whether express or implied, regarding the Services, the OHM Platform, or any part of them, including any warranty of availability, continuity, accuracy, fitness for a particular purpose, merchantability, non-infringement, or compatibility with any particular Advertising Platform, payment route, jurisdiction, or business model.
14.3. OHM does not guarantee that the Services or the OHM Platform will be uninterrupted, error-free, continuously available, secure, or free from delay, malfunction, suspension, or third-party interference.
14.4. OHM does not guarantee any particular commercial, operational, advertising, or technical result from the use of the Services or the OHM Platform, including any campaign outcome, approval, account status, profitability, traffic level, or continued access to any Advertising Platform.
14.5. Any information, reports, balances, indicators, summaries, or other data made available through the OHM Platform are provided for informational purposes only and may be delayed, incomplete, approximate, or subject to change.
15. Limitation of Liability
15.1. To the maximum extent permitted by Applicable Law, OHM shall not be liable to the Client for any indirect, incidental, special, punitive, or consequential loss, or for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of data, or business interruption, arising out of or in connection with these Terms, the Services, or the OHM Platform.
15.2. OHM shall not be liable for any act, omission, decision, restriction, suspension, delay, failure, or other measure of any Advertising Platform, Processing Partner, Verification Provider, or other third-party service provider.
15.3. To the maximum extent permitted by Applicable Law, OHM’s total aggregate liability to the Client arising out of or in connection with these Terms, the Services, or the OHM Platform shall not exceed the total amount of Platform Fees actually paid by the Client to OHM during the three (3) months immediately preceding the event giving rise to the relevant claim.
15.4. Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is prohibited by mandatory Applicable Law.
16. Confidentiality
16.1. Each party shall keep confidential and shall not disclose to any third party any non-public commercial, technical, operational, financial, or other confidential information received from the other party in connection with these Terms, except as permitted by this Section.
16.2. The confidentiality obligations under this Section shall not apply to information that:
(a) is or becomes publicly available other than through a breach of these Terms;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully obtained from a third party without breach of any confidentiality obligation; or
(d) is independently developed without use of the other party’s confidential information.
16.3. OHM may disclose the Client’s confidential information to OHM Group entities, Processing Partners, Verification Providers, professional advisers, subcontractors, and other service providers where such disclosure is reasonably necessary for the provision of the Services, compliance, risk management, payment processing, dispute handling, or enforcement of these Terms.
16.4. A party may also disclose confidential information where required by Applicable Law, a court, a regulator, or another competent authority.
17. Data Protection
17.1. The Client acknowledges that OHM may process personal data in connection with the provision of the Services, operation of the OHM Platform, onboarding, verification, payment processing, compliance, fraud prevention, account administration, and enforcement of these Terms.
17.2. Such processing shall be carried out in accordance with OHM Platform Privacy Policy, as updated from time to time.
17.3. The Client shall ensure that it has all necessary rights, notices, and legal grounds to provide any personal data to OHM in connection with the Services and that such provision and use do not violate Applicable Law. Where applicable such sharing of personal data to OHM shall be subject to a Data Processing Agreement.
17.4. Where required, the parties shall enter into any additional data protection documentation reasonably necessary to reflect their respective roles and obligations under Applicable Law.
18. Amendments to the Terms
18.1. OHM may at any time amend, update, replace, supplement, or discontinue any part of the Services, the OHM Platform, the Commercial Terms, the OHM Policies, or the providers used in connection with the Services.
18.2. OHM may also amend these Terms from time to time. Any such amendment may be notified through the OHM Platform, by email, through account communications, or by any other reasonable means. The amendment shall be effective as of the date set in the “Last updated on” field at the top of these Terms.
18.3. Unless otherwise stated by OHM, any amended Terms shall become effective upon publication or notification. Continued use of the Services or the OHM Platform after such effective date shall constitute acceptance of the amended Terms.
18.4. If the Client does not agree to an amendment, the Client must stop using the Services and the OHM Platform.
19. Governing Law
19.1. This contract and any non-contractual obligations arising out of or in connection with this contract shall be governed by the laws of England and Wales.
19.2. Unless otherwise specified by the relevant OHM Contracting Entity, any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts at the place of registration of the relevant OHM Contracting Entity.
19.3. Before bringing formal proceedings, the parties shall use reasonable efforts to resolve the dispute through good-faith negotiations.
20. Miscellaneous
20.1. These Terms, together with the Commercial Terms and any OHM Policies incorporated by reference, constitute the entire agreement between the Client and OHM in relation to the Services and supersede any prior discussions, understandings, or agreements on the same subject matter.
20.2. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
20.3. A failure or delay by OHM in exercising any right under these Terms shall not constitute a waiver of that right.
20.4. The Client may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under these Terms without OHM’s prior written consent. OHM may assign, transfer, or delegate its rights or obligations under these Terms to any OHM Group entity or other successor or affiliate.
20.5. Unless expressly stated otherwise, these Terms do not create rights in favour of any third party, except that any OHM Group entity involved in the Services may rely on and enforce any provision of these Terms intended for its benefit.
20.6. Sections which by their nature are intended to survive termination shall survive termination or expiry of these Terms.
20.7. The relationship between the Parties will be that of independent contractors and nothing in these Terms is intended to nor will establish any relationship of partnership, joint venture, employment, franchise or other form of legal association between the Parties.
20.8. The relevant OHM Contracting Entity and its contact details shall be identified in the applicable Commercial Terms, invoice, proposal, onboarding approval, account communication, or other written or electronic communication issued or approved by OHM.
20.9. OHM may also make available, through the OHM Platform or otherwise, additional entity notices, registration details, contact details, or other information relating to the relevant OHM Contracting Entity or other OHM Group entities involved in the Services.
20.10. Any notice to OHM under these Terms shall be sent to the contact details of the relevant OHM Contracting Entity as communicated to the Client by OHM from time to time.
20.11. Any notice from OHM to the Client may be given through the OHM Platform, by email, through the Client’s account, or by any other contact details provided by the Client to OHM.
