Host Agreement

(1) Sabiedrība ar ierobežotu atbildību “Lasso.lv”, registration number 40103439557, legal address Buldurpungas iela 4, Rīga, LV-1024, Latvia, e-mail for notices [email protected], represented by [Blank], board member, acting on the basis of the Articles of Association (the “Operator”); and

(2) the Host — the person identified in the Platform account through which this Agreement is accepted, by the name, registration number or personal identity number, address, e-mail address and representative recorded in that account at the time of acceptance (the “Host”),

each a “Party” and together the “Parties”.

Recitals

A. The Operator operates the online marketplace advertise.lv (the “Platform”), through which owners and managers of advertising space list that space and advertisers find and book it.

B. The Host owns or controls advertising space and wishes to make it available for booking through the Platform.

C. The Parties wish to record the terms on which the Host lists Ad Space, on which Bookings are made and performed, and on which the Operator is remunerated.

1. Definitions

1.1 Terms defined in the Platform Terms of Service have the same meaning here. In addition:

“Ad Space” means the advertising inventory the Host makes available through the Platform, as described in the Inventory Schedule — including Screens, displays, billboards, banners and printed surfaces — together with any substitute or additional inventory at the same Venue.

“Advertiser” means a User who books Ad Space through the Platform.

“Booking” means a contract for the use of Ad Space concluded between the Host and an Advertiser through the Platform.

“Booking Value” means the total consideration, excluding VAT, payable by the Advertiser under a Booking.

“Content Policy” means the Advertising Content Policy published on the Platform, as amended from time to time.

“Flight” means the period during which Creative is displayed under a Booking.

“House Inventory” means the share of the Loop reserved to the Host under clause 6.

“Inventory Schedule” means the schedule describing the Host’s Ad Space, in the form annexed to this Agreement and as reissued from time to time under clause 3.4.

“Loop” means the full rotation of content on a Screen before it repeats.

“Net Revenue” means the Booking Value actually collected in respect of the relevant Screen, less VAT, less any agency commission, less any production and design charges, and less any third-party payment-processing fee.

“Platform Fee” means the Operator’s commission under clause 8, currently 15 % of the Booking Value.

“Play” means one complete display of an item of Creative on a Screen.

“Screen” means a digital display forming part of the Ad Space.

“Share of Voice” or “SOV” means the proportion of the Loop allocated to an Advertiser, expressed as a percentage.

“Venue” means the premises at which Ad Space is located.

1.2 “Including” means “including without limitation”. Headings are for convenience only. “Written” and “in writing” include e-mail and messages sent through the Platform.

2. The Host’s status and warranties

2.1 The Host warrants, on the date of this Agreement and on each date it lists Ad Space or accepts a Booking, that:

• it owns the Ad Space, or holds all rights necessary to make it available for third-party advertising, including the consent of the owner or occupier of the Venue and, where the Venue is leased, of the landlord;
• it holds every permit, licence, approval and consent required by law for the Ad Space and its use for advertising, including any municipal advertising permit required under Cabinet Regulation No. 732 of 30 October 2012 and the binding regulations of the relevant municipality, and it will maintain them for the term;
• the Ad Space complies with applicable construction, electrical, fire-safety and public-safety requirements;
• the information in the Inventory Schedule and in each listing is accurate and not misleading, in particular as to location, dimensions, resolution, operating hours, Loop length and audience;
• it is not subject to any exclusivity, non-compete or other obligation that would prevent it from performing this Agreement; and
• all information given to the Operator, including the identification data in clause 2.3, is true and complete.

2.2 Permits are the Host’s responsibility, not the Operator’s. The Operator does not verify permits and gives no assurance about them. If a permit is refused, revoked, suspended or expires, the Host will tell the Operator in writing within 2 working days and will suspend the affected listing.

2.3 Identification. The Host will give the Operator, and will keep current: if a legal person, its name (firma), registration number and legal address; if a natural person, given name, surname and personal identity number. The Host will also tell the Operator whether it is acting as a registered trader or as a private individual, and the Operator will state this on the listing.

2.4 The Host will tell the Operator without delay if it becomes insolvent, enters legal protection proceedings, or ceases to trade.

3. Listing Ad Space

3.1 The Host lists Ad Space through the Platform, providing the information the Platform requires, including the technical specification, operating hours, Loop length, available Spot lengths, SOV bands, price and photographs.

3.2 The Host will keep availability and pricing current, and will not accept a Booking for Ad Space that is already committed elsewhere.

3.3 The Host grants the Operator a non-exclusive, worldwide, royalty-free licence, for the term and for a reasonable period afterwards for archival and evidential purposes, to host, reproduce, adapt for format, display and sub-licence the listing content — including photographs, descriptions and the Host’s name and logo — for the purpose of operating and promoting the Platform. The Host warrants it holds the rights necessary to grant that licence, and that any identifiable person shown has consented.

3.4 Inventory Schedule. The Ad Space is described in the Inventory Schedule. The Operator issues the Inventory Schedule and reissues it with a new version number whenever Ad Space is added, removed or changed. A reissued Inventory Schedule takes effect when the Host confirms it in writing or through the Platform, and does not affect Bookings already confirmed against an earlier version.

4. How a Booking is made and who is bound by it

4.1 A listing is an invitation to treat, not an offer. An Advertiser submits a booking request; a Booking is concluded when the Host accepts it through the Platform and the Platform issues a Booking confirmation and Order Form.

4.2 The Booking is between the Host and the Advertiser. The Operator is not a party to it. The Host is responsible to the Advertiser for delivering the Booking, and the Advertiser is responsible to the Host for paying for it. This clause does not apply where Part D2 of the Inventory Schedule is in force at the Venue: there the Operator owns the Screens, is the Host for the purposes of the Platform Terms, contracts with the Advertiser as principal and invoices the Advertiser, and the Host’s rights and obligations are only those in Parts B to F of the Inventory Schedule and clauses 5 to 7 and 10 of this Agreement.

4.3 The Host will respond to a booking request within 2 working days. Repeated failure to respond is a ground for restriction under the Platform Terms of Service.

4.4 The Host will not accept a Booking on terms that conflict with this Agreement, the Content Policy or the Service Availability and Make-Good Policy.

5. Delivering a Booking

5.1 The Host will display the Creative on the booked Screens, for the booked Flight, at the booked Spot length and SOV, during the operating hours stated in the Inventory Schedule.

5.2 The Host will keep the Screens powered, connected, clean, legible and in working order during operating hours, and will report a fault to the Operator without delay and in any event within 24 hours of becoming aware of it.

5.2A Where the Host owns the Screens (Part D1 of the Inventory Schedule), the Host will operate the booked Screens through the Operator’s content management system, or will supply play logs in the Operator’s format within 2 working days of a request. The play log is the sole contractual evidence of delivery under the Service Availability and Make-Good Policy, so a Booking cannot be evidenced without it.

5.3 The Host will provide, at its own cost, mains electricity and a working internet connection at each Screen. The Operator may install a cellular connectivity fallback at its own cost.

5.4 The Host will not alter, reorder, interrupt, overlay or remove booked Creative, or change the Loop composition in a way that reduces a booked SOV, without the Operator’s prior written consent.

5.5 Separation of advertising. Where a Screen shows both advertising and other information (such as scores, schedules or Venue notices), the Host will keep the advertising visually distinguishable from the other information, as required by Section 12(3) of the Advertising Law.

5.6 The Host will permit the Operator, on reasonable notice and during opening hours, to attend the Venue to install, service, inspect or remove equipment and to verify delivery; and on shorter notice in an emergency.

5.7 The Service Availability and Make-Good Policy applies to every Booking and forms part of this Agreement. The Host will co-operate in the investigation of a Shortfall and in providing any Make-Good.

6. Content control and House Inventory

6.1 The Host’s veto. The Host may refuse Creative that:

• promotes a business named in Part B of the Inventory Schedule as a competitor of the Venue; or
• falls into a category the Host has excluded in Part B of the Inventory Schedule; or
• is unlawful, or breaches the Content Policy.

6.2 The Host must exercise the veto within 2 working days of the Creative being made available to it. If it does not, the Creative is deemed approved. The Host may not exercise the veto capriciously, or to move a booking off-Platform, or after a Flight has begun except where clause 6.1(c) applies.

6.3 The Operator applies the Content Policy to all Creative before it reaches the Host. The Host’s veto is additional to, not a substitute for, that review.

6.4 House Inventory. The Host may use 10 % of the Loop on its own Screens to promote its own goods, services and events, free of charge, subject to the Content Policy and to the same technical specification as any other Creative. House Inventory may not be sold, bartered or made available to a third party.

7. Exclusivity

7.1 During the term, the Host will not permit any third party other than the Operator to install or operate digital advertising screens at the Venue, and will not itself sell advertising space on the Screens directly to advertisers.

7.2 Clause 7.1 does not apply to: the Host’s own operational displays (scoreboards, booking screens, wayfinding, menu boards) used for its own operational purposes; static advertising the Host already had in place at the date of this Agreement and which is listed in Part C of the Inventory Schedule; or sponsorship of the Host’s own teams, events or facilities that does not involve the Screens.

7.3 Grounds for the exclusivity. The Operator installs, insures, maintains, connects and manages the Screens at its own cost, and recovers that investment only from advertising revenue over time. Exclusivity for a limited period is what makes that investment recoverable. The Operator states these grounds here and publishes them on the Platform.

7.4 Exclusivity applies for the initial term and any renewal, and ends when this Agreement ends. It does not survive termination.

8. Platform Fee, revenue share and payment

8.1 Platform Fee. Subject to clause 8.3, the Host pays the Operator the Platform Fee of 15 % of the Booking Value, excluding VAT, on every Booking concluded through the Platform, whether or not the Advertiser pays the Host. This clause applies where Part D1 of the Inventory Schedule is in force.

8.2 The Operator invoices the Host monthly in arrears for Platform Fees on Bookings whose Flight ended in that month. Invoices are payable within 14 days. Statutory late-payment interest and recovery compensation apply from the due date.

8.3 Revenue share — applies where Part D2 of the Inventory Schedule is in force (the Operator owns or operates the Screens at the Host’s Venue). Where the Operator, not the Host, owns and operates the Screens, the commercial relationship is reversed: the Operator sells the Ad Space and pays the Host 30 % of Net Revenue actually collected in respect of that Venue, quarterly in arrears within 30 days of the end of each calendar quarter, against a valid invoice or self-billing statement. No Platform Fee is charged in that case. The Inventory Schedule states which model applies to each Screen.

8.4 Set-off. The Operator may set off any amount due to it under this Agreement or the Anti-Circumvention Agreement against any amount it owes the Host.

8.5 The Host is responsible for invoicing the Advertiser, for collecting payment, for its own VAT position and for its own taxes. The Operator does not collect Booking payments on the Host’s behalf and does not guarantee that an Advertiser will pay.

8.6 The Host will tell the Operator the Booking Value actually invoiced where it differs from the value recorded on the Platform, and will provide supporting documents on request.

9. Equipment

9.1 [Where the Operator supplies the Screens: the Screens, media players, mounts and cabling remain the property of the Operator at all times. Title does not pass to the Host, whatever the duration of the Agreement or the amount paid under it. The Host will not move, modify, repair, encumber or permit any lien over the equipment, will keep it insured against damage and theft under its premises insurance, and will notify its insurer of the installation.

9.2 The Host will make good any damage to the equipment caused by it, its staff, its contractors or its customers, other than fair wear and tear.

9.3 On termination the Operator will remove its equipment within 30 days. The Host will give access. The Host is responsible for making good fixing holes and redecoration.

9.4 Where the Host supplies the Screens: the Host owns and maintains the equipment, bears the cost of repair and replacement, and is responsible for ensuring the equipment meets the technical specification in the Inventory Schedule.

10. Data

10.1 Each Party is an independent controller of the personal data it processes under this Agreement. Neither processes personal data on behalf of the other.

10.2 The Host will give the Operator, on request and no more often than monthly, aggregated and non-personal attendance data for the Venue — such as total bookings, court occupancy or visitor counts — for the purpose of estimating audience. The Host will not provide personal data, and the Operator will not request it.

10.3 Audience figures derived from that data are estimates. They are not a contractual deliverable and are not a basis for any claim by an Advertiser.

11. Anti-circumvention

11.1 The Anti-Circumvention Agreement applies to the Host and forms part of this Agreement. In summary, and without limiting it: the Host must not deal directly with an Advertiser introduced through the Platform, outside the Platform, during the Restricted Period; if it does, the Platform Fee remains payable as if the transaction had been a Booking, and a contractual penalty (līgumsods) is payable in addition.

11.2 Where this Agreement and the Anti-Circumvention Agreement conflict on circumvention, the Anti-Circumvention Agreement prevails.

12. Term and termination

12.1 This Agreement begins on the date it is signed or accepted electronically and continues for an initial term of 24 months, then renews automatically for successive periods of 12 months.

12.2 Either Party may prevent renewal by giving 3 months’ written notice before the end of the then-current term.

12.3 Either Party may terminate immediately on written notice if the other:

• commits a material breach that is not remedied within 15 days of written notice, or that cannot be remedied;
• becomes insolvent, enters legal protection or insolvency proceedings, or ceases to trade; or
• loses a permit, consent or right necessary for the Ad Space (Operator only, in respect of the affected Ad Space).

12.4 The Operator may also restrict, suspend or terminate the Host’s access to the Platform in accordance with clause 6 of the Platform Terms of Service, with the statement of reasons and notice periods set out there.

12.5 Bookings already confirmed survive termination and must be performed, unless the Advertiser agrees otherwise. The Platform Fee remains payable on them.

12.6 Clauses 2.1(f), 8, 9.1 to 9.3, 10, 11, 13, 14 and 15 survive termination, as do any other provisions which by their nature are intended to survive.

13. Liability

13.1 Nothing excludes or limits liability that cannot lawfully be excluded, including for intentional harm, gross negligence, or death or personal injury caused by negligence.

13.2 Subject to clause 13.1, the Operator is not liable to the Host for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill, and its total liability in any 12-month period is limited to the greater of EUR 1,000 and the Platform Fees it actually received from the Host in that period.

13.3 The Host indemnifies the Operator against claims, losses and reasonable costs arising from: a breach of the warranties in clause 2; the absence of any required permit; the condition or safety of the Ad Space or the Venue; or the Host’s failure to perform a Booking.

14. Confidentiality

14.1 Each Party will keep confidential the other’s commercial information disclosed under this Agreement — including pricing, Advertiser identities, delivery data and Platform data — and will use it only for the purposes of this Agreement. This does not apply to information that is public through no breach, was already lawfully known, or must be disclosed by law or to a competent authority.

14.2 This clause continues for 3 years after termination.

15. General

15.1 Governing law. The law of the Republic of Latvia.

15.2 Disputes. Negotiation within 30 days of a written request; failing which, the courts of the Republic of Latvia, with jurisdiction determined by the Operator’s legal address.

15.3 Notices. By e-mail to the addresses stated above, or by registered post to the legal address. E-mail notices are deemed received on the following business day; posted notices on the 7th day after posting. Each Party will notify the other of a change of contact details.

15.4 Transfer to a successor operator. The Operator may transfer this Agreement, in whole or in part, to any company that takes over the operation of the Platform, on written notice. The Host consents to that transfer in advance by entering into this Agreement. The Host may not assign or transfer this Agreement without the Operator’s prior written consent, and will procure that any purchaser of the Venue or of the Host’s business assumes this Agreement.

15.5 Amendments. In writing, including electronic acceptance of a new version through the Platform, with at least 15 days’ notice of changes that are not in the Host’s favour, and longer where the Host needs that time to make technical or commercial adaptations.

15.6 Severability; no waiver; entire agreement. As set out in clauses 17.2 to 17.4 of the Platform Terms of Service.

15.7 Electronic acceptance and signatures. This Agreement may be concluded by signature of both Parties, including by qualified electronic signature (eParaksts or equivalent), or by the Host’s acceptance through the Platform by ticking a separate acceptance box after being given the opportunity to read it in full. The Operator’s record of the date, time, version and account identifier is sufficient evidence of conclusion, and the accepted version is made available in a durable form.

15.8 Language. Made in Latvian and English. In case of discrepancy the Latvian text prevails.

Annex 1 — Inventory Schedule (separate document) Annex 2 — Anti-Circumvention Agreement (separate document)