basic trademark license v.1.

LICENSE AGREEMENT
hereinafter referred to as the “Agreement”, concluded on […] in […], by and between:

RTB House FZ-LLC, a company registered under the laws of the Dubai Development Authority with license no. 93763,
represented by:

Tomasz Wnuk – General Manager, authorized to act solely,

hereinafter referred to as "RTB House"

and

[…]a company incorporated in […] with registered number […] hereinafter referred to as “Client”

RTB House and the Client shall be hereinafter jointly referred to as the “Parties”, and individually as the “Party”.

WHEREAS:

− one of the companies of RTB House’s capital group, listed in the Appendix 1 (hereinafter jointly referred to as
“RTB House Group”) provides Internet advertising services to the Client and would like to prepare a promotional
video material as well as an accompanying written material regarding the advertising campaign carried out for
the client (hereinafter collectively referred to as "Case Study") and to use the Client's logotypes and trade names
to market its own services;
− the Client agrees that RTB House Group may use its logotypes and trade names for marketing purposes in the
scope and manner indicated below;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

§1. SUBJECT OF THE AGREEMENT AND PARTIES’ REPRESENTATIONS

1. The subject of the Agreement is granting by the Client of an authorization and–a non-exclusive perpetual
royalty-free worldwide license to use the patents, rights to inventions, copyright and neighboring and
related rights, moral rights, trademarks and service marks, business names and domain names, logos,
goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights
to use, and protect the confidentiality of, confidential information (including know-how and trade secrets)
and all other intellectual property rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world of the Client, including the trademarks, indicated in the Appendix
2 (hereinafter jointly referred to as the “Materials”) to the RTB House Group, in accordance with the
provisions of the Agreement.
2. The Parties represent that a company from the RTB House Group provides Internet advertising and
marketing services to the Client under a separate agreement (“Service Agreement”).
3. The Client represents and warrants that it is the owner of the Materials and it is entitled to grant
authorization and license in the scope indicated in the Agreement and that the Materials are not limited
or encumbered with the rights of third parties which would limit or exclude the right to use the Materials
 by RTB House Group in the scope indicated in the Agreement and in this respect, the Client shall be liable
to RTB House Group for misrepresentation or breach of this warranty and shall compensate RTB House
Group for any and all claims, demands, costs, expenses and direct or indirect/consequential losses arising
as a result of such breach.

4. The Client further represents and warrants that: the Materials supplied to RTB House will: (i) not violate
any intellectual property rights or any other rights of third parties; (ii) not include any content which is
contrary to applicable laws or regulations; (iii) not contain any material which is indecent, vulgar, abusive,
defamatory, obscene or pornographic, promote aggression or hate speech; (iv) not contain any malware,
in particular viruses, “Trojan horses”, “computer worms”, “time bombs” or data erasers; (v) comply at all
times will all applicable laws or regulations, advertising and marketing codes of practice in any of the
jurisdictions where the RTB House services under the Services Agreement are provided; and (vi) it will be
solely liable towards third parties for the contents and quality of the Materials supplied to RTB House.

5. The Client shall at its own expense take all necessary steps to maintain any existing registrations of the
Materials and cause to be registered any pending applications and the Client shall provide, at the request
of the RTB House Group and at the Client’s expense, all necessary assistance in such maintenance and
protection of such registrations.

§2. SCOPE OF AUTHORIZATION

1. The Client shall agree to prepare by RTB House Case Study involving the following employees of the Client:
• [name, surname], [function], Mohammed Al Saadoun - E Commerce
and the use of data on the advertising campaign provided by the RTB House Group’s company to the Client
as part of the Case Study Materials. RTB House undertakes to present to the Client for approval in electronic
form the final version of the Case Study before publication.
2. In consideration for RTB House Group’s obligations under the Service Agreement, the Client hereby
authorizes and grants a worldwide royalty-free, perpetual, non-exclusive license for RTB House Group to
use for the purposes of promoting the services provided by RTB House Group to its customers, as well as
for information or educational purposes, in the scope and manner indicated below:
[please select the respective scope of authorization]

☒ Materials as part of the Case Study;

☒ Materials regardless of the Case Study;

in the following scope:

- on RTB House Group's websites (rtbhouse.com and rtbday.com and any other RTB House Group domain)
as well as in social media accounts of RTB House Group (e.g. Facebook, Twitter and LinkedIn, etc.) by
placing in the tabs indicating RTB House Group's clients and in all other promotional materials
concerning Service Agreement, or, the so-called “success stories” of RTB House Group’s services;
- by placing in sales and marketing materials of RTB House Group, including presentations used for
internal use of RTB House Group as well as those addressed to current and potential clients or publicly
presented during marketing events or conferences.
 - any other means of use of the Materials for the purposes of promoting RTB House’s services to third
parties.

3. The authorization and license referred to in clause 2 shall cover the use of the Materials throughout the
entire World. The authorization and license shall be granted free of charge and for an indefinite period,
however, its scope may be amended in the form of a written statement of the Client delivered to the
address of RTB House specified in the Agreement. The amendment is effective 14 (fourteen) days after the
RTB House receives and countersigns / agrees to such statement.
4. If the case of authorization to use the Materials, irrespective of the Case Study, the Materials may be used
on their own or as components of other advertising materials, in particular those created or commissioned
by RTB House Group, both in printed and electronic form.
5. If the case of authorization to use the Materials, irrespective of the Case Study, the use of the Materials in
the scope described above includes their use in the advertising banners created by RTB House Group as
part of the provision of services under the Services Agreement, which banners were previously used in the
advertising campaign conducted for the Client.
6. The Client agrees that RTB House Group may mention the cooperation and Services Agreement with the
Client in press publications (by indicating only the Client's trade name or the Client's registered trademark
in the form of a word mark or a word and figurative mark).

§3. LICENSE
1. To the extent that the Materials constitute the subject of intellectual property rights, in particular a work
within the meaning of Federal Law No. 37 of 1992 on Trademarks, Federal Law No. 7 of 2002 on Copyrights,
Federal Law No. 17 of 2002 on Industrial Property of Patents, Industrial Drawings, or Ministerial Resolution
Nos. 11 of 1993 and 411 of 2002 or a registered or unregistered trademark, the Client shall grant RTB
House a free, non-exclusive and territorially unlimited license to use the Materials in the manner, scope
and for the time specified in clause§2 of the Agreement..
2. The license referred to above includes the RTB House's right to grant a sub-license to entities from RTB
House Group in the scope specified in clause §2 of the Agreement.
3. To the extent that the Materials are subject to copyright, the license referred to in this paragraph is granted
in the scope specified in clause § 2 of the Agreement and in the following fields of use by RTB House:
(a) recording and multiplying by means of any technique including printing, reprographic technique,
magnetic or digital recording;
(b) presenting the Materials in public, including their exhibiting, displaying, replaying, broadcasting and
re-emitting, as well as making the Materials publicly available in such way that anyone may have
access to them in a chosen time and place;
(c) combining the Materials with other elements and using the content thus created in accordance with
the terms and conditions specified in the Agreement.

§4. CLIENT’S OBLIGATIONS AND LIABILITIES

1. The Client agrees to do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents as RTB
House may reasonably request, in order to secure, register, record or enforce the terms of this license
against third parties.

2. The Client shall immediately notify RTB House in writing giving full particulars if any of the following
matters come to its attention:

a. any actual, suspected or threatened infringement of the Materials;

b. any actual or threatened claim that the Materials are invalid
c. any actual or threatened opposition to the Materials;
any claim made or threatened that use of the Materials infringes the rights of any third party;
d. any person applies for, or is granted, a registered trade mark by reason of which that person may
be, or has been, granted rights which conflict with any of the rights granted to RTB House under
this agreement; or
e. any other form of attack, charge or claim to which the Materials may be subject.

3. In respect of any of the matters listed under clause 4.2:

a. the Client shall have exclusive control over, and conduct of, all claims and proceedings;
b. the Client shall provide RTB House with all assistance that it may reasonably require in the
conduct of any claims or proceedings including any proceedings brought against RTB House in
connection with its use of the Materials; and
c. the Client shall bear the cost of any proceedings and any proceedings brought against RTB House
in connection with its use of the Materials; and shall be entitled to retain all sums recovered in
any action brought against the Client for its own account.

4. The Client shall indemnify the RTB House Group members against all liabilities, costs, expenses, damages
and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other
professional costs and expenses) suffered or incurred by any member of RTB House Group arising out of
or in connection with:
a. any claim, demand, suits, or proceedings of any kind made against a member of the RTB House
Group for actual or alleged infringement of the Client’s or a third party's intellectual property rights
arising out of or in connection with RTB House Group’s use of the Client’s Materials in accordance
with this Agreement or the provision of the services under the Services Agreement; and/or
b. any breach of the Client’s obligations under clauses 1.3,1.4,1.5 and 4.1 of this Agreement

§5 FINAL PROVISIONS
1. The Agreement is concluded for an indefinite period and may be terminated by each Party upon a 30-day
written notice. The period of notice shall be deemed to begin on the day following the date of delivery of
the written notice of termination to the address of the Party specified in the Agreement. The provisions
under clause 4 shall survive termination of this Agreement. Upon termination of the Agreement, RTB
 House Group is obliged to stop using the Materials, which, however, does not mean that it is necessary to
remove the Materials created and marketed during the license validity period. The provision of the
previous sentence shall apply analogously to the change of the scope of the authorization referred to in §2
section 3 of the Agreement.
2. The Parties undertake to inform each other of any circumstances relevant to the implementation of the
Agreement.
3. The Agreement replaces the existing arrangements made by the Parties on the subject covered herein.
4. The law applicable to the Agreement, including its interpretation, and any disputes (including non-
contractual) arising out of or in connection with this Agreement is the law of the United Arab Emirates.
5. Any dispute arising out of or in connection with this contract, including any question regarding its existence,
validity or termination, and any non-contractual disputes and claims shall be referred to and finally resolved
by arbitration under the [DIFC-LCIA Rules], which Rules are deemed to be incorporated by reference into
this clause.
a) The number of arbitrators shall be [one/three].
b) The seat, or legal place, of arbitration shall be [the Dubai International Financial Centre, United
Arab Emirates].

6. In order to perform the Agreement, the Parties may communicate by e-mail, registered mail, personal mail
or courier service to the addresses indicated in the introduction hereof or to the following e-mail addresses:
a) to RTB House: […];
b) to the Client: […]. m.alsaadoun1@alshaya.com
7. The Agreement has been drawn up in two counterparts, one for each Party.

RTB HOUSE: CLIENT:

__________________________ Mohammed Al Saadoun

________________________

__________________________ ________________________

APPENDICES:

1) List of companies related with RTB House;

2) List of Materials.
 APPENDIX 1

LIST OF COMPANIES BELONGING TO RTB HOUSE GROUP

1) RTB House S.A. with its registered office in Warsaw,

2) RTB House Services sp. z o.o. with its registered office in Warsaw,
3) RTB House Poland sp. z o.o. with its registered office in Warsaw,
4) RTB House Japan K.K. with its registered office in Tokyo,
5) RTB House Pte. Ltd. with its registered office in Singapore,
6) RTB House FZ-LLC with its registered office in Dubai,
7) RTB House LLC with its registered office in Moscow,
8) RTB House Reklam Teknolojileri A.S. with its registered office in Istanbul,
9) RTB House S.R.O. with its registered office in Prague,
10) RTB House Ltd. with its registered office in London,
11) RTB House LATAM Ltd. with its registered office in London,
12) RTB House Nordics AB with its registered office in Stockholm,
13) RTB House GmbH with its registered office in Berlin,
14) RTB House France SAS with its registered office in Paris,
15) RTB House Benelux B.V. with its registered office in Amsterdam,
16) RTB House Inc. with its registered office in New York,
17) RTB House Brazil Servicos de Tecnologia Em Internet LTDA. with its registered office in Sao
Paulo,
18) RTB Marketing & Tech Services Ltd. with its registered office in Nicosia,
19) RTB House Italy s.r.l. with its registered office in Rome,
20) RTBH Retargeting SL with its registered office in Madrid,
21) RTB House Korea Ltd. with its registered office in Seoul,
22) RTB House PTE. LTD. Taiwan Branch with its registered office in Taipei,
23) RTB House Data Center B.V. with its registered office in Amsterdam.
 APPENDIX 2

LIST OF MATERIALS

Item Graphic representation of the Office of Registration Date of

Material registration* number* application for
registration*
1.
…

* in the case of the Materials registered in the relevant registers, e.g. as trademarks.