Terms & Conditions

These terms and conditions (these "T&C's") shall govern the purchase of advertising and related services by Ad Network Solutions BV, a company incorporated under Dutch law, having its registered address situated at Keizersgracht 203 4, 1016 DS Amsterdam, the Netherlands and bearing company number 88337367 (hereafter referred to as “Advertiser”) by its affiliated companies from “Publisher Company” as of the date when the Advertiser and the Publisher Company negotiates insertion orders (as defined below) (this “Effective Date”). The Advertiser is an online marketing network that liaises between Affiliates and Advertisers to achieve maximum sales results for all parties through strong relationships and the power of technology.

Advertiser and Publisher Company are each referred to herein as a "Party" and collectively as the "Parties".

The specific type of advertising media, pricing, placement, run, rate, targeting and other campaign-specific terms for each purchase shall be set forth in an insertion order as described below.

The Publisher Company is requested to read these T&Cs carefully. The Publisher Company’s use of advertising and related services means the Publisher Company is consenting to the entirety of the T&Cs. The Publisher Company is asked to archive a copy of this T&C for its records.

The Publisher Company agrees, in the course of any performance of this T&C or otherwise with respect to any dealings between the Publisher Company and Advertiser, to be bound by the Advertiser’s Privacy Notice (as defined below) and any other terms of service which are hereby incorporated by reference.

The T&Cs may be updated by Advertiser, in its sole discretion, from time-to-time, with any such updates effective upon receipt by Publisher Company and the Publisher Company’s continued utilization of this Agreement after modification, constitutes the Publisher Company’s acceptance of the changes.

1. Advertiser’s responsibilities

a. Provision of a Coded URL. Upon acceptance of the terms of this Agreement by the Publisher Company, Advertiser will provide the Publisher Company with a URL coded to specifically identify the Publisher Company and which will allow the Publisher Company to create a link to the Advertiser’s website. The Publisher Company may post this link in any location, as many times as the Publisher Company likes, subject to the terms and conditions herein.

b. Tracking. Advertiser agrees to track the customers referred to on its platform via the link provided to the Publisher Company for that purpose.

2. Publisher Company’s responsibilities

a. Accounts. Publisher Company is prohibited from having more than one account.

b. Minimum Age. The individual agreeing to these T&C’s on behalf of the Publisher Company represents and warrants to Advertiser that (i) he or she is acting as a Publisher Company on his or her own behalf or that the Publisher Company is a legal person on behalf of which he/she is duly authorized to agree to the terms of these T&C’s; and (ii) he/she has reached the age of majority in his/her jurisdiction of residence on the date that the T&C’s hereof are accepted. The Publisher Company represents and warrants to Advertiser that the Publisher Company is in a jurisdiction where participation in the T&C’s does not violate any law, ordinance, regulation or standard.

c. Operation of the Coded URL. The Publisher Company agrees to take full responsibility for ensuring the proper and continuing operation of the Publisher Company's coded URL. The Publisher Company agrees that the Publisher Company will notify the Advertiser if the Publisher Company's coded URL ceases to function or ceases to function properly. The Publisher Company may use the coded URL provided by Advertiser via the available tools provided by the Advertiser or in any other form the Publisher Company wishes, provided that the Publisher Company's use of the URL is not in any way disparaging of Advertiser or otherwise not appropriate or acceptable in Advertiser’s sole opinion and judgment. The Publisher Company may not violate any intellectual property rights of Advertiser or any other party. The Publisher Company may not violate the Advertiser’s Privacy Notice and GDPR Policy, which are hereby incorporated by reference in these T&C’s.

d. Notice of Websites. The Publisher Company must keep Advertiser informed of all websites the Publisher Company wishes to promote. By default, all websites may be blocked from advertising unless they pass approval by Advertiser pursuant to the provisions of these T&C’s. Only qualified websites will be considered for compensation. The referral bonus will be paid out when the referring account has $1000 in sales for the current pay period. In cases where this requirement is not met, the bonus will be carried over to the next pay period. the Publisher Company shall not promote Advertiser through paid search including but not limited to Google AdWords, Yahoo Search, or Microsoft Ad Center.

e. Legal Compliance. The Publisher Company is responsible for ensuring for its compliance with all applicable laws, regulations, guidelines and industry codes, in addition to Advertiser’s policies, for all the locations where the Publisher Company's websites are showing.

3. Representations and Warranties

The Publisher Company hereby represents and warrants to Advertiser that:

1. All information provided by the Publisher Company to the Advertiser during the registration process is correct and current;
2. The Publisher Company has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of the Publisher Company hereunder;
3. The Publisher Company is the author and owner and/or proper licensee of all intellectual property rights with respect to any Ad or have express permission to authorize all uses and grant all rights purported to be granted herein;
4. No content violates the intellectual property rights (including copyright and trademark), privacy or other rights of any third party.
5. The Publisher Company's advertisements, any platform which the Publisher Company is advertising for or redirects to or 'lands' on (landing page) or any service, good or content being promoted does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever content or the transmission of data that contains any Prohibited Content (as below defined) or engages in any Prohibited Practice (as below defined);
6. The Publisher Company's advertisements, the Publisher Company's any platform, and their use in accordance with this Agreement, comply with all applicable laws; and
7. The Publisher Company has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant personal information protection or privacy laws) in the Advertiser's performance of any acts or obligations hereunder.
8. The Publisher Company agrees that the Publisher Company will not make any representations, promises, warranties or other statements about Advertiser or the Web, products or policies other than as may be expressly approved in writing by Advertiser or as otherwise provided to the Publisher Company by Advertiser for that purpose.

In the event of failure to meet these requirements, Advertiser may, in addition to any other recourse or remedies, at its sole discretion immediately suspend, block or terminate the Publisher's account without prior notice. Further, Advertiser will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about the Publisher's advertisements, as well as those persons that may have inappropriately accessed, acquired, or used any illegal content.

4. Insertion Orders; Ad Placement and Positioning

a. From time to time, the Parties may negotiate insertion orders (each an "Insertion Order" or "IO" and, together with these T&Cs, (this "Agreement") under which Publisher Company will display advertisements on its websites or otherwise deliver advertisements to computer or mobile device users. Each Insertion Order must be in writing and signed by an authorised officer of both Parties in order to be effective. Each IO shall specify: (A) the type(s) of inventory to be delivered (e.g., Impressions, Click-Throughs or Completed Actions (each as defined below)); (B) the price(s) for such inventory; (C) the maximum amount of money to be spent pursuant to the IO (which may be open); and (D) the start and end dates of the campaign (which may be open).

b. Commencing on the start date set forth in the IO, Publisher Company will post (or otherwise publish, as described in the applicable IO), and thereafter maintain the advertising placements, the design and content of which shall be provided by Advertiser ("Ad Materials") all as set forth in the applicable IO.

c. Publisher Company must comply with the IO, including all advertisement placement and traffic source restrictions, so that, for example, consistent with the scope of the IO, an advertisement provided by Advertiser (including a functioning hyperlink to a web page designated by Advertiser) is provided to the site or sites specified on the IO when such site is called up by an internet user.

d. Publisher Company will make commercially reasonable efforts not to place Ad Materials on Web that are exclusively dedicated to and/or targeted at customers under the age of eighteen (18).

5. Pricing

a. Cost Per Action Bounties. If the IO specifies CPA/CPL, or Cost Per Action, pricing (or uses similar pricing terms such as cost per acquisition, cost per download, cost per registration or similar phrases), Advertiser will pay Publisher Company a fee at the rate specified in the IO for each Completed Action (as defined below) generated by Publisher Company pursuant to the IO during the term of this Agreement (subject to any shorter period or payment caps specified in clause 17).

b. "Completed Action." As used in this Agreement, and unless otherwise specified in any certain IO, the term "Completed Action" shall have the following meaning: -in the case of advertising campaigns for Advertiser's desktop, mobile or mobile application products, "Competed Action": means:

• CPL: a completed short form submission on an Advertiser hosted landing page;
• CPR: a completed long form submission on an Advertiser landing page or within an Advertiser exe;
• CPA: a successful purchase.

1. Advertiser retains the right to exclude prospective registrants and/or disqualify registrants who do not meet all registration criteria as in place from time to time (for example, age or geographic criterion)
2. in the case of any other type of advertising campaign, "Completed Action" shall mean the end-user/customer action described in the IO.

c. Exclusions.

1. No bounty shall be payable in connection with any of the following circumstances: (i) any Completed Action or Click­ Through generated as the result of any incentive, reward or similar program offered by or through Publisher Company in exchange for such Completed Action or Click-Through ("Incentivized Clicks"), unless specified in the IO; (ii) any Completed Action or Click-Through reasonably believed by Advertiser to have been taken by persons under the age of 18; (iii) any Completed Action or Click-Through by persons reasonably believed by Advertiser to be located outside of the countries or regions expressly specified in the applicable IO; (iv) Any Completed Action or Click-Through which according to Advertiser servers/ records, is generated or originates from a country that is outside of the countries or regions covered by the specific tracking code used to generate such Completed Action or Click-Through; (v) any Completed Actions or Click­ Throughs reasonably believed by Advertiser to have been produced by any automated, computerised or machine driven process or by persons acting on behalf of (or motivated primarily by a desire to benefit) Publisher Company ("Artificial Clicks/Leads"); (vi) any Completed Actions or Click-Through generated by or in connection with any advertisement, Web or application which is false, misleading and/or that infringes upon the intellectual property rights of Advertiser or any other 3rd party; (vii) any Completed Action or Click-Through which Advertiser reasonably deems to have occurred in violation of the terms of this Agreement, the affiliate guidelines mentioned above and hereby incorporated by reference (the "Affiliate Guidelines"), or via any entity or site contained in the prohibited networks mentioned under restrictions.
2. Publisher Company: (1) shall not permit any of its systems, employees, agents or contractors to generate Artificial Clicks or, unless expressly permitted in the Insertion Order, Incentivized Clicks/Leads, and (2) shall immediately notify Advertiser if it has any reason to believe that Artificial Clicks/Leads might be occurring. In addition, Publisher Company shall not, and shall ensure that each of its sub-publishers, affiliates and advertising syndication partners ("Downstream Affiliates") shall not publish or display any Ad Materials on any Web or through any Downstream Affiliate which is not in compliance with the same terms as Publisher Company. Publisher Company's, or its Downstream Affiliates', violation of this Clause shall give Advertiser the right to immediately terminate this Agreement, withhold any amounts due to Publisher Company pursuant to this Agreement, and without limitation of the foregoing pursue all other remedies available in law or in equity.

d. Additional Display Criteria.

1. If the IO calls for advertising to be displayed on Publisher Company’s site. Publisher Company shall position all advertising on Publisher Company’s site and shall establish a link to the applicable Advertiser website, as designated in the IO or in the advertising creative delivered by Advertiser to Publisher Company pursuant to the IO. Publisher Company shall use its best efforts to maintain its sites and to meet all display and usage requirements, levels of Impressions and number of Completed Actions or Click-Throughs as set forth in the IO (collectively the "Display Criteria"). In the event that the Publisher Company fails to meet the Display Criteria, then Advertiser may terminate this Agreement immediately upon providing written notice to the Publisher Company, without liability to Advertiser.

6. Prohibited Content

a. The Publisher Company's advertisements and properties must not contain any "Prohibited Content", including any content or links to any content that Advertiser reasonably believes:

1. Constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, non-consensual sex acts or otherwise unlawfully exploits persons under 18 years of age;
2. Constitutes, depicts, fosters, promotes or relates in any manner to excessive violence, inciting violence, threats of violence, racism, harassment, hate speech, or that may, in any manner, create a risk to a person's safety or health, public safety or health, compromise national security or interfere with an investigation by law enforcement;
3. Constitutes, depicts, fosters, promotes or relates in any manner to the conducting of gambling or online gaming activities in violation of any required licenses, codes of practice, or necessary technical standards required under the laws and regulations of any jurisdiction in which the Publisher Company operates;
4. Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters or pyramid schemes;
5. Is defamatory, or violates a person's privacy,
6. Infringes on or violates, in any manner, any intellectual property rights in relation to which the Publisher Company does not have the required licenses or rights required under the laws and regulations of any jurisdiction in which the Platform is hosted or accessed;
7. Is otherwise malicious, fraudulent, morally repugnant or illegal or solicits conduct that is illegal under laws applicable to either Publisher Company or Advertiser.

7. Prohibited Practices

a. The Publisher Company agrees that all its ads will comply with the following requirements. Failure to do so constitutes a "Prohibited Practice."

1. Incentivized Content. Ads must not offer incentivised content or use misleading marketing practices.
2. Accuracy and Clarity. All pertinent details of an ad must be clear and understandable to all audiences. All claims and representations must be supported by competent and reliable evidence, which the Publisher Company will disclose upon request. The Publisher Company must be clearly identified in the ad.
3. Guarantees. All guarantees or warranties must be fully explained as to conditions and limits and the name of the guarantor or warrantor must be provided, and indicated where such information may be obtained.
4. Testimonials. Testimonials, endorsements or other representations of opinion or preference must reflect the genuine, reasonably current opinion of the individual(s), group or organization making such representations, must be based upon adequate information about or experience with the identified product or service and must not otherwise be deceptive.
5. Imitation and Impersonation. No Publisher Company shall imitate the copy, slogans or illustrations of another commercial business in a manner as to mislead the consumer. Publisher Company is prohibited from impersonating or purporting a connection to a third-party website, including the unauthorized use of another's trademarks, copyrights and/or any other Marks (as below defined).
6. Safety. Ads must not, without reason justifiable on educational or social grounds, display a disregard for safety by depicting situations that might reasonably be interpreted as encouraging unsafe or dangerous practices or acts.
7. Fraudulent Activities. Publisher Company is expressly prohibited from using any means, devices, or arrangements, directly or indirectly, to commit fraud, misrepresent the content available through the Advertiser services, violate any applicable law or regulation, interfere with other affiliates, falsify information in connection with the services or exceed the Publisher Company’s permitted access to Advertiser Web, or otherwise engage in unlawful, impermissible, or inappropriate activities in connection with the Program.
8. Misleading Advertising. Ads shall not contain (by act or omission) deceptive, false, or misleading content, or any content which is presented in a deceptive, false, or misleading way, including deceptive, false, or misleading claims, offers, or business practices. Advertisers are further prohibited from engaging in any acts or practices that are (by act or omission) deceptive, false, misleading, aggressive, or otherwise unfair in connection with their Ads. These prohibited activities include, without limitation, advertising any video content as being available that is not in fact available directly from the advertised service and any practice of disguising (cloaking) any ad with different content or a different landing page or presenting products or features that cannot in fact be supplied.
9. Abuse of Advertiser network. Platforms must not contain ads, content, or destinations that attempt to trick or circumvent Advertiser's review processes.
10. Personal Information. Advertiser does not allow platforms which attempt to collect personal information about customer(s) for unclear purposes or without appropriate security measures.
11. Contests. Any Publisher Company platform offering a prize for contest, giveaway must contain clear and up-to-date rules and regulations, which must be clearly accessible to the participant and comply with applicable laws. The rules and regulations must contain, at a minimum, clear and easy to understand: (i) promotion description; (ii) eligibility conditions and rules for participation; (iii) descriptions of prize(s) offered; and (iv) details as to how the winner is selected. The Publisher Company must make it clear to participants which entity (Publisher Company or a third party) is administering the contest, giveaway. A copy of the rules and regulations must be provided to Advertiser on request.

Advertiser shall have the right, in false advertising or cloaking attempts, misrepresentations or other Prohibited Practice, to ban the Publisher Company’s advertisements, to suspend, block or terminate the Publisher Company’s account, and to take all necessary legal actions to restore the damage caused by this violation. In any case Advertiser shall make all determinations about such activity in its sole discretion.

8. Tracking: Payment; Books & Records; Taxes

a. Tracking. The number of Completed Actions, Click-Throughs or Impressions (or other applicable unit) for which payment is due under each IO shall be as recorded by Advertiser's servers or by the servers of a third party mutually agreeable to the Parties and specified in the IO. If the Parties agree to track the campaign using Publisher Company's own servers (or those of a third party selected by Publisher Company) but Advertiser's own server measurements are lower than those produced by Publisher Company's (or such third party's) servers and the amount in dispute is greater than 10% of the total amount invoiced, then: (i) Advertiser will notify Publisher Company of the dispute, (ii) the Parties will facilitate a reconciliation effort between two sets of server data and each Party agrees to work in good faith to resolve the dispute within thirty days from the date the dispute arose. Advertiser may withhold payment of the disputed amount(s) of the invoice and shall remit it to Publisher Company the undisputed amount(s) in a timely manner. If the discrepancy cannot be resolved even though Advertiser has made a good faith effort to facilitate the reconciliation effort, Advertiser liability shall be no greater than 110% of the amount recorded by Advertiser servers.

b. Billing Procedure; Payment Terms. (i) Unless otherwise stated in the IO, amounts due (and not disputed in good faith) will be paid by Advertiser on a monthly basis (or such other period as may be specified in the IO) in arrears as follows: In situations where the amount due is calculated based on Advertiser reporting data, promptly after the end of the period (or such more frequent interval as may be specified in the IO), Advertiser will provide (or make accessible) the reporting data to Publisher Company. Publisher Company shall deliver monthly (or such other period as may be specified in the IO) invoices to Advertiser accounts payable department (or such other addressee as may be named in the IO). The Parties agree to work together in good faith to resolve any disputes regarding invoiced amounts. Upon resolution of any such dispute, the resulting amount due, if any, shall be due no less than 30 days after resolution of the dispute. Unless required by the terms of the resolution, no late penalty or interest shall apply to such amounts. (ii) Publisher Company acknowledges that allocation of Advertiser limited advertising budget between media suppliers and over time relies upon Publisher Company to accurately estimate the periodic fees/bounties payable by Advertiser under each IO. Accordingly, in the event that the IO lists a periodic or total maximum amount, projected spend, or similar terms (regardless of whether expressed as an estimate only), Advertiser shall not be liable for any fees/bounties for such period in excess of such amount (regardless of whether Publisher Company over-delivers Completed Actions, Click-Throughs or Impressions) and over-delivery in one period shall not be carried over to the following period, unless in each case Advertiser has expressly agreed to such additional fees or carry-over by explicit and unambiguous language in the IO. (iii) Late payment may be subject to such additional interest as the Parties may agree in the IO. In any event, the invoice must be received by Advertiser within 180 days of delivery of the Completed Action, Click-Through or Impression. Failure by the Publisher Company to send such invoice shall be considered a waiver of right to payment for delivery of goods or services for which no invoice was timely sent.

c. Taxes. Each Party shall be responsible for and pay taxes based on its own income. Publisher Company agrees to pay, and to indemnify and hold Advertiser harmless from, any sales, use, excise, import or export, value added or similar tax or duty.

9. Link Formats

Advertiser will provide Publisher Company with hyperlinks for inclusion in the advertisement, which must be used in order for Advertiser to track Completed Actions and Click-Throughs. Advertiser will have no liability for any failure by Publisher Company to properly implement such special link formats in any advertising placements.

10. Confidentiality

a. Campaign Information and Customer Data. Publisher Company will not share any customer data (“Customer Data”) pertaining to any campaign, (including all information regarding the specific viewing of Advertiser advertisements, the Click-Through rates of such advertisements, the number of Completed Actions, Click-Throughs or Impressions generated under this Agreement, and the demographics of customers that respond to the advertisements) with any third party and shall not permit any third party to use such Customer Data to target any offer or communication to customers or otherwise to solicit customers. All such Customer Data shall be the property of Advertiser; provided, however, Publisher Company may use aggregate demographic information once stripped of any personally identifiable user information or Advertiser specific information.

In the scenario that the Publisher Company breaches Clause 10.a above, the Advertiser has the right to immediately terminate this Agreement as per Clause 17 of this Agreement, and that the Publisher Company shall remain fully liable for all acts or omissions regarding any type of data breach occurred from the Advertiser’s end.

b. Pricing and other Terms. The Parties shall use their reasonable efforts to keep confidential the pricing terms and all other terms and conditions of this Agreement. Unless expressly agreed to in writing by the Advertiser, Publisher Company shall not disclose to any third party (in marketing materials or otherwise) that Advertiser is among its advertisers. Each Party is prohibited from disclosing the other Party's confidential information and may not use such information except as required under this Agreement. Either Party's breach of this Clause would cause the other Party irreparable harm and the harmed Party shall be entitled to appropriate injunctive relief in the event of such breach.

11. Indemnity

The Publisher Company hereby agrees to indemnify, defend and hold harmless the Advertiser and its respective subsidiaries, affiliates, partners and licensors, shareholders, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any breach of representation, warranty, covenant, restriction or obligation by the Publisher Company herein; or (ii) any misuse by the Publisher Company, or by any party related to the Publisher Company, of the Marks.

12. Intellectual Property

a. Copyright. Advertiser strives to abide by local copyright laws and protect the rights of copyright holders, so Advertiser does not allow Web or ads that are using copyrighted content without authorization. Publisher Company is responsible for adopting a process for compliance with the copyright legislation, including the DMCA (US), Electronic Commerce (EC Directive) Regulations 2002 or other relevant equivalent system, including a written policy for the handling of takedown notices.

b. Trademark infringement. Advertiser prohibits websites that use any third party's trademarks, branding or intellectual property without authorization. This includes promoting the sale of counterfeit goods or services, containing a trademark or logo that is identical to or substantially indistinguishable from the trademark of another.

13. License to Use Advertiser’s Materials

a. Advertiser retains all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

b. Subject to the terms and conditions of this Agreement, Advertiser hereby grants to the Publisher Company a limited, revocable, non-exclusive, non-transferable license to use the Ad Materials provided to Publisher Company by Advertiser and to use those, but only those, trademarks, service marks and logos set forth therein (or as otherwise specified in writing by the Advertiser) (collectively the "Marks"), solely to display advertisements and links as specified in a valid IO in accordance with this Agreement.

c. The Publisher Company may not alter, modify, manipulate or create derivative works of the Advertiser’s Marks or licensed to the Publisher Company in any way. The Publisher Company is only entitled to use the Advertiser’s Marks to the extent that the Publisher Company has agreed and signed the IO.

d. Publisher Company shall use only the most current Ad Materials and Marks, as may be provided by the Advertiser from time to time. Publisher Company agrees not to take any action inconsistent with Advertiser's ownership of the Marks and agrees that any benefits accruing from use of such Marks shall automatically vest in Advertiser. Publisher Company may not modify for public display any Ad Materials, logos or Marks, except upon receiving Advertiser's prior written approval. Publisher Company may not sublicense, resell, assign or transfer any of its rights hereunder, without the prior written approval of Advertiser. Any attempt to resell, assign or transfer such rights absent such approval is void and shall, at Advertiser's election, result in immediate termination of this Agreement, without liability to Advertiser. All rights not expressly granted hereunder are reserved to Advertiser.

14. Email and Text Message (“SMS”) Compliance

a. Publisher Company shall ensure that any transmission and delivery of Ad Materials by Publisher Company or its third party suppliers pursuant to this Agreement: (i) complies with all local, country, state and federal laws regarding the sending of commercial email or SMS or other electronic communication; and (ii) does not constitute spam, meaning unsolicited or undesirous communication. Publisher Company shall have the right, with prompt notice to Advertiser, to cancel or terminate any email transmission if Publisher Company determines such transmission would violate any such law. For purposes of this Agreement, an email or SMS shall be deemed to be "Spam" if such email, SMS or other communication satisfies any one or more of the following criteria: (a) the email or SMS or other electronic communication contains or includes a falsified sender domain name or![ref1]![ref1] non-responsive IP address; (b) the email, SMS or other electronic communication contains or includes a false or misleading subject line that attempts to disguise or conceal the content of the communication; (c) the email, SMS or other electronic communication fails to contain or include valid and responsive contact information of the sender, list manager or list owner; (d) the email, SMS or other electronic communication fails to contain or include an accurate description of the marketing purposes for which a consumer's email address or phone number may be used; (e) the email, SMS or other electronic communication is sent for the purpose (but not necessarily the sole purpose) of harvesting the customer's email address or other personal data in order to send future unsolicited emails or other electronic communication; (f) the email SMS or other electronic communication is sent unsolicited to a recipient that does not have a prior business or personal relationship with Publisher Company or its third party list provider; or (g) the email SMS or other electronic communication or the transmission of the same otherwise violates the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act the Telephone Consumer Protection Act ("TCPA") or any other applicable law outside the USA. In addition, any transmission of emails SMS or other electronic communication that promote or advertise any advertiser product or service (each an "Advertiser Product") under this Agreement shall be subject to the following terms and conditions (and Publisher Company shall not transmit any email SMS or other electronic communication under this Agreement or otherwise on behalf of Advertiser unless all of the following conditions are met):

1. Publisher Company shall be permitted to use a broker or other third party to deliver electronic communication hereunder only if such broker or third party agrees to act in compliance with the terms of this Agreement that would be applicable to Publisher Company if Publisher Company were performing such service itself, agrees to fully and completely indemnify Advertiser for all damages arising from the broker's or other third party's breach of any of such obligations and Publisher Company has the contractual right to terminate distribution or procurement by any such third party on 24 hours’ notice.

2. Every email or SMS or other electronic communication promoting future messages from Publisher Company and/or any third party who initiates the list.

3. Every email SMS or other electronic communication sent by Publisher Company (or by any broker on Publisher Company's behalf) shall include a valid physical postal address of Publisher Company (or such broker, as applicable) as the entity principally responsible for sending the communication.

4. Publisher Company shall process any and all opt-out requests within 5 business of the request and shall maintain electronic or tangible records evidencing the removal of such methods of communication e.g. email address of mobile telephone number from the list of Publisher Company for verification by Advertiser.

5. Publisher Company shall screen delivery by Publisher Company and/or any third party to any email or telephone lists against one or more do-not-solicit files provided by Advertiser for this purpose (whether by directly providing Publisher Company with such files, or by providing Publisher Company with access to online files) setting forth email addresses or phone numbers which have elected not to receive emails, SMS or other electronic communication promoting such particular Advertiser Product. Publisher Company shall apply such screen to all distributions within immediately upon (i) receipt of an updated list from Advertiser; or (ii) when the online files are updated. Advertiser shall be permitted to update online files, or send Publisher Company updated do-not-solicit files on a daily basis. Publisher Company shall be solely responsible for monitoring any updates to online accessible do-not-solicit files. Upon Advertiser's request, Publisher Company shall enter into Advertiser's standard non-disclosure agreement

6. Unless otherwise directed by Advertiser in writing, Publisher Company shall not use (unless otherwise agreed upon) any Advertiser brand or any abbreviations of such names or any trademark, trade name, service mark, logo or other identifying information of Advertiser or its brands in the originating or return electronic communication address line, header or subject line of any electronic transmission and instead all electronic transmissions shall contain language in the body , the from line and the subject line that clearly announces that the offer embedded in the communication is being sent by Publisher Company for the benefit of Publisher Company user.

7. All electronic communication shall contain a notice to be specified by Advertiser within the communication indicating that the communication contains a commercial message.

8. Upon request by Advertiser, Publisher Company shall promptly provide Advertiser with (i) a point of contact at Publisher Company office for handling customer complaints received by Advertiser and (ii) information regarding consumer responses to the electronic communication distribution and any and all records verifying that recipients consented to receive the transmissions in question and/or were properly unsubscribed.

9. Upon notice from Advertiser to Publisher Company requesting that Publisher Company terminate e-mail or SMS or other electronic solicitations of one or more of the Advertiser Products, Publisher Company shall immediately stop sending any e-mail SMS or other electronic solicitations promoting such Advertiser Products; and

10. In the event of any breach of this Agreement by Publisher Company, Advertiser shall, in addition to all other remedies available to it, have the right to refuse to make any payments to Publisher Company as a result of Publisher Company promotional efforts that cannot be verified by Publisher Company as having complied with the terms and conditions hereof.

15. Provision of Advertising Materials

Advertiser will provide all Ad Materials in a format and a transmission method reasonably agreed upon by the Parties and identified in the IO.

16. Right to Reject Advertisement

Publisher Company has the right to reject any Ad Materials, and to cancel any Advertiser advertisement, if Publisher Company has good cause to believe that such Ad Materials are not in compliance with applicable legislation. However, the Publisher Company must promptly provide Advertiser with written notice of such rejection and/or cancellation, together with the specific reason for such rejection and/or cancellation, and any materials supporting such reason.

17. Term, Cancellation and Termination; Survival

a. The term of this Agreement shall commence on the Effective Date and shall continue until (i) terminated as provided for herein; or (ii) superseded by a future agreement between the Parties.

b. Advertiser may cancel any advertising campaign or placement on no less than 24 hours prior notice to Publisher Company, unless a different cancellation period is expressly stated herein. In the event of such a cancellation, Advertiser shall be liable solely for advetisements actually delivered through the effective time of cancellation according to the pricing terms agreed upon by the Parties.

c. Either Party may terminate this Agreement, with or without cause, by providing the other Party with ten (10) days' written notice. In the event of such a termination, all IOs shall be deemed cancelled, and Advertiser shall be liable solely for advertisements delivered through the effective time of cancellation according to the pricing terms agreed upon by the Parties.

d. Upon any termination or expiration of this Agreement, or any IO, all licenses granted to the Publisher Company in connection with such IO or hereunder, as applicable, shall immediate y terminate, and the Publisher Company shall cease using and promptly return and purge its files of all Ad Materials of all Ad Materials relating to such IO or this Agreement, as applicable, and all related Advertiser confidential information.

18. Provision of Advertising Materials

a. Publisher Company must not engage in any advertising, marketing or promotional efforts which violate any applicable laws and regulations. Publisher Company must not engage in any advertising on any websites which infringe any third-party intellectual property, or that could reflect negatively upon our business reputation. Publisher Company must not use any copyrighted/licensed content, logos or images without permission of copyright or license holder. The Publisher Company agrees that they will not make any representations, promises, warranties or other statements about the advertiser's website, products, or policies which are misleading or factually inaccurate.

b. FOR CAMPAIGNS TARGETING THE FOLLOWING GEOS (GB, DK, and IT) THESE ADDITIONAL TERMS APPLY: Publisher Company must not engage in any advertising, marketing or promotional efforts which violate any law and gaming license requirements. Publisher Company must not engage in any advertising on copyright infringing sites, or that could reflect negatively upon our business reputation. In addition to this, any advertising or marketing by the Publisher Company must be compliant with the UK Advertising Codes (Committee of Advertising Practice (“CAP Code”) and Broadcast Committee of Advertising Practice (“BCAP Code”) and any other relevant industry code of practice on advertising.

c. The following provisions of the CAP Code must be strictly adhered to:

1. Principle Marketing communications must not describe a product as "free", "gratis", "without charge" or similar if the consumer has to pay anything other than the unavoidable cost of responding and collecting or paying for delivery of the item.
2. Marketing communications must make clear the extent of the commitment the consumer must make to take advantage of a "free" offer.
3. Marketing communications must not describe items as "free" if:
   • a. the consumer must pay packing, packaging, handling or administration charges for the product;
4. the cost of response, including the price of a product that the consumer must buy to take advantage of the offer, has been increased, except where the increase results from factors that are unrelated to the cost of the promotion, or Guidance Note Guidance on the use of "free".
5. the quality of the product that the consumer must buy has been reduced. CAP Code and BCAP Code have published joint guidance on the use of "free".
6. Marketers must not describe an element of a package as "free" if that element is included in the package price unless consumers are likely to regard it as an additional benefit because it has recently been added to the package without increasing its price.
7. Marketers must not use the term "free trial" to describe "satisfaction or your money back" offers or offers for which a non-refundable purchase is required.

d. The following provisions of the BCAP Code must be strictly adhered to:

1. Principle Advertisements must not describe a product or service as "free", "gratis", "without charge" or similar if the consumer has to pay anything other than the unavoidable cost of responding to the promotion and collecting or paying for delivery of the item.

2. Advertisements must make clear the extent of the commitment consumers must make to take advantage of a "free" offer. Advertisements must not describe items as "free" if:

   • a. consumers have to pay for packing, packaging, handling or administration of the "free" product or service.
   • b. The cost of response, including the price of a product or service that consumers must buy to take advantage of the offer, has been increased, except where the increase results from factors that are unrelated to the cost of the promotion.
   • c. the quality of the product or service that consumers must buy has been reduced.

3. Advertisements must not describe an element of a package as "free" if that element is included in the package price, unless consumers are likely to regard it as an additional benefit because it has recently been added to the package without increasing its price.

4. Advertisements must not use the term "free trial" to describe a "satisfaction or your money back" offer or an offer for which a non-refundable purchase is required.

19. Communications

The Publisher Company agrees to direct to Advertiser, (i.e., any platform in which the ads will or may or have appeared) any communication regarding any ad(s) or link(s) displayed in connection with the Publisher Company's ads and properties. The Publisher Company agrees and acknowledges that contacting third parties may cause irreparable damage to Advertiser's business and that the Publisher Company will be held responsible for any and all issues and damages arising from such breach.

20. Notification

If the Advertiser needs to contact the Publisher Company, the Advertiser will do so by telephone or by writing to the Publisher Company at the email address or postal address provided in the IO.

21. Privacy

The Advertiser’s privacy notice, available Privacy Policy - Gotzha (hereinafter “Privacy Notice”) explains what personal information the Advertiser collects as per the IO. Please note that when signing this Agreement, you shall be deemed also to have read and understood the Advertiser’s Privacy Notice in its entirety.

22. Governing Law

This Agreement must be managed by, interpreted and enforced with regards to the regulations of Netherlands.  Any dispute arising from, or related to, any contract concluded through this Agreement shall be subject to the exclusive jurisdiction of the courts of Netherlands.

23. Fraud Detection and Assistance

a. Both Parties agree to co-operate with either Party in cases where the need arises to investigate any suspected illegal or fraudulent activity as the need arises.

b. Advertiser reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application in ads, links, or any engagement in any activity prohibited by this Agreement.

c. If any of the Parties hereto is prevented, hindered or delayed in or from fulfilling any of its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to an Act of God, pandemics, epidemics, Natural Disaster, or Civil Disorder) the affected Party unable to fulfill its obligations shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations and shall immediately give notice in writing of this to the other Party and shall do everything in its power, including but not limited to accepting assistance from 3rd parties or the other Party, to resume full performance.

d. If the period of incapacity exceeds 2 months, then this Agreement shall automatically terminate unless parties expressly agree otherwise in writing.

24. Force Majeure

a. If any of the parties hereto is prevented, hindered or delayed in or from fulfilling any of its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to an Act of God, pandemics, epidemics, Natural Disaster, or Civil Disorder) the affected Party unable to fulfil its obligations shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations and shall immediately give notice in writing of this to the other Party and shall do everything in its power, including but not limited to accepting assistance from 3rd parties or the other Party, to resume full performance.

b. If the period of incapacity exceeds one (1) month, then this Agreement shall automatically terminate, unless the parties to this Agreement expressly agree otherwise in writing.

25. DISCLAIMERS

THE PUBLISHER COMPANY’S MARKS OR OTHER MATERIALS PROVIDED, THE CONTENT INCLUDED THEREIN, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED TO THE ADVERTISER, AS IS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PUBLISHER COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE PUBLISHER COMPANY DOES NOT WARRANT THAT THE MARKS OR OTHER MATERIALS PROVIDED, WILL MEET THE ADVERTISER’S SPECIFIC REQUIREMENTS OR THAT THE PUBLISHER COMPANY’S MARKS OR OTHER MATERIALS PROVIDED WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED.

THE PUBLISHER COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES OR CONTENT, INFORMATION OR CLAIMS PROVIDED OR MADE BY CLIENTS, INCLUDING AS MAY APPEAR IN MATERIALS PROVIDED BY THE PUBLISHER COMPANY OR WHICH ARE MADE IN CONNECTION WITH PRODUCTS OR SERVICES ADVERTISED IN SUCH MATERIALS.

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.

27. Waiver

The failure to require performance of any provision shall not affect either Party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

28. Severability

If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect.