Terms and Conditions

1. General

1.1. Adthority BV (hereinafter "the Company"), is registered in The Netherlands with registration number 71126627.

1.2. The Company is, among others, in the business of operating as a marketing agency that brings together Advertisers and Publishers and for the provision of these services the Company charges a fee to the Advertiser.

1.3. This Insertion Order ("IO"), as listed above, contractually binds the Company and the "Publisher" and the following terms and conditions (herein collectively referred to as "the Agreement") shall govern the relationship between the Company and the Publisher. The Publisher acknowledges and warrants that the undersigned representative has full legal capacity to affix his signature to this Agreement and such signature makes this Agreement legally binding and obligatory to the Publisher. If the undersigned representative de facto has no legal capacity to affix his signature to this Agreement, the Publisher acknowledges and agrees that the Company reasonably believes in full legal capacity of such representative and thus this Agreement is legally binding and obligatory to the Publisher under all circumstances.

1.4. The Agreement shall be governed by and construed in accordance with the laws of The Netherlands without giving effect to principles of choice of law. The parties expressly consent to the exclusive venue and jurisdiction of the courts located in The Netherlands for any dispute arising from or relating to this Agreement.

1.5. Both parties hereby waive the right to a trial by jury for any claim arising out of or relating to the products or these terms. Either party may enforce this waiver up to and including the first day of trial.

1.6. Any amendment or modification to this Agreement must be made in writing and signed by a duly authorized representative of each party. Any failure to enforce a provision of this Agreement will not constitute a waiver of such party's right to subsequently enforce such provision or any other term of this Agreement. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns. In the event that any provision of this Agreement is determined by a court to be invalid, such determination shall not affect the validity of any of the other provisions hereof, which shall remain in full force and effect and shall be construed so as to be valid under applicable law. This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter.

1.7. The Company agrees to accept and pay for, and the Publisher agrees to provide, the services identified and set forth in the IO.

1.8. The Company may adjust the payouts, budgets, caps, and locations of advertisement by written notice to the Publisher. The Publisher shall implement such changes within 24 hours.

1.9. The parties hereto are independent contractors. There is no relationship of partnership, employment, franchise or joint venture between the parties.

2. License

2.1. The Company grants to Publisher a non-exclusive, worldwide, non-transferable, royalty-free, during the term of this Agreement only, revocable license and right to display the advertisement relating to a Campaign, including all content, trade-marks, images, trade-name and brand features of the Company in accordance with the Agreement.

2.2. The Publisher may engage third parties to perform the obligations according to the terms of this Agreement. Without derogating from the limitation of Publisher's liability under any other provision in this Agreement, should Publisher elect to supply all or any of the services by any third party, Publisher shall be liable for the quality of such services and for any delay in or failure to supply the services.

3. Payment Terms, Fees, and Expenses

3.1. For the services to be rendered by the Publisher, the Company agrees to pay for the valid, qualified transactions generated by the Publisher. The Publisher agrees that its traffic is monitored for fraud and might be scrubbed accordingly. In case of fake/fraud leads, technically-faulty leads, and any other kind of illegitimate services, the Company shall alert the Publisher in writing regarding said leads and accompany it with documentation evidencing the reason of the invalidation and will not be held liable for the payment of the invalidated conversions.

3.2. For the purpose of effecting payments, the Company shall provide the Publisher with billing numbers within seven (7) business days after each billable month or any other billing period set forth between the parties. The Publisher may dispute the billing numbers within the next five (5) business days.

3.3. In the case that discrepancies arise, the billing numbers of the Company's tracking platform shall prevail, unless the Publisher can soundly prove the contrary.

3.4. The Publisher will issue the Company with invoices at monthly intervals, or at any other such interval agreed upon between the parties. Payments shall be made to the Publisher within thirty (30) calendar days from the date that the invoice is received by the Company.

3.5. All payments shall be effected by the Company via bank transfer, or the method agreed upon between the parties, according to the details specified in the invoice. All bank commissions, fees, and duties for money transfer shall be paid by the Publisher.

4. Code of Conduct

4.1. The Publisher shall uphold the highest commercial and ethical standards and comply with all guidelines, rules, regulations, and laws applicable to its activities and ensure that the users subscribed are of legal age (18+). Moreover, while providing the services, the Publisher shall ensure that the Company's ads are not placed in any context or any internet website that harms the good will or reputation of the Company. Such sites include but are not limited to sites that promote illegal, misleading, harmful, racist, crime-inducing, terrorism-supporting, abusive content and/or practices.

4.2. The Publisher shall ensure that all its activities comply with rules and regulations regarding SPAM.

4.3. In case of a violation of this section, the Publisher shall provide all information necessary in connection with such investigation to the Company and is obliged to pay a contractual penalty for any infringement, to be determined by the Company according the the Company's reasonable discretion in each case. The penalty for each case of violation will depend of the amount of campaigns and damage incurred, but not less than ten thousand USD ($10,000).

4.4. The Publisher acknowledges that a violation of this section may result in forfeiture of any commissions pending, return of commissions previously obtained by means that are in breach of this code of conduct, termination of the program, and the disclosing of its contact information to a third-party.

5. Confidentiality

5.1. A Party (the "Disclosing Party") may, from time to time, disclose to the other (the "Receiving Party") certain information relating to the Disclosing Party's business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the "Confidential Information"). The Disclosing Party and the Receiving Party acknowledge that Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, it directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld.

The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party. The undertakings and obligations of each party under this section shall not apply to any information which it can establish it: (i) became publicly known through no action on the Receiving Party's part; (ii) was known by the Receiving Party prior to receipt; (iii) was independently developed by the Receiving Party; (iv) was approved for public release by the Disclosing Party's written authorization; or (v) was required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order. Unless the Advertiser has provided its prior, express written consent, the Publisher will keep the IO and the terms of the Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.

6. Representations and Warranties

6.1. The Publisher represents and warrants to the Company that:
it has full legal right, power and authority to enter into this Agreement and perform its obligation hereunder; and 2) neither the Publisher's execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Publisher is bound; and 3) it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules and regulations in the territory of campaign and the rules, policies and procedures of each country's applicable game ratings organization and any other similar organization in or having jurisdiction in the territory; 4) in dealing with the advertising material, the Publisher will not cause the advertising material to become subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising material to be erased, corrupted or become inoperable or incapable of processing or affect operations of any other systems; and it will not sublicense its rights or obligations hereunder except as expressly provided hereunder or otherwise with advertiser's prior written approval.

The Company represents and warrants to the Publisher that:
1) it has full legal right, power and authority to enter into this Agreement and perform its obligation hereunder; and 2) neither the Company's execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Company is bound; and 3) it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules and regulations in the territory and the rules, policies and procedures of each country's applicable game ratings organization and any other similar organization in or having jurisdiction in the territory; and
4) the advertising material provided by the Company will not be subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising material to be erased, corrupted or become inoperable or incapable of processing or affect operations of any other systems.

7. Term and Termination of Agreement

7.1. This Agreement shall commence upon the date that the IO is executed by both Parties hereto and shall remain in full force and effect until terminated as set forth hereunder. Upon termination or expiration of the Agreement for any reason:
the Company will pay to the Publisher all amounts then due and owing as of the termination date within thirty (30) days upon the receipt of the invoice. In case of pre-payment all unspent funds are subject to refund to the Company within thirty (30) days after the end of Campaign;
any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
any and all Confidential Information or proprietary information of either party that is in the other party's possession or control must be immediately returned or destroyed. Notwithstanding any termination of the IO, any provisions of the IO that may reasonably be expected to survive termination of the IO, shall survive and remain in effect in accordance with their terms.