Definitions:

1. Company (“We”, “Us”) – hereinafter means a legal entity .
2. Website – means the Company’s website that allows Advertisers to interact with the Publishers.
3. Resource – a source that is used by Publishers for traffic generation.
4. Campaign – means certain actions set up by the Advertiser to increase traffic to the Advertiser’s or its affiliate website, sales and/or attraction of new customers.
5. Party - means a party to this Agreement.
6. Advertiser – means one or more customers of the Company which creates an Advertising Material, and authorizes the Company as its intermediary to include itself into rotation on the Company's advertising formats.
7. Advertiser Account – account at the website where the Advertiser can deposit funds, monitor and manage advertising campaigns.
8. Publisher Account – account at the website where the Publisher can monitor the performance of his traffic.
9. Advertising Material (Ad) – means texts, URLs, graphics, logos, designs, trademarks and copyrights for any type of advertising created by the Advertiser.
10. Publisher – means one or more customers of the Company responsible for the distribution of an online Advertising Material on its resource.
11. Publisher’s Website - means the space, including but not limited to the homepage, website, etc., where the Publisher includes or customizes its advertising material.
12. PPL (pay per lead) - is an online pricing model where the Advertiser pays for various required actions of Internet users.
13. CPC (cost per click) - is an online pricing model where the Advertiser pays the Publisher when the ad is clicked.
14. CPM (cost per mile) - is an online pricing model where the Advertiser pays for an advertisement impression.
15. Company’s Network – means the advertising network owned and operated by .
16. Ad Network – service that places advertisements on Websites, which includes an advertising software that has been licensed to the Company and which the Company hereby sublicenses to Publishers and Advertisers participating in the Company’s Network subject to this Agreement.
17. Effective Date – means the date of adoption by the Advertiser terms of this Agreement or in the absence of its signature, the date when the Advertiser set up the Advertiser Account with .
18. Company’s Ads Network Property – means any website, application, content, property or any other media owned, operated, or provided by the Company.
19. Confidential Information – includes any information, whether provided in written, oral, visual, electronic or other forms, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (a) all information marked as “Confidential” or similar legend by the Disclosing Party when given to the Receiving Party; and (b) information and data provided by the Disclosing Party, which under the circumstances of the disclosure should be reasonably deemed confidential.

The Service:

1. Our Company provides Advertisers an opportunity to place their Ads on Publishers’ web pages.
2. In order to become the Advertiser, one must register by contacting our Company directly, and not use any aliases or other means to mask one’s true identity or contact information. After the application's review, the Company will notify you of your acceptance or rejection as the Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. The Company reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at sole discretion.
3. By filing your account application or registering as the Advertiser you confirm your understanding and unreserved acceptance of the present Agreement and terms and conditions, including, but not limited to, the Privacy Policy, and confirm You are a duly authorized signatory, have full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
4. Our Company has the following Non Acceptable Business rules for Advertisers:
   • Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
   • Where there is knowledge or suspicion of money laundering or terrorist financing;
   • Where it is known or there are reasonable grounds for suspicion that a crime has taken place;
   • Where the client or any of the client’s associated parties are subject to any sanctions;
   • Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
   • Produces/publishes racist/pressure group/extremist materials and etc.;
   • Regulated entities that do not have the appropriate licensing;
   • Political organizations.
5. Company’s Network is a service provider and has no effective knowledge about the content on the Publisher's Website(s) and/or the Advertising Material created by the Advertiser(s), which is published on the Publisher's Website(s). Publishers and Advertisers are the only responsible parties for such content and will always hold the Company harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal with your manager, so we can remove and prevent access to it.
6. The Advertiser understands and accepts that the Company does not allow and prohibits the multiple account opening for each Advertiser. The Advertiser agrees not to fill in an account application and/or register as an Advertiser more than one time and/or hold more than one account for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Advertiser by the Company.
7. In any case where our Company identifies multiple account applications/registrations/openings/holdings of the Advertiser through the use of any technology or through other means available for and/or acceptable by the Company only, our Service may forbid access to and/or suspend and/or ban and/or close any such multi-accounts and/or the main account of the Advertiser and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion by our Company, regardless of the reason/purpose that such multi-account applications/registrations/openings/holdings were created.
8. If the access to the only and/or any account of the Advertiser is forbidden, and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Advertiser understands and agrees that he/she is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any new account for the same reason and/or for any other prohibited/non accepted activity.
9. Our Company may allow multi-account applications/registrations/openings/holdings for the Advertiser if this is specifically and clearly predefined as accepted/permitted in any specific marketing program/project and/or offer and/or in exceptional cases, at any time and for any reason our service considers acceptable and solely at its own discretion if the Advertiser submits such request by sending an email to [email protected].
10. You may not transfer your account to anyone without explicit written permission of our Company and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Our Company cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
11. Our Company will report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on.
12. We do not guarantee: (a) the placement, positioning or the timing of delivery of any Ad, or (b) the number (if any) of any impressions, publications, conversions or clicks on any Ads in any Company's Network Property.

Fees and Payment:

All statistics for the purposes of billing and general delivery reporting are based on the Company reporting system.

1. Use of the Service shall be carried out on a daily basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (the “Reporting Period”).
2. Rates for advertising campaigns are calculated on the basis of its pricing model, frequency of impressions, ads placement, number of acquisitions, GEOs and other campaign terms.
3. The Сompany uses a CPC (cost per click) model of payment for services provided for Advertisers.
4. If the Advertiser believes that there is a discrepancy in the Company’s reporting system (stats) for Reporting Period, the Advertiser must provide the Company with a reasoned report of such discrepancy within three calendar days from receipt of Company’s server reports in the relevant Reporting Period. Otherwise, the Company shall not be liable for such discrepancy, services shall be deemed rendered, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then the Company reporting system shall prevail.
5. The Company provides the ability to perform payments by using various payment service providers. Advertisers shall have the right to select any payment service provider available. You agree that the Company is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to the Company include the above-mentioned fees and commission, if applicable.
6. The Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on Company’s income. The Advertiser shall indemnify the Company against all losses suffered or incurred by the Company arising out of or in connection with any payment made to the Company.
7. The Advertiser should solely set up all spending limitations and budget of its Ad campaign. So an Advertiser has to control spendings of its advertising budget and undertakes to notify the Company in writing about further actions to optimize such campaign.
   All the Services provided by the Company should be prepaid by the Advertiser on the base of the invoices, issued by the Company.
8. The Advertiser acknowledges and agrees that any billing and payment information that the Advertiser provides to may be shared by with companies who work on the Company’s behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to the Company and serving customers account.
9. The Company shall not be liable for any use or disclosure of such information by such third party.
10. The Advertiser shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, Account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad Unit served), and shall be liable for any payments due in connection with the completed transaction.
11. The Advertiser acknowledges that:
    • all executed transactions are final;
    • notification of Buyer Errors must be reported by the Advertiser within 24 hours;
12. The Company reserves the right to terminate the Service, withhold payment at any time and terminate the present Agreement without liability to the Advertiser in case of a material breach of this Agreement by the Advertiser or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in Section 9 of this Agreement shall be deemed a material breach of this Agreement.
13. The Company shall have the right to adjust your account balance in the case of (a) necessity to pay bonuses, (b) to deduct transaction fees, (c) due to technical reasons, (d) due to fraudulent activity, (f) upon additional agreement by the Parties.

Publisher Earnings

1. Cost of using a Service depends on the amount and scope of advertising campaigns carried out on Publishers websites during the reporting period based on ads placements generated by the Company’s system (stats), available in the Publisher’s personal account. All reported statistics for the purposes of billing and general delivery reporting are based on the Company's reporting system only.
2. The Сompany uses a PPL (pay per lead) model of payment for Services provided by Publishers.
3. Our Company is entitled to make adjustments in the Publisher’s account in one of the following cases:
   • To pay promotions and bonuses
   • Due to technical reasons
   • Due to Publisher’s fraudulent activity
   • On the basis of additional agreements with Publisher
   • Due to the Advertiser’s complaints or refunds

Limited Warranty

1. Except for the express warranties set forth above and to the extent permitted by law the Company expressly disclaims all other warranties of any kind with respect to the Service, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the Services will be uninterrupted, completely secure and/or free of software errors.
2. The Company furthermore expressly disclaims any responsibility in relation to (a) any claims made in relation to Ads and Campaigns or (b) any claims made in relation to the publication of any such Ads, campaigns or Contents on any websites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.

Advertiser’s Representations and Warranties

1. Each party will make every effort to uphold the highest ethical and commercial standards. If our Company requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation, the Advertiser will promptly comply with such request.
2. In case of violation of its obligations under the present Agreement by the Advertiser, our Company reserves the right to stop providing services and withhold Advertisers’ remuneration or account balance or fine.
3. The Advertiser accepts and acknowledges the full responsibility in the event that the Advertising Materials in a Campaign would be deemed invalid or illegal in any applicable jurisdiction.
4. Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party’s liability for fraud.
5. Hereby the Advertiser represents and warrants that it have all necessary rights, permits and licenses to start and manage ad campaigns and to display Advertisement and operate its websites and business activities in the selected jurisdictions. In case of breach of this obligation, our Company may terminate this Agreement at any time without prior notice, withhold any remuneration or account balance and claim for compensation of incurred losses and damages.
6. The Advertiser undertakes to ensure that its servers support the traffic directed to Campaigns through our service. Anyway, our Company takes no responsibility for all the consequences in case Advertiser’s servers cannot support the traffic directed to its website.
7. The Advertiser hereby agrees not to use the Company’s system interface, available to the Advertiser in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party.
8. Hereby the Advertiser agrees not to grant any third parties the opportunity to place Ads that violate the requirements of the legislation, as well as ethics and morality rules. The Advertiser shall bear all the expenses and losses incurred from its illegal use of copyrighted materials (including Ads, trademarks, etc).
9. The Advertiser warrants not to use automated tools, including robots, scripts, or spiders, for generation of the inquiries or gather information from the interface of the Company’s Network.
10. Hereby the Advertiser warrants that it will not use the Company's Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.
11. The Advertiser guarantees NOT to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in the Company’s Network, Services.
12. Hereby the Advertiser irrevocably authorizes our Company to transfer a request received by us to provide information for the payment directly to the Advertiser’s financial institution available.

Fraudulent Activity

The Advertiser is expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or exceed its permitted access to the Company's Website.

Rejection of Campaign Content

Our Company has, in its sole discretion and without any liability, the right to deny any Advertising Material that includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples:

1. illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);
2. racial, ethnic, political, hate-mongering or otherwise objectionable content;
3. violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
4. illegal substance;
5. drugs or any related paraphernalia;
6. adware, malware, viruses, phishing offers;
7. creatives should not contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;
8. purchase of weapons/military equipment;
9. false or deceptive investment advice, and others;
10. fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
11. Etc.

Non-Solicitation

The Advertiser hereby agrees not to contact websites in the Company’s Ads Network in order to purchase advertising space from it or engage in practice that would be deemed competitive to the efforts of the Company in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.

Cancellation

1. Either party may cancel the Campaign and terminate the present Agreement with 48 hours’ written notice to the other party.
2. The Company shall be entitled, with immediate effect, to stop the Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) the Advertiser uses the Service in a manner that entails the perpetration of a crime; (b) the Advertiser uses the Service in a manner that occasions losses or the risk of loss for the Company or any third Party; (c) it may be reasonably assumed that Campaign violates governing law; (d) notwithstanding reminders, the Advertiser fails to pay agreed fees or any other remuneration to the Company within a stated time; (e) the Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) the Advertiser is placed into insolvent liquidation or is otherwise insolvent. In this case, the Company shall have the right to block your account immediately and to withhold the remaining funds at your account as a fine.
3. This Agreement will be blocked when the Advertiser’s Account has not been in use for more than three months. The Advertiser will receive a notification informing that its account is blocked due to “Inactive account status” at account login. After deactivation, The Advertiser will have 90 calendar days to restore the account. If an account is not reactivated within 90 calendar days it will be deleted without option to restore it.
4. If an account balance is 0 USD, the system will automatically block it, if otherwise not agreed by the Parties. If an account balance is above 0 EUR, the remaining funds will be fully deducted from the account.
5. The Advertiser acknowledges and agrees that in the case of its account being deleted for any reason it doesn’t mean that user data would be erased too.

Intellectual property

Hereby we grant you a non-exclusive, non-transferable, revocable right to use the Company’s Service solely in accordance with the terms of this Agreement.

Entire Agreement and Variation

1. We reserve the right to amend the terms and conditions of this Agreement at any time unilaterally. The Advertiser shall be informed of such amendments by relevant notice in personal account or through the information being made available on the Company’s website. The Advertiser shall be deemed to have received such notice within two weeks of the notice being sent by e-mail or made available in Advertiser’s personal account on our Company’s Website. Where the Advertiser does not accept the amendment, the Advertiser shall be entitled, within thirty calendar days from the date of dispatch of the e-mail or, where appropriate, thirty calendar days from the amendment being published on the website, provided that the changes have an adverse effect, that could not be considered as minor, on the Advertiser, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Advertiser within the aforementioned time, the Advertiser shall be deemed to have accepted the new terms and conditions.
2. The Advertiser acknowledges and agrees that in entering into this Agreement it has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, and that it will not have any right or remedy rising out of any representation, warranty or other statements not expressly set out in this Agreement.

Force Majeure

1. The Force Majeure events are understood as events that occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of the present Agreement or other terms and conditions agreed by the Parties.
2. The circumstances of Force Majeure include such events as war, mobilization, epidemic, fire, natural disasters, traffic accidents and changes in legislation. The list above is not exhaustive.
3. If provisions of Services has been postponed due to the Force Majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the Force Majeure commencement within five calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within three calendar days.