Advertiser terms

AFFILIATE NETWORK MARKETING TERMS & CONDITIONS APPLICABLE TO ADVERTISERS

These Affiliate Network Marketing Terms & Conditions Applicable to Advertisers (hereinafter referred to as the “Terms”) between Desert Media (“Company”) and Advertiser.

PREAMBLE

Under these Terms, Company provides Advertiser access to its group/network of associated Affiliates (as defined below) who can offer Advertiser to generate traffic or leads to Advertiser’s online store, products or services (“Affiliate Network”).

Whereas, Company acts as a third party intermediary between (a) publishers/individuals/legal entities (third parties to these Terms) which/who are registered members of Company’s Affiliate Network (“Affiliate(s)”) on the one hand, and (b) advertisers/merchants on the other hand.

Whereas, under these Terms, Advertiser wishes to promote Advertiser’s digital products and online store on Affiliates’ website/platform/media so as to reach a larger audience/target market.

Whereas, Advertiser wishes to appoint the Company for the purposes of Advertiser being provided by the Company with the Services (as defined below) on a Cost Per Action (as defined below) basis and subject to the terms and conditions of these Terms.

Now therefore, in consideration of the above recitals and the mutual promises and conditions contained in these Terms, the Parties (the “Parties”) agree as follows:

DEFINITIONS

“Advertiser” shall mean the company identified in the preamble of these Terms.

“Affiliate” shall mean any publisher/individual/legal entity which/who is registered as a member of Company’s Affiliate Network.

“Affiliate Network” shall mean Company’s group/network of associated Affiliates offering Advertiser to generate traffic or leads to Advertiser’s online store, products or services.

“Commission” shall mean the fee payable by Advertiser to Company for the Services (as defined below) provided by Company to Advertiser, as further detailed under the applicable Insertion Order (as defined below).

“Company” shall mean the company identified in the preamble of these Terms.

“Confidential Information” shall mean all non-public information disclosed by Company, its agents, employees, contractors, consultants and/or other representatives to Advertiser, whether orally or in writing, that is marked or otherwise designated as “Confidential” or “Proprietary” or that should reasonably be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosure.

“Cost Per Action” shall mean the method of pricing whereby Advertiser pays Company a Commission (as defined below) only after the occurrence of a specific action/event, as further detailed under the applicable Insertion Order (as defined below).

“CPA” shall mean Cost Per Action.

“Insertion Order” shall mean the applicable insertion order form filled out by Advertiser and which is signed by Company and Advertiser. Each applicable Insertion Order shall further describe the Services to be provided by Company to Advertiser, as well as the specific services provided by Affiliate(s) to Advertiser under the separate/distinct service agreement(s) [as mentioned under Section 2.1(iii)] entered into between Advertiser and Affiliate(s).

“Intellectual Property Rights” shall refer to all Company’s patent rights, rights to inventions, utility model rights, copyrights, domain name rights, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Company’s Confidential Information (including know-how and trade secrets) and any other intellectual property rights, statutory or otherwise, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Leads” shall mean the number of new customers/users/visitors to Advertiser’s online store/website/platform, who have been referred to Advertiser’s online store/website/platform by Affiliate(s), as further detailed under the applicable Insertion Order (as defined below).

“Marketing Content” shall mean any content/information/materials provided by Advertiser to Company or Affiliates (including, without limitation, text, images, banners, logos, videos, audio clips, and other materials) for the purpose of Advertiser’s promotion of Advertiser’s online store, products or services.

“Party” shall mean either Company or Advertiser.

“Parties” shall mean Company and Advertiser.

NON-EXCLUSIVE APPOINTMENT

  1. Advertiser acknowledges and agrees that Advertiser’s access to Company’s Affiliate Network and use of the Services (as defined below) are subject to Advertiser’s agreement to and execution of these Terms.
  2. Subject to the terms and conditions of these Terms, Company undertakes to provide Company’s Affiliate Network and the Services (as defined below) to Advertiser on a non- exclusive basis, and reciprocally, Advertiser agrees to pay Company the Commission (as defined below) in accordance with the applicable Insertion Order (as defined below).
  3. No Exclusivity. Advertiser acknowledges that Company reserves the right to provide other advertisers with access and use of the Affiliate Network and Services (as defined  below). As such, Company shall not be prohibited from providing other advertisers with products or services, which competes with Advertiser’s product, service or business.

SERVICES

  1. Under these Terms, Company shall:
    1. provide Advertisers with access to Company’s Affiliate Network;
    2. provide Advertisers with online marketing services on a cost-per-action basis, as further defined under the applicable Insertion Order (as defined below); and
    3. act as a third party intermediary and as such facilitates the entering into of one or several separate/distinct service agreement(s), as further detailed under the applicable Insertion Order (as defined below), between
      1. Advertiser (who/which wishes to convert traffic to Advertiser’s online store into sales) on the one hand; and
      2. Affiliate(s) (who/which use Advertiser’s Marketing Content (as defined below) to drive traffic to Advertiser’s online store) on the other hand,(collectively the “Services”).
  2. Subject to the terms and conditions of these Terms, Company shall use commercially reasonable efforts to provide Advertiser with access to the Affiliate Network and Services as specified under the applicable insertion order form filled out by Advertiser and which is signed by Company and Advertiser (“Insertion Order”). Each applicable Insertion Order shall (a) further describe the Services to be provided by Company to Advertiser, (b) further describe the specific services provided by Affiliate(s) to Advertiser under the separate/distinct service agreement(s) [as mentioned under Section 2.1(iii)] entered into between Advertiser and Affiliate(s), and (c) identify the relevant Commission (as defined below) structure, delivery time, geographical area, target market, payment terms, and any other applicable specific terms and conditions.
  3. Whilst Company shall endeavour to assist Advertiser in connecting with Affiliates, Company does not offer any guarantees/warranties with regards to any services/products provided by such Affiliate to Advertiser. Advertiser hereby acknowledges and agrees that:
    1. Advertiser is solely accountable for any and all materials/data distributed or presented on its e-commerce platform/site.
    2. Advertiser shall bear the sole responsibility for the precision of the Marketing Content they create.
    3. Advertiser is solely responsible for any decisions made in regards to the Services, or any significant alterations to their business that arise from their Marketing Content.
    4. Advertiser is solely accountable for any decisions made in connection with their business or any action or inaction while utilizing the Affiliate Network and Services. The consequences of these choices are exclusively their own responsibility.
    5. Company shall not bear any responsibility for any outcomes, effects, or repercussions that may arise from Advertiser’s utilization of the Affiliate Network and Services.
  4. Advertiser agrees to absolve Company of any liability for any legal action taken by a third party against Advertiser resulting from fraudulent traffic directed to Advertiser’s online store. In such a situation, Company may, at its own discretion, provide Advertiser with either a reduction in the Commission (as stipulated) due to Affiliate and payable to Company, or a credit note, provided that sufficient evidence (verifying the fraudulent nature of the traffic) is presented by Advertiser to Company.

INSERTION ORDER

  1. Subject to the conditions set forth in these Terms, Company shall make every effort to provide Advertiser with the Services and Affiliate Network corresponding to an accepted Insertion Order. Company will use commercially reasonable means to fulfill its obligations under the Insertion Order.
  2. Advertiser commits to furnishing Company with all required information and details as outlined in the applicable Insertion Order, such as but not limited to Advertiser’s banking particulars.
  3. Advertiser acknowledges that Company does not provide any assurances with regards to the presentation, positioning, or timing of the delivery of Advertiser’s Marketing Content. Additionally, Company does not guarantee the volume, quality, or click-throughs for Advertiser’s Marketing Content. The promotion, placement, and dissemination of Advertiser’s Marketing Content is at Company’s sole discretion, unless otherwise specified in an applicable insertion Order.
  4. Order of Precedence. In the event that any provision in these Terms and Conditions is at odds with any provision in an applicable Insertion Order, the provision(s) of these Terms and Conditions shall take precedence and supersede any conflicting provision(s) of the relevant Insertion Order.
  5. Company reserves the right to reject, suspend or cancel any:
    1. Insertion Order;
    2. of Advertiser’s Marketing Content (defined below) which in the opinion and/or sole discretion of Company is not deemed suitable and appropriate for publication for any reason or no reason at all, or which may expose Company to criminal, civil, and/or any other form of liability; or
    3. order/request made by Advertiser, if in Company’s opinion such order/request is deemed to be offensive or objectionable.

RESPONSIBILITIES OF THE PARTIES

  1. Company’s Responsibilities. Subject to the provisions and conditions of these Terms, Company agrees to supply Advertiser with access to the Affiliate Network and Services in accordance with the terms and conditions of these Terms and the applicable Insertion Order. Company reserves the right to refuse Advertiser access to the Affiliate Network and Services whenever (a) Company decides, in its sole discretion, that Advertiser does not abide by these Terms, any applicable law, or (b) in order to safeguard Company’s privileges, property, and interests.
  2. Advertiser’s Responsibilities. Subject to the provisions and stipulations of these Terms and any applicable Insertion Order, Advertiser consents to:
    1. Access the Affiliate Network and take advantage of the Services in line with these Terms;
    2. Provide any content/information required by an Affiliate and/or used for the provision of Services so as to enable potential customers/leads to make an informed decision before contacting and/or purchasing Advertiser’s digital products; 
    3. Be solely responsible for the quality, quantity, merchantability, fitness for its intended purpose, guarantee and any warranty in respect of Advertiser’s digital products listed on Advertiser’s online store; 
    4. Abide by all applicable laws while undertaking promotional activities;
    5. Obtain all requisite paperwork, data, resources, approvals, consents and entitlements necessary for the sale/purchase/promotion of Advertiser’s digital products and Advertiser’s information/content, to enable Company to give Advertiser the Services required.
    6. Be responsible for creating any of the Advertiser’s Marketing Content and ensuring the correctness of all the information within it;
    7. Not offer any Advertiser’s digital products, which are illegal or prohibited to sell, export or offer in any way under any applicable domestic law where the product is offered; 
    8. Be solely accountable for any disputes or disagreements that may arise between any customer/prospective customer and Advertiser;
    9. Be responsible at all times for compliance with all applicable laws and regulations including but not limited to local, state and federal taxes; 
    10. Be solely answerable for any and all claims, injuries, damages, losses, or incidents caused by Advertiser’s digital products to customers or any other individual.
    11. Maintain applicable insurance coverage for Advertiser’s business in general; 
    12. Provide Company with accurate and complete information and content so as to assist Company to successfully perform the Services under these Terms and any applicable Insertion Order; 
    13. Keep precise and updated accounts and financial records of all sales generated through Affiliates taking part in Company’s Affiliate Network that have been generated through leads sent by them.
    14. Pay the Commission, as agreed by the Parties, in a timely manner and in accordance with the terms and conditions of the pertinent Insertion Order; and
    15. Ensure that all data related to the Advertiser’s online store is consistently accurate and current.
  3. Advertiser acknowledges that Company, as a third party intermediary, is not involved in any of the activities, content, transactions, service agreements or related disputes between Advertiser and Affiliate. Affiliate is solely responsible to Advertiser for any and all actions, inaction and business decisions taken by them in providing services to the Advertiser. Company does not bear any liability for such matters.
  4. Advertiser acknowledges that the digital products listed on their online store are either solely owned/provided by Advertiser or their third-party providers, partners, or licensors. Company recognizes that it is merely a third-party intermediary, facilitating the marketing and promotion of Advertiser’s digital products through an Affiliate. Company does not take responsibility for the suitability of Advertiser’s digital products, such as design, function, quality, condition, availability, and any technical issues that may arise.
  5. Restrictions. Advertiser shall not:
    1. Create a service offering that is similar to or based on the Company’s Services, and one that will compete with the Services provided by the Company to the Advertiser hereunder.
    2. License, resell, rent, lease, transfer, distribute, or otherwise commercially exploit the Services or Company’s Affiliate Network.
    3. Reproduce, develop a variation of, reverse engineer, reassemble in reverse, take apart, or decode the Services or any portion thereof, or otherwise try to uncover any source code of any software provided by Company to Advertiser, or alter the Services;
    4. Interfere with any tracking code used to monitor actual sales, aiming to manipulate the Advertiser’s tracking system to record fewer sale transactions than there actually are.
  6. Each Party undertakes to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

ADVERTISER’S MARKETING CONTENT

  1. Advertiser hereby grants to Company (and its Affiliates) a non-exclusive, worldwide, royalty free license and right to utilize, perform, represent, transmit, adjust, copy and distribute the advertisement/marketing material used to promote Advertiser’s brand, products or services, including but not limited to all content, trademarks, images, trade names, brand features and any trademark, logos, and graphics of the Advertiser (collectively “Advertiser’s Marketing Content“) in line with the relevant Insertion Order and these Terms.
  2. Advertiser warrants and represents to Company that the Advertiser’s Marketing Content shall not:
    1. Fail to adhere to any applicable laws, regulations, or rules in the countries where the Advertiser’s Marketing Content is being advertised.
    2. Disregard or work around any applicable laws or regulations related to providing skill-based games, sweepstakes or other promotional activities.
    3. Utilize this website to infringe upon, harm, or otherwise encroach upon any third party’s copyright, trademark, trade name, trade secret, or other type of intellectual property.
    4. Post any false or misleading advertising material or any kind of machine-readable code, including, but not limited to, any computer virus, Trojan-horse, or other self-executing program.
    5. Contain any material that could be classified as slanderous, indecent, deceptive, fraudulent, or otherwise unacceptable;
    6. Modify, delete, conceal, disable or make ineffective any tags, source codes, links, pixels, modules or other data that has been supplied by or obtained from Company.
    7. Contain any viruses, worms, spybots, keyloggers or any other form of malware.
  3. For the avoidance of doubt, Company shall not be held liable for:
    1. Any direct or indirect damage caused by or resulting from the inappropriateness or unlawfulness of Advertiser’s Marketing Content, whether foreseeable or not, is not condoned.
    2. The details within Advertiser’s Marketing Content, as provided by Advertiser.

COMMISSION, INTERMEDIARY FEE AND TAXES

  1. Commission. In consideration of the Services provided by Company to Advertiser, Advertiser acknowledges and agrees to pay Affiliate, through the Company, a commission fee (“Commission”) in accordance with a cost per action marketing and pricing basis whereby the Affiliate (via the Company) shall only be entitled to Commission if both (i) a customer/lead is directed by the Affiliate (participating in Company’s Affiliate Network) to Advertiser’s digital products and online store; and (ii) a desired transaction is completed as further described under the applicable Insertion Order (“Cost Per Action”).
  2. Intermediary Fee. Advertiser acknowledges that as a facilitating intermediary/entity which is only a third party to any transaction between Advertiser and Affiliate, Company shall collect an intermediary fee consisting of a pre-determined percentage of the total Commission (“Intermediary Fee”) prior to Company making payment of the Commission (less/minus the Intermediary Fee) to Affiliate in accordance with Section of these Terms.
  3. Within five (5) business days following the end of each billing period specified in the correlating Insertion Order, Advertiser shall supply Company with a written statement containing all data and statistics pertaining to any sales generated through the assistance of Affiliate(s) and the Company’s Services.
  4. All payments of Commission due to Company, following these Terms shall be made by Advertiser free of any deductions, set-offs, or withholdings, except where otherwise required by applicable law.
  5. Unless otherwise agreed to in writing by the Parties, the Commission will be paid to Company by Advertiser via a bank transfer and in accordance with the payment terms agreed to in the Insertion Order applicable to this matter.
  6. In the event, Advertiser does not pay Company the Commission on time, Company may in its sole discretion, immediately (and temporarily) suspend the provision of the Services without incurring any liability towards Advertiser.
  7. Taxes. Advertiser shall indemnify Company from and against any and all third-party (Government) claims to collect taxes (including any interest and penalties), payments, or fees required to be paid by Advertiser to a third party (Government) for the purchase of the Services. Advertiser shall be held personally responsible for bearing, remitting, and paying any and all taxes, which may include sales, use, value-added, consumption, excise, gross receipts, or other similar taxes.

REPRESENTATIONS, WARRANTIES & DISCLAIMERS

  1. Company guarantees that it will provide the Services with the utmost care and professionalism, in compliance with all applicable laws, and through personnel qualified and experienced in the provision of such Services. Company will ensure that it will secure any and all necessary licenses, authorizations, and permits required for the Services to be provided.
  2. Mutual Representations. Each Party hereby warrants and represents to the other Party that they are a duly incorporated business, validly existing and in good standing according to the laws of their respective jurisdiction of incorporation. Further, both Parties have the requisite corporate power, financial capacity, and authority to execute, deliver, and perform their respective obligations under these Terms, and the execution, delivery, and performance of these Terms shall constitute a legal, valid, and binding agreement of each Party. Additionally, no consent, approval or withholding of objection is required from any entity, including any governmental authority, for either Party’s entering into these Terms.
  3. Disclaimers. Unless otherwise provided under these Terms, the Services and Affiliate Network shall be provided by Company to the Advertiser on an “as is,” and “as available” basis, with all faults, defects, bugs, and errors.
  4. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO ADVERTISER’S ACCESS AND USE OF THE AFFILIATE NETWORK AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
  5. Company does not guarantee that (i) the Services will meet Advertiser’s requirements and expectations, (ii) Advertiser’s access to and utilization of the Affiliate Network and Services will be without interruption, timely, secure or without errors, or (iii) any flaws in the Affiliate Network and/or Services will be addressed.
  6. Company does not provide any assurance that Advertiser will obtain any commercial success or revenue as a consequence of accessing or utilizing the Affiliate Network and Services. Consequently, Company shall not be held accountable for any failure or damages incurred by Advertiser as a result of their use or inability to use the Affiliate Network and Services.

TERM AND TERMINATION

  1. These Terms shall commence on the date of the first Insertion Order and shall continue until the expiration of the last Insertion Order (as may be renewed by the Parties) and/or the expiration of any applicable Insertion Order (“Term”).
  2. Termination for Convenience. Company may terminate these Terms for any reason, at any time, upon thirty (30) days written notice to Advertiser.
  3. Termination for Cause. Either Party may terminate these Terms in the event of a material breach by the other Party if the breaching Party has not cured/remedied such breach within five (5) calendar days of receiving a written notice from the other Party describing such material breach.
  4. Upon the termination of these Terms, all payment obligations of Advertiser shall be extinguished, except for those incurred prior to such termination. All rights and licenses granted hereunder shall then immediately expire, and each Party must return or destroy any property or Confidential Information belonging to the other Party. Any applicable Insertion Order shall terminate, unless otherwise agreed upon by the Parties, and Company must immediately cease the Services and delete any landing pages pertaining to Advertiser’s Marketing Content.

CONFIDENTIALITY

  1. Confidential Information. Each Party acknowledges and agrees that all business and technical information provided to it by the other Party pursuant to these Terms constitutes confidential and/or proprietary information of the other Party (“Confidential Information”). Confidential Information shall include (a) each disclosing Party’s oral, written or recorded confidential and/or proprietary information about or related to the disclosing Party or its business; (b) the terms and conditions of these Terms (c) any information or materials a Party provides to the other.
  2. Use of Confidential Information. Each Party represents and warrants to the other Party that it shall not use the other Party’s Confidential Information for any non-expressly authorized purpose, or disclose such Confidential Information to any third party except for attorneys, accountants, auditors, and/or the third party contractors, provided that such third parties have reason to know such Confidential Information and are bound by confidentiality, non-disclosure and non-use obligations (which shall not be waived) at least as protective as the obligations provided under this Section 9. 
  3. Furthermore, Confidential Information shall not be disclosed by each Party, unless such disclosure is:
    1. necessary in order for each Party to perform its obligations or enforce its rights under these Terms or as required by law,
    2. to the extent a Party obtains prior written approval from the other Party, and/or
    3. to the extent a Party is legally compelled to disclose such Confidential Information by the valid order of a court of competent jurisdiction. Under such circumstances a Party, shall (a) notify the other Party as promptly as practicable prior to making any disclosure, and (b) endeavour to protect such Confidential Information from unnecessary disclosure.
  4. Notwithstanding Section 9.1, Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms; (ii) is rightfully received from a third party under no obligation of confidentiality who did not acquire or disclose such information through a wrongful or tortious act; (iii) can be shown by documentation to have been developed by the receiving Party without reference to any Confidential Information, (iv) or any information that is shared between Parties, based on 11, DATA PROTECTION or 12,  COMPANY’S INTELLECTUAL PROPERTY. The burden of proof with respect to establishing that any of the foregoing exceptions applies is on the receiving Party.
  5. Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure of Confidential Information, which measures shall be no less than reasonable care and shall include all of those measures that the receiving Party uses to protect its own Confidential Information. For the avoidance of doubt, each Party shall be responsible to the other Party for the actions or omissions of its employees, attorneys, accountants, auditors and/or third party contractors if such actions or omissions result in a breach of this Section 10.
  6. Upon written request of a Party or upon the termination of these Terms, each Party shall return and/or destroy all the other Party’s Confidential Information, and any copies thereof, in any medium or format which are in such Party’s possession or control.
  7. The provisions of this Section 10 shall continue indefinitely, notwithstanding the termination of these Terms for any reason.

DATA PROTECTION

  1. Advertiser shall ensure that Advertiser:
    1. The Company has obtained and will continue to obtain all necessary rights, permissions, and authorizations that may be required from any third party for the purpose of securely processing data in relation to the Services as specified in these Terms.
    2. complies with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.
  2. Advertiser agrees to Company providing only pertinent information about Advertiser to the Affiliate (such as the landing page for Advertiser’s Marketing Content and the Advertiser’s name), strictly for the purposes of delivering the Services and Affiliate Network.

COMPANY’S INTELLECTUAL PROPERTY

  1. Advertiser acknowledges and agrees that Company is and shall remain the sole and exclusive proprietor of all Intellectual Property Rights relevant to the Services. Advertiser is not permitted to utilize Company’s Affiliate Network and Services for any purpose that has not been expressly authorized or declared in these Terms. These Terms do not constitute a grant, conveyance, or bestowal to Advertiser of any right, entitlement, patent, licence, copyright, design licence, or any other Intellectual Property Rights that may presently exist or be created in the future. Moreover, Advertiser acknowledges that nothing in these Terms shall be interpreted as Company waiving, transferring, or granting any such Intellectual Property Rights to Advertiser.
  2. Advertiser shall be the exclusive proprietor of all of Advertiser’s intellectual property rights in their Marketing Content. Company may not utilize any of Advertiser’s intellectual property rights for any other purpose, other than those specified within these Terms, and only with the prior written consent of Advertiser.

INDEMNIFICATION

  1. Each Party agrees at all times to indemnify, defend, and hold harmless the other Party and its (group) affiliates, and each of their respective shareholders, directors, officers, employees, agents and representatives (“Indemnified Parties”), from and against any and all third party claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of, related to or resulting from any breach or alleged breach of these Terms by the indemnifying Party.
  2. Company shall furthermore indemnify and safeguard Advertiser and its Indemnified Parties from any third party claim (i) caused by the Services and Affiliate Network provided by Company; and/or (ii) deriving from the Services infringing or transgressing any applicable law or right of any third party (including any copyright, trademark, or patent right).

LIMITATION OF LIABILITY

  1. Neither party shall be responsible for any type of indirect, special, exemplary, incidental, or consequential loss or damage, or any lost profits, savings, or losses of revenue suffered by the other party that arises from, or is in any way connected to, these Terms, the performance by Company of the Services, and/or the Affiliate Network.
  2. The total liability of the company to the Advertiser under these terms, whether in contract, tort or otherwise, shall not exceed five thousand US Dollars ($5,000) and shall serve as a substitute for and exclude all other implied conditions and warranties as defined by applicable law.

NO AGENCY, PARTNERSHIP, OR EMPLOYMENT RELATIONSHIPS

Advertiser acknowledges that Company is merely a service provider. Accordingly, there is no employment, agency, joint venture, or partnership relationship between Advertiser and Company. The Parties are independent contractors.

NOTICE

Any notification, authorization or other communication required or allowed under these Terms shall be written in English and shall be considered given when (a) personally delivered; (b) sent by verified fax transmission; or (c) sent by commercial courier with written proof of receipt sent back to the sender. Notice, authorization or other correspondence (but not service of process) may also be done via email. Refusal or other rejection to accept or inability to deliver due to a changed address or fax number with no notice given shall be deemed as receiving the notice, authorization or communication sent. Unless and until written notice of alternate names, addresses and fax numbers are provided by either or both parties, the names, addresses and fax numbers for notifications are listed below.

FORCE MAJEURE

Neither Party shall be liable in the event that a Party’s performance of these Terms is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of an Act of God, epidemic, pandemic, labor dispute, unavailability of transportation, governmental restrictions or actions, war (declared or undeclared) or other hostilities, or by any other event, condition or cause which is not foreseeable on the Effective Date and is beyond the reasonable control of the Party. In the event of non-performance or delay in performance attributable to any such causes, the period allowed for performance of the applicable obligation under these Terms will be extended for a period equal to the period of the delay. However, the Party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under these Terms, to remove or overcome the cause of delay. In the event that the performance of a Party is delayed for more than six (6) months, the other Party shall have the right, which shall be exercisable for so long as the cause of such delay shall continue to exist, to terminate these Terms without liability for such termination.

NO WAIVER

Each Party acknowledges that any delay or omission by the other Party to exercise any right, power or remedy under these Terms will not, by itself, constitute a waiver of that right, power or remedy or any other right, power or remedy. Moreover, the waiver or single or partial exercise of any right, power or remedy by either Party hereunder on one occasion shall not be considered a deterrent to a subsequent waiver of any respective or other right, power or remedy at any other time.

SEVERABILITY

In the event that any provision of these Terms is found to be unenforceable or invalid by any applicable law or court decision, such unenforceability or invalidity shall not affect the remainder of the Terms. In such cases, the relevant provisions shall be revised and interpreted in a way that best accomplishes the objectives of the unenforceable or invalid provision within the bounds of applicable law or court decision.

ASSIGNMENT

Neither Party shall be permitted to assign these Terms without the prior written consent of the other; however, either Party may assign their rights and obligations as stated herein without the prior written permission of the other Party to any entity that acquires all, or substantially all, of their assets or shares. The obligations and rights set out in these Terms shall remain binding on successors and assigns of either Party, whether with or without permission.

COUNTERPARTS

This Agreement may be issued in several counterparts, each of which shall be considered an original. The conditions of this Agreement that, as expressly specified in this Agreement, will not be completely fulfilled over the duration of this Agreement, shall survive the termination of this Agreement to whatever extent possible.

ENTIRE AGREEMENT

These Terms and the applicable Insertion Order(s) contain the full and entire agreement between the Parties with respect to the subject matter hereof. They supersede any and all prior negotiations, representations and proposals, written or otherwise, relating to its subject matter.

GOVERNING LAW & JURISDICTION

In the event of any disagreement between the Parties with respect to any aspect of these Terms, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.

This Terms shall be construed and enforced in accordance with the applicable laws of United Arab Emirates.

Court of First Instance located within Dubaithe UAE, shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms. Both Parties hereby submit to the jurisdiction of said Courts for purposes of any such suit or proceeding and waive any claim that any such forum is an inconvenient forum.

WHEREOF by signing up, Affiliate agrees to Company’s Terms & Conditions.

Summary, TL:TR

Effective Date

The date these Terms were entered into.

Commission

The fee payable by Advertiser to Company for the Services (as defined below) provided by Company to Advertiser.

Responsibilities

Each party is responsible for their respective obligations under the contract.

Competition

No service offering that is similar to or based on the Company’s Services.

Restrictions

No infringement, harm, or encroachment on any third party’s copyright, trademark, trade name, trade secret, or other type of intellectual property.

Reputations

No action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party.

Taxes & Payments

Advertiser shall pay Affiliate a commission fee, and Company shall collect an intermediary fee, prior to making payment of the Commission.

Representations, Warranties & Disclaimers

Advertiser warrants and represents that Advertiser’s Marketing Content shall not fail to adhere to any applicable laws, regulations, or rules.

Mutual Representations

Both Parties have the corporate power and financial capacity to execute and perform their obligations.

Disclaimers

Services provided on an ‘as is’ and ‘as available’ basis with all faults, defects, bugs, and errors.

Term and Termination

Term commences upon Insertion Order and may be terminated for convenience or cause.

Confidentiality

Confidential Information shall not be disclosed by either Party except for certain exceptions.

Data Protection

Each Party shall obtain all necessary rights, permissions, and authorizations from any third party for the purpose of securely processing data.

Privacy & Data Protection

Compliance with all applicable privacy and data protection laws.

Intellectual Property Rights

Company retains all intellectual property rights with respect to the Services.

Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party.

Limitation of Liability

Total liability of the Company to the Advertiser limited to $5,000.

Governing Law & Jurisdiction

Governing law is UAE and exclusive jurisdiction is Court of First Instance located within Dubai.

Full and Entire Agreement

Supersede any and all prior negotiations, representations and proposals.

Amicable Resolution

Agreement to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings.