Internet Advertising Terms and Conditions

Introduction

These Internet Advertising Terms and Conditions ("Terms") shall govern the relationship between Nadelir Limited, having its registered office at Ileia 10A, 3115, Limassol, Cyprus ("Nadelir") and Advertiser.

Background

The Nadelir is engaged in the business of digital marketing carrying on its activities either through its own direct efforts, or operating an affiliate network comprised of third-party marketers by and through which the Nadelir has the contractual right to display or deliver advertisement.

The Advertiser wishes to place advertisements on the Internet either by the Advertiser itself or on behalf of Third Parties and to engage the Nadelir for this purpose.

1. Definitions

• "Ad" means any advertisement or series of advertisements for the Advertiser, Third Parties and/or their products and services.
• "Advertising Materials" means artwork, copy, or active URLs for Ads.
• "Affiliate" means entity engaged by the Nadelir for Ads delivery that owns Network Properties.
• "CPA Deliverables" means Deliverables sold on a cost per acquisition basis.
• "CPC Deliverables" means Deliverables sold on a cost per click basis.
• "CPI Deliverables" means Deliverables sold on a cost per install basis.
• "CPL Deliverables" means Deliverables sold on a cost per lead basis.
• "CPM Deliverables" means Deliverables sold on a cost per thousand impression basis.
• "Deliverable" means the inventory delivered by the Nadelir (e.g., impressions, clicks, or other desired actions).
• "Nadelir's Properties" are websites or digital media properties owned, operated, or controlled by the Nadelir.
• "Network Properties" means websites not owned by the Nadelir, but on which the Nadelir has a contractual right to serve Ads.
• "Representative" means any director, officer, employee, consultant, contractor, agent, and/or attorney.
• "Site" means Nadelir's Properties and Network Properties.
• "Third Party" means an entity or person that is not a party to an IO.

2. Insertion Orders

2.1 IO Details — From time to time, the Nadelir and the Advertiser may execute IOs. Each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent, and (iv) the start and end dates of the campaign.

2.2 Acceptance — Acceptance of the IO will be deemed the earlier of written approval or the display of the first Ad impression.

2.3 Revisions — Revisions to accepted IOs will be made in writing and acknowledged by the other party.

2.4 Compliance — The Nadelir will comply with the IO, including all Ad placement restrictions.

3. Advertising Materials

3.1 Submission — The Advertiser will submit Advertising Materials as agreed with the Nadelir.

3.2 Compliance — The Nadelir reserves the right to reject or remove from the Site any Ads that do not comply with its policies or applicable law.

3.3 License — The Advertiser grants the Nadelir a non-exclusive, non-transferable, worldwide, royalty free license to display the Advertising Materials.

3.4 Trademark — The Advertiser will not use the Nadelir's trade name, trademarks, logos in any public announcement without prior written approval.

3.5 Modifications — The Nadelir may modify, adapt, reformat the Advertising Materials as required to conform to standards and formats.

4. Payment and Payment Liability

4.1 Invoices — The initial invoice will be sent upon completion of the first month's delivery, or within 30 days of IO completion.

4.2 Late Payment — If the Advertiser fails to pay by more than 10 days, outstanding charges bear interest at 0.2% per day.

4.3 Billing Basis — Invoicing on a calendar-month basis with net cost based on actual delivery, flat-fee, or prorated distribution.

4.4 Payment Terms — The Advertiser will make payment 30 days from receipt of invoice.

5. Reporting

5.1 Reporting is the responsibility of the Nadelir and all invoicing will be based on the Nadelir's counts.

5.2 The Advertiser shall provide monthly reports within 10 business days after each month.

5.3 In case of discrepancies, payment will be based on whichever Deliverables number is greater.

5.4 Objections must be notified within 5 business days from the date of Deliverable (the "Feedback Deadline").

6. Cancellation and Termination

6.1 The Nadelir may terminate an IO upon 10 days email notice.

6.2 The Advertiser may terminate an IO at any time by providing 10 days prior written notice.

7. Representations and Warranties

The Advertiser represents and warrants:

• Full legal right, power and authority to enter into this Agreement
• Performance will not breach any other agreement
• Possesses all necessary legal rights for the license grant
• Advertising Materials will not violate Third Party rights
• Personally identifiable information is obtained lawfully
• Compliance with all applicable laws

The Nadelir represents and warrants:

• Full legal right, power and authority to enter into these Terms
• Will provide services in accordance with industry standards

8. Indemnifications

The Advertiser will defend, indemnify, and hold harmless the Nadelir from any liability, claim, loss, damage arising from breach of these Terms, fraudulent conduct, or liabilities related to the advertising campaign.

9. Limitation of Liability

• Neither party liable for consequential, indirect, incidental, punitive, or exemplary damages.
• The Nadelir's liability shall not exceed the total amount paid over three months preceding the claim.
• The Nadelir not liable for damages resulting from acts of Affiliates.

10. Non-Disclosure, Data Ownership, Privacy and Laws

10.1 Confidential Information definitions and obligations — Recipient will protect Confidential Information with reasonable care.

10.2 Exceptions — Information previously known, publicly available, independently developed, or required by court order.

10.3 Personally Identifiable Information is the property of the Advertiser.

10.4 All parties will comply with applicable laws. DPA available at http://tiny.cc/9ed8pz.

11. Miscellaneous

• No resale, assignment or transfer of rights without prior written consent.
• Each IO constitutes the entire agreement.
• Governed by the laws of England and Wales.
• Arbitration through ICDR.
• No modification binding unless in writing and signed by both parties.
• If any provision is unenforceable, remaining provisions remain in full force.