<p><strong><u>Definitions and Interpretation</u></strong></p>
<p><strong>Affiliate network</strong>&nbsp;&ndash; cooperation pattern between an company and services provider that allows the Advertiser to place advertising materials on cooperation partners&rsquo;/Affiliates websites, the Service provider pays the Affiliates a commission for each activity of potential client &ndash; a purchase, registration, a click or other specific activity.</p>
<p><strong>Affiliate</strong>&nbsp;&ndash; third persons involved by the Service provider to place Advertiser&rsquo;s advertisement on their websites to attract potential clients to Advertiser.</p>
<p><strong>Commission</strong>&nbsp;&ndash; a remuneration paid to service provider for certain activity agreed by the service provider and the Advertiser for all the accepted results detected through AdGoals platform.</p>
<p><strong>Accepted results</strong>&nbsp;&ndash; All S2S (postpack) pixel confirmed activity on AdGoals platform by Advertiser.</p>
<p><strong>Visitor</strong>&nbsp;&ndash; any person or Internet user who has clicked on the link.</p>
<p><strong>Click</strong>&nbsp;&ndash; activity that navigates the visitor to the Advertiser&rsquo;s selected selection of a website.</p>
<p><strong>Tracking URL</strong>&nbsp;&ndash; An URL leading to Advertisers website containing special tracking parameters for AdGoals use to count the clients attracted by any of AdGoals Affiliates&rsquo;s.</p>
<p><strong>CPA (cost per acquisition)</strong>&nbsp;&ndash; a commission paid by the Advertiser based on the number of sales.</p>
<p><strong>CPL (cost per lead)</strong>&nbsp;&ndash; a commission paid by the Advertiser for any activity that does not require the consumer to make a purchase.</p>
<p><strong>Hybrid model</strong>&nbsp;&ndash; combination of more than one payout model defined and paid by the Advertiser based on the accepted results.</p>
<p><strong>Revenue share</strong>&nbsp;&ndash; a commission paid by the Advertiser based on the percentage of a total sale</p>
<p><strong>CPM (cost per impression)</strong>&nbsp;&ndash; a commission paid by the Advertiser for 1000 views of a banner, link or other advertising material on any of the Affiliates&rsquo;s websites.</p>
<p><strong>CPC (cost per click)</strong>&nbsp;&ndash; a commission paid by the Advertiser for every click on a banner, link, etc.</p>
<p><strong>Cookie&nbsp;</strong>&ndash; cookies are used for authenticating users, maintaining session, as well as storing specific information related to the user.</p>
<p><strong><u>Subject-Matter of Agreement</u></strong></p>
<p>1.1 Service provider creates an Advertisers campaign on the AdGoals platform where the Advertiser may follow the performance and costs of advertising.</p>
<p>1.2 Service provider undertakes to provide its services to Advertiser in accordance with this Agreement and Advertiser undertakes to pay the commission for business according to the accepted results.</p>
<p><strong><u>Rights and Obligations of the Parties</u></strong></p>
<p>2.1. The Advertiser provides all the information and support to the Service provider necessary for high quality service rendering.</p>
<p>2.2. The Service provider agrees within the Advertiser on the expected advertising results by combining or individually selecting specific options, CPC, CPM, CPL, CPS, CPA, Rev. Share or Hybrid.</p>
<p>2.3. Price for each campaign&rsquo;s payout model and detailed description are agreed on an annex for this Agreement and /or on AdGoals platform for each campaign.</p>
<p>2.4. All prices are given excluding VAT (added value tax).</p>
<p>2.5. The Service provider ensures entire communication and contract signing with existing and potential Affiliates.</p>
<p>2.6. The Service provider may make a test purchase on the Advertiser&rsquo;s website without prior notice to make sure the system is operating properly.</p>
<p>2.7. In case the Service provider has detected a breach, he is entitled to unilaterally terminate the Agreement and keep the remaining Advance/Deposit payment to the Service provider as a fine.</p>
<p>2.8. The Service provider guarantees that the commission will be only paid to those Affiliates who fulfill all provisions of the Agreement and Terms and Conditions between the Service provider and the Affiiates.</p>
<p>2.9. The Service provider and the Advertiser assure the highest possible security to its clients&rsquo; databases. Security has the following definition: &ldquo;Appropriate technical and organizational measures to protect personal against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access&rdquo; After GDPR enters in force the following definition replaces the former wording &ldquo;processed in a manner that ensures appropriate security of personal data, including protection unauthorized of unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures (&lsquo;integrity and confidentiality&rsquo;)</p>
<p>2.10. Service provider and the Advertiser are compliant with current data protection laws and regulations. Service provider and the Advertiser are aware of the GDPR and its deadline and will be compliant with GDPR as soon as it enters in to force on May 25<sup>th</sup> 2018.</p>
<p>2.11. The Advertiser agrees to cooperate and accepts all activities of the advertising campaign with all Affiliates and their websites decided to promote the Advertisers product.</p>
<p>2.12. The Advertiser shall contact the Service provider immediately regarding any issues related to the advertising campaign or any of the Affiliates.</p>
<p>2.13. All the changes that both parties have agreed to and have been made electronically are valid; therefore, the signature of the parties is not necessary.</p>
<p>2.14. Advertiser warrants paying the entire commission to Service providers bank account on time.</p>
<p><strong><u>Commission: The&nbsp;Payout model,&nbsp;amount and payment terms</u></strong></p>
<p>3.1. Service Provider provides an electronic invoice to the Advertiser by 5th day following the month in which services were rendered. Advertiser is obliged to pay sum stated in the electronic invoice during 10 (ten) days from the receipt of the invoice. The payment of the AdGoals invoice must be made by the 15th day of the following month for the results obtained on the previous months.</p>
<p>3.2. Invoices are prepared automatically inside the AdGoals environment, will be forwarded electronically to the Advertisers accounting email and are valid without signature.</p>
<p>3.3. The Service provider pays the commission to the Affiliates according to the generated accepted results earned by the Affiliate.</p>
<p><strong><u>Trade Secret</u></strong></p>
<p>4.1. By signing this Agreement the Parties acknowledge that they have been informed and understand that the provisions of the Agreement, financial reports, statistics, interest rates, amounts to be transferred, terms and conditions of advertising campaign regardless of the way of rendering and receiving the above mentioned and/or regardless of information medium that Parties hand over to each other for the purpose of the Agreement or the other Party unintentionally becomes aware of such information, are confidential and involve trade secret that is protected by the Commercial Law and other effective laws and regulations of the Spanish Kingdom, therefore the Parties undertake to not disclose such information to any third person (except if such information is requested public of local municipality institutions according to the laws and regulations) and use the information only to the extent necessary for the purposes of the Agreement. The Parties may disclose the information provided by the other party to any third person only with a written permission of the other Party.</p>
<p>4.2. In case any of the Parties violated this Section, the guilty party undertakes to indemnify the other Party for losses incurred as a result of such violation.</p>
<p><strong><u>Dispute Resolution and other provisions</u></strong></p>
<p>5.1. In case of any dispute regarding completed/outstanding transactions, the Service provider is entitled to request the Advertiser to submit a written confirmation of the particular transaction. The Advertiser undertakes to respond to such a request within 3 (three) business days.</p>
<p>5.2. The Parties shall resolve all disputes and disagreements that may arise in relation to the used of the Service provider&rsquo;s affiliate program by mutual negotiations. If no agreement can be reached, the dispute shall be considered according to the procedure specified by the laws of the Spanish Kingdom.</p>
<ol>
<li><strong><u>6. Final Provisions</u></strong></li>
</ol>
<p>6.1 This Agreement shall enter into force and become effective on the date of the campaign activation and shall be concluded for an indefinite period of time.</p>
<p>6.2. Representatives of the Parties confirm that they have valid authorization to sign the Insertion Order and undertake the obligations under this Terms and Conditions.</p>
<p>6.3. The conditions introduced in this Terms and Conditions as well as the rights and obligations of the Parties may only be modified by a written amendment to this Terms and Conditions.</p>
<p>6.4. Each Party shall keep any confidential information received from or belonging to the other Party secret and not disclose such confidential information to anyone without the prior written consent of other Party, except:</p>
<ol>
<li>It is generally and freely publicly information</li>
<li>Disclosure is required to or by any Court, Tribunal or Governmental Authority with competent jurisdiction</li>
</ol>
<p>The obligations of keeping confidential information secret shall continue after the termination of this Agreement.</p>
<p>6.5. Any dispute, disagreement or claim arising out of this this Terms and Conditions or/and the Insertion Order in connection with it, its violation, termination or invalidity, except disputes concerning payment for services provided and payment for invoices issued, shall be resolved by a Spanish court in accordance with the legislation of the Spanish Kingdom.</p>
<p>6.6. Any dispute, disagreement or claim arising out of this Terms and Conditions or/and the Insertion Order in connection with it in connection with payment for services provided and payment for invoices issued shall be finally resolved by the local court in the first instance in accordance with the regulations of the Spanish Court and the legislation of the Spanish Kingdom or by an international credit collection company</p>