Publisher Terms and Conditions

<p><u> DEFINITIONS AND INTERPRETATION</u></p>
<p>1.1 Affiliate network - an affiliate network acts as an intermediary between publishers (affiliates) and advertiser affiliate programs. It allows website publishers to find and participate in affiliate programs which are suitable for their website and thus generate income from those programs and allows advertisers offering affiliate programs to reach a larger audience by promoting their affiliate programs to all of the publishers participating in the affiliate network.</p>

<p>1.2 Publisher - is a person or company that promotes an Advertiser&rsquo;s products and services in exchange for a commission on visitors, leads or sales generated.</p>

<p>1.3 Advertiser - is a company who seeks promotion to their products or services in return for commissions on leads, sales or both results generated.</p>

<p>1.4 Commission &ndash; remuneration paid to a publisher for certain activities specified on the page of the affiliate program in hand for all the confirmed results detected through the AdGoals platform.</p>

<p>1.5 Channel - a location, where a publisher displays advertisements (websites, blogs, Email campaigns, online media campaigns, etc).</p>

<p>1.6 Creative - any online marketing material. For example, a banner, e-mail template, video, etc.</p>

<p>1.7 Campaign &ndash; an advertiser&rsquo;s affiliate program.</p>

<p>1.8 CPM (cost per mille) &ndash; a commission paid by the advertiser for 1000 views of a banner, link or other advertising material on any of the publisher&rsquo;s websites.</p>

<p>1.9 SEM (search engine marketing) - internet marketing that promotes websites by increasing their visibility in the search engine result pages.</p>

<p>1.10 SEO (search engine optimization) - the process of improving the ranking of a website in search engines' organic search results.</p>

<p>1.11 Visitor - any user who is not a publisher on the AdGoals platform who has visited a specific website.</p>

<p>1.12 Click - an activity that navigates a visitor to an advertiser&rsquo;s website.</p>

<p>1.13 Tracking URL - a URL leading to an advertiser's website, that contains tracking parameters which help AdGoals count the number of visitors attracted by any of AdGoals's publishers.</p>

<p>1.14 CPA (cost per acquisition) &ndash; a commission paid by the advertiser based on the number of acquisitions.</p>

<p>1.15 CPL (cost per lead) - a commission paid by the advertiser for an activity, which leads to the visitor providing information to the advertiser, that does not require the visitor to make a purchase.</p>

<p>1.16 Revenue share - a commission paid by the advertiser based on a percentage of a total sale.</p>

<p>1.17 CPC (cost per click) - a commission paid by the Advertiser for every click on a banner, link, etc.</p>

<p>1.18 Hybrid model &ndash; a combination of more than one type of commission.</p>

<ol start="2">
<li><u> SUBJECT-MATTER OF THE TERMS AND CONDITIONS</u></li>
</ol>
<p>2.1 AdGoals operates an affiliate network, which acts as an intermediary between publishers (affiliates) and advertiser affiliate programs and other related marketing services. These terms and conditions govern the publishers&rsquo; use of AdGoals&rsquo;s services.</p>
<p>2.2 Applying for designation as a publisher signifies that the publisher accepts these terms and conditions and agrees to abide by the same. These terms will be effective as of the date on which publisher will accept them electronically.</p>
<ol start="3">
<li><u> RIGHTS AND OBLIGATIONS OF ADGOALS</u></li>
</ol>
<p>3.1 AdGoals reserves the right to change and/or amend these terms and conditions, including requirements for publishers and publisher channels at any time. Changes are made public via AdGoals&rsquo;s affiliate platform. If the publisher is unable to accept the modified terms and conditions, the publisher may terminate the agreement. If the publisher does not terminate the agreement within 14 days and continues to use AdGoals&rsquo;s affiliate platform, he/she will be deemed to have accepted the modified terms and conditions.</p>
<p>3.2 AdGoals may immediately terminate the ability for a channel to display advertisements, or may terminate these terms entirely, in case AdGoals determines that publisher or its channel:</p>
<p>3.2.1 Fails to satisfy the publisher criteria.</p>
<p>3.2.2 Is in violation or fail to comply with these terms or with any provision of AdGoals&rsquo;s terms and conditions, policies or applicable laws, rules or regulations.</p>
<p>3.2.3 Are otherwise subjecting AdGoals to unreasonable risk.</p>
<p>3.3&nbsp;&nbsp; AdGoals reserves sole judgment in making such determination and publisher agrees that AdGoals determination in this regard shall be final, binding and non-appealable.</p>
<p>3.4 AdGoals may disclose publishers&rsquo; status to advertisers. AdGoals may also disclose publishers&rsquo; information to third parties in response to court orders or other legal, judicial or administrative process, requirement or order without liability to the publisher. The publisher hereby consents to AdGoals disclosure in such circumstances and will hold AdGoals harmless from and against any liability resulting from such disclosure. AdGoals may publicize the publisher&rsquo;s participation in AdGoals unless expressly forbidden to do so in writing.</p>
<p>3.5.&nbsp; If an advertiser states that the installation and the use of a link is not desirable for a publisher, AdGoals will have the right to block the link. The publisher agrees to remove a link from the publisher&rsquo;s channels within 2 working days, if the advertiser and/or AdGoals requests so.</p>
<p>3.6.&nbsp; Any campaign may be modified or terminated by AdGoals at any time. Information about the affiliate campaigns will be available on AdGoals&rsquo;s affiliate platform. The publisher must keep himself updated about all the possible changes in the affiliate campaigns.</p>
<ol start="4">
<li><u> RIGHTS AND OBLIGATIONS OF PUBLISHER</u></li>
</ol>
<p>4.1 The publisher ensures that their channels are in accordance with following criteria:</p>
<p>4.1.1 Any of the publisher&rsquo;s channels cannot provide compensation, benefits, or incentives of any kind whatsoever (including, but not limited to, points, cash, prizes, contest entries, or rewards) to encourage a user to click on an advertisement or to complete a form, unless expressly approved by AdGoals in writing in advance in each instance.</p>
<p>4.1.2 None of publisher&rsquo;s channels contain any content nor link from or to any materials that are libelous, defamatory, obscene, terrorist, racist, sexually harassing or pornographic and content do not violate other civil or criminal laws, including those regulating the use and distribution of content on the internet.</p>
<p>4.1.3 The content of any of publisher&rsquo;s channel cannot infringe on any intellectual property or other proprietary rights of a third party.</p>
<p>4.1.4 The content of the publisher&rsquo;s channel cannot: involve illegal activities, promote or incite people to engage in the same; damage the good name and reputation of advertisers in agreement with AdGoals and/or AdGoals.</p>
<p>4.2 The publisher guarantees to AdGoals:</p>
<p>4.2.1 That all content, products, and services in their channels are legal to distribute and that they own or have the legal right to use any and all copyrighted material.</p>
<p>4.2.2 That all information provided by him to AdGoals about himself and his channel is correct, truthful, accurate, and complete, and is not misleading in any way.</p>
<p>4.2.3 That they will always fully comply with all laws, rules and regulations applicable to their business and activities under these Terms.</p>
<p>4.2.4 That he/she has the authority to bind the person or party entering to this<br /> agreement.</p>
<p>4.2.5 That they are not in violation of any obligation, contract or agreement by accepting these terms and conditions, by performing their obligations under this agreement.</p>
<p>4.3 The publisher is not allowed to publicly disclose any of the specific terms of this agreement, issue any press release regarding the subject matter of this agreement, or use AdGoals&rsquo;s name or any of AdGoals&rsquo;s trademarks, logos or branding, without AdGoals&rsquo;s prior written consent to do so.</p>
<p>4.4 The publisher can use only the creatives which are specified by every campaign.</p>
<p>4.5 The publisher accepts that email notifications sent by AdGoals are integrant and fundamental part of the communication between AdGoals and the publisher. The publisher is responsible for providing accurate and valid contact information so AdGoals can reach them. The publisher must immediately notify AdGoals of all changes in the information by updating the information provided about them on the AdGoals platform. All information sent by AdGoals to the given contacts is considered delivered.</p>
<p>4.6 The publisher may not resell, assign, or transfer (whether directly or indirectly, in whole or in part, by operation of law or otherwise) any of their rights or obligations under this agreement without prior written consent of AdGoals, and any attempt to do so shall be null and void and shall constitute an incurable material breach of this agreement. These terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.</p>
<p>4.7 Advertisers&rsquo; campaigns may change regularly. The publisher will ensure at all times that the terms and conditions of the products and/or services on their channels are identical to the products and/or services mentioned on the advertiser&rsquo;s website.</p>
<p>4.8 The publisher shall undertake not to enter into any direct contractual relationships with the advertiser or indirect relationships through third parties for advertising the advertiser&rsquo;s website and the goods or services offered there by the suppliers, during the entire term of this contract, and for a further period of 6 months after termination of this contract if the publisher has taken part in the advertiser's campaign. This does not apply to such publishers with whom the Advertiser had already demonstrably concluded corresponding contracts prior to the advertiser&rsquo;s campaign on AdGoals&rsquo;s platform. The publisher shall undertake to pay a contractual penalty for each case of violation of this obligation to AdGoals as stated in the Chapter 8.9.</p>
<p>4.9 The publisher will not make any promises and/or undertake obligations for or on behalf of the advertiser and/or AdGoals.</p>

<p><u>5 CHANNELS, CREATIVES, USE OF CREATIVES</u></p>
<p>5.1 The publisher must use only approved creatives in their display of advertisements, and may not create their own marketing materials, unless expressly approved by AdGoals in writing. Advertisements may be used only in connection with participation in an advertiser&rsquo;s campaign and not to forward information or advertisements to third parties. Violation of this clause will be considered as a breach of this agreement and as a consequence clause in Chapter 3 and 8.9 will be applied.</p>
<p>5.2 If the advertisements contain the advertiser&rsquo;s trademarks, then the publisher is allowed to use only the trademarks which are provided by the advertiser.</p>
<p>5.3 If the publisher uses e-mail as channel, then it must apply to all regulations set in chapter 5.3. Any violation of this will result in the publisher being liable for damages as set in Chapter 8.9. and other damages as determined by a court of law.</p>
<p>5.3.1 The publisher cannot send unsolicited commercial emails (i.e. spam emails) containing, concerning or related to any advertisements provided by AdGoals. Spam violations will be reported to the relevant authorities.</p>
<p>5.3.2 The publisher may not, under any circumstances, fraudulently add impressions, leads or clicks or inflate leads, clicks or sales by fraudulent traffic generation (including, without limitation, traffic from not relevant countries to the campaigns, pre-population of forms or through mechanisms not approved by AdGoals), as determined by AdGoals in its sole discretion. By way of example and not limitation, AdGoals flags accounts for fraud that:</p>
<p>5.3.3 have click-through rates that are much higher than industry averages and where solid justification is not evident;</p>
<p>5.3.4 Have only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;</p>
<p>5.3.5 Have shown fraudulent leads as determined by our advertisers;</p>
<p>5.3.6 Use fake redirects, automated software, and/or fraud to generate impressions, clicks, leads or sales from our program; and/or</p>
<p>5.3.7 Using media types not allowed by AdGoals in their ads.</p>
<p>5.3.8 Directly offering remuneration to consumers to enter into transactions with the advertiser (without the express consent of the AdGoals).</p>
<p>5.3.9 Misleading third parties;</p>
<p>5.3.10 Infringement of copyright on works protected by copyright, or otherwise violating the intellectual property rights of third parties, including misuse of the texts, logo or information of the Advertiser;</p>
<p>5.4 All used channel must be designed in such a way that industrial property rights of third parties, including copyright, are not breached and the applicable law, especially also&nbsp;data protection, is not infringed.</p>
<p><u>&nbsp;</u></p>
<p><u>6 REMUNERATION AND PAYMENTS</u></p>
<p>6.1 Commission payments for the display of an advertisement, and any additional terms related thereto, will be provided to the Publisher through the AdGoals Platform.</p>
<p>6.2 The publisher will only be paid if the advertiser has approved the transactions. The approval of the transactions will be subject to the judgment of the advertiser and to pre-defined criteria laid down by the advertiser. The commission will be paid into the account number specified by the publisher, provided the publisher has generated valid traffic and that AdGoals is fully paid by the advertiser whose campaign the publisher has promoted. The publisher understands and accepts that AdGoals does not guarantee a payment to the publisher if an advertiser does not pay AdGoals.</p>
<p>6.3 The exact commissions are specified under the campaign details and are exclusive of VAT, and/or other additional costs. The publisher is responsible for declaring and paying all appropriate taxes, arising from these terms, in the country of their residency.</p>
<p>6.4 In case of multiple performance-based partners are used and more than one partner/publisher is claiming to have the lead, then the lead shall be submitted to the partner/publisher whose cookie on the user was more recent.</p>
<p>6.5 Payments will be made for commissions earned during the previous period. AdGoals will create an e-invoice on the 10<sup>th</sup> day of the following month for previous months commission for each publisher. The e-Invoices will be paid within 30 days from the date of issue. The minimum payout threshold for publishers is 100 EUR, 100 USD or 400 PLN. If the minimum payout threshold has not been reached, all unpaid commissions will be kept on the publisher&rsquo;s AdGoals account.</p>
<p>6.6 Payments will only be made to the bank account the publisher that has set on their AdGoals account. AdGoals will not be responsible for any charges or fees of the receiving bank or money transfer service. If the payment is to be made into (bank) accounts of publishers abroad, the bank charges if any for foreign payments will be deducted from the payment.</p>
<p>6.7 Delivered results will be canceled and payments will not be proceeded if the publisher does not respect these terms, especially, but not limited, if in violation of Chapters 4.1, 4.2, 5.5. If AdGoals flags the publisher for fraud, AdGoals will hold any payments due for a period of thirty (60) calendar days, during which time the publisher may provide evidence that they have and are not engaging in fraud. If AdGoals determines that the publisher has engaged in fraud and fails to prove otherwise to AdGoals&rsquo;s satisfaction during such period, the publisher will forfeit their entire commission for all campaigns and their account and this agreement will be terminated. AdGoals reserves sole judgment in determining fraud, and the publisher agrees that AdGoals determination in this regard shall be final, binding and non-appealable.</p>
<p>6.8 AdGoals will always have the right to set-off amounts owed to the Publisher against any amounts owed by the publisher to AdGoals under any head whatsoever. Furthermore, AdGoals will transmit all claims from advertisers to publishers, if the publisher has violated these terms, especially, but not limited to, Chapters 4.1, 4.2, 5.5.</p>

<p><u>7 TERM AND TERMINATION</u></p>

<p>7.1 AdGoals or the publisher reserves the right to terminate these terms for any reason whatsoever.</p>
<p>7.2 AdGoals gives notice of termination and notice of other matters pursuant to these terms to the publisher via e-mail or other accurate correspondence and will be effective immediately.</p>
<p>7.3 The publisher can terminate these terms by sending a written notification.</p>
<p>7.4 In the event of termination, all commissions exceeding the minimum payout threshold will be paid during the next billing cycle following termination.</p>

<p><u>8 DISPUTES, GOVERNING LAW, INDEMNITY, MISCELLANEOUS</u></p>

<p>8.1 These terms constitute the complete and entire expression of the agreement between the parties, and shall supersede all other agreements, whether written or oral, between the parties concerning the subject matter hereof.</p>
<p>8.2 If any provision of these terms shall be held or made invalid or unenforceable by a court decision or otherwise, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of these Terms. All provisions not affected by the invalidity shall remain in full force and effect.</p>
<p>8.3 No waiver of any provision or breach of these terms will be effective unless made in writing or will operate as or be construed to be a continuing waiver of such provision or breach. Headings of the chapters are for reference purposes only and shall not affect the meaning or interpretation of these terms.</p>
<p>8.4 Any dispute, disagreement or claim arising out of this these terms and conditions, 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>8.5 The parties agree that the official language that applies to these terms is English for business conveniences.</p>
<p>8.6 AdGoals cannot be held liable for defects in advertisers&rsquo; campaigns, interruptions in the access to advertisers&rsquo; campaign or AdGoals&rsquo;s platform, violations in respect of the data or loss of data in the information processing system, defects in the security system, or viruses or other damaging software components that are used for AdGoals&rsquo;s platform, or for damage caused by viruses or components to the Platform, the Publishers software and/or website.</p>
<p>8.7 The publisher irrevocably covenants, promises and agrees to indemnify and hold harmless AdGoals, its partners and affiliated companies, and their successors and assigns from and against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, reasonable attorney&rsquo;s&rsquo; fees and costs that any such indemnified party may incur or suffer, which arise, result from, or relate to a breach of any of their representations, warranties or covenants set forth in these Terms; or a breach of these Terms; or a non-compliance with AdGoals policies and guidelines; or their business practices and/or advertising practices; or copyright, slander, libel, and trademark violations.</p>
<p>8.8 For any legal action taken by an advertiser, agency, client, person, or entity against AdGoals for the publisher&rsquo;s actions that violate these terms or any AdGoals&rsquo;s policies, the publisher accepts that AdGoals will work to divulge the publisher&rsquo;s personal information. The publisher also agrees that AdGoals is not liable for their actions, and the publisher will bear all costs (legal or otherwise) that AdGoals incurs if someone sues or takes any form of legal action against AdGoals. Publisher agrees to pay all costs, damages and reasonable attorneys fees and reasonable expert witness fees awarded against the indemnified party and all expenses incurred by the indemnified party in connection with or arising from any claim, suit or proceeding subject to indemnification.</p>
<p>8.9 AdGoals may apply a penal fee to the publisher if he/she violates these terms. Publisher and AdGoals agree that the penal fine as follows. In addition to the agreed penal fees, AdGoals will claim all and actual costs for any legal action taken against AdGoals for the publisher&rsquo;s actions that violate these terms or any AdGoals&rsquo;s policies.</p>
<p>8.9.1 Breach of the Chapter 5.3., Using e-mails by not following the set criteria (spam). 1 Euro per e-mail delivered.</p>
<p>8.9.2 Breach of the Chapter 5.1., misuse of a creative. 1 Euro per click delivered.</p>
<p>8.9.3 Breach of the Chapter 4.1., not following the set criteria for channels. 1 Euro per click delivered.</p>
<p>8.9.4 Breach of the Chapter 4.2., 1 EUR per click delivered.</p>

<p><u>9 LIMITATIONS OF LIABILITY</u></p>

<p>9.1 AdGoals disclaims all warranties, express or implied, related to the services and products provided by AdGoals, including but not limited to the warranty of merchantability, title, non-infringement and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by AdGoals or its upstream providers. In no circumstances will AdGoals be liable for any direct, indirect, consequential, incidental, special, punitive, or exemplary damages of any kind, including without limitation any loss of use, loss of business, or loss of profit or revenue, arising out of or in connection with these terms, regardless of the form of action whether in contract, tort (including without limitation negligence, strict liability or otherwise), even if AdGoals has been advised of the possibility of such damages. The limitations upon damages and claims set forth in these Terms are intended to apply without regard to whether other provisions of these terms have been breached or have been held to be invalid or ineffective. The publisher acknowledges that these limitations are reasonable, that they are an essential element of the basis of the bargain hereof and that absent such limitations, AdGoals would not enter into these terms.</p>
<p>9.2 Neither party shall be liable for any failure or delay in the performance of its obligations under these terms to the extent that such failure or delay is caused by any event beyond the reasonable control of such party, including without limitation acts of God, severe weather, industrial action or the failures of third party systems.</p>
<p>PUBLISHER HEREBY AGREES (A) TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND (B) TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY ADGOALS.</p>