Adz Globe Terms and Conditions

These adzglobe.com, Inc. Terms and Conditions for Internet Advertising (“Standard Terms”) are entered into by and between adzglobe.com Inc. and its affiliates (“adzglobe”) and the Advertiser / Agency identified below (“Advertiser” or “Agency”). The parties acknowledge and agree that these Standard Terms shall be effective as of the date set forth below, and shall govern one or more separate insertion orders (each an “IO”) executed by the parties.

Insertion Order

a.From time to time, parties may negotiate insertion orders (“IO”s) under which adzglobe will deliver advertisements provided by Agency or Advertiser(“Ad(s)”) to adzglobe’s site(s) (the “Site”) for the benefit of an Agency or Advertiser. At Agency’s discretion, an IO may either be submitted by Agency to adzglobe or be submitted by adzglobe, signed by Agency and returned to adzglobe. In either case, an IO will be binding only if accepted as provided in Section I(b) below. Each IO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions)(the “Deliverables”); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), (d) the start and end dates of the campaign, and (e) the identity of and contact information for any third party ad server ("3rd Party Ad Server"), if applicable. Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements.

b.adzglobe will make commercially reasonable efforts to notify Agency within seven business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail

communication) approval of the IO by adzglobe and Agency; or (b) the display of the first Ad impression by adzglobe, unless otherwise agreed upon in the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless signed by both parties.

Ad Placement

a.Adzglobe must comply with the IO, including all Ad placement restrictions, requirements to create a delivery schedule, and provide within the scope of the IO, an Ad to the Site specified on the IO when such Site is called up by an Internet user. Any exceptions must be approved by Agency in writing.

b.adzglobe will use commercially reasonable efforts to provide Agency at least 10 business days, prior notification of any material changes to the Site that would change the target audience of the Ad specified in the affected IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for change or notice, Agency may immediately cancel the remainder of the IO without penalty within the 10-day notice period.

c.If adzglobe has failed to Provide such notification, Agency may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such termination

d.adzglobe will submit or otherwise make electronically accessible to Agency within two business days of acceptance of an IO final technical specification, as agreed upon by the parties. Changes to the specifications of the already purchased Ads after that two business day period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either (i) send revised artwork, copy, or active URLs (“Advertising Materials”); (ii) request that adzglobe resize the Ad with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.

e.Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. As Advertiser’s and Agency’s sole remedy for a violation of the foregoing sentence: after Agency notifies adzglobe that specific Ads are in violation of such editorial adjacencies guidelines, adzglobe will make commercially reasonable efforts to correct within 3 business days such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within five business days from the implementation of such correction, Agency or adzglobe may, upon the conclusion of such 5 business day period, immediately cancel such IO, without penalty.

Payment Liability

a.Invoices : The initial invoice will be sent upon completion of the first month’s delivery, end of a calendar month or within 30 days of completion of the IO, whichever is earlier. Invoices are to be sent to: Agency’s billing address as set forth in the IO and must include information reasonably specified by Agency such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. adzglobe should provide invoices accompanied by proof of performance for the invoiced period, which may include access to online or electronic reporting as addressed in this document, subject to the notice and cure provisions .

b.Adzglobe should invoice Agency for the services provided on a calendar month basis with the net cost (i.e., the cost after subtracting Agency

c.Payment Date : Agency will make payment 30 days from receipt of invoice, or as otherwise stated in a payment schedule set forth in the IO. adzglobe may notify Agency that it has not received payment in such thirty-day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIc, and may do so 5 business days after providing such notice.commission) based on actual delivery or based on prorated distribution of delivery over the term of the IO, as specified in the applicable IO.

d.Payment Liability : Unless otherwise set forth by Agency on the IO, adzglobe agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, adzglobe

agrees to hold Advertiser solely liable. adzglobe understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c). Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency’s credit is established on a client-byclient basis.

e.If Advertiser proceeds have not cleared for the IO, other Advertisers from the representing Agency shall not be prohibited from advertisin on the Site due to such non-clearance if such other Advertisers’ credit is not in question. Agency will make available to adzglobe upon request written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms and Conditions. In addition, upon the request of adzglobe, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Agency’s credit is or becomes impaired, adzglobe may require payment in advance.

Reporting

a.adzglobe must, within 7 business days of the start date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether the components of the IO have begun delivery.

b.b. adzglobe shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, content area (Ad placement), and other variables defined in the IO, for example, impressions, keywords, and/or clicks. Once adzglobe has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to receipt of adzglobe’s invoice for such period.

c.In the event that adzglobe learns that it has delivered an incomplete or inaccurate report, or no report at all, adzglobe must cure such failure within 5 business days.

Cancellation And Termination

a.At any time prior to the serving of the first impression of the IO, Agency may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if Agency cancels the IO 15 days prior to the serving of the first impression, Advertiser will only be responsible for the first 15 days of the IO.

b.Upon the serving of the first impression of the IO, Agency may cancel the IO for any reason, without penalty, by providing adzglobe written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impression of the IO; or (ii) 14 days after providing adzglobe with such written notice.

c.Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the nonbreaching party, except as otherwise stated in this Agreement with regard to specific breaches. Additionally, if Agency or Advertiser commit a violation of the same Policy (as defined below), where such Policy had been provided by adzglobe to Agency,on three separate occasions after having received timely notice of each such breach, even if such breach has been cured by Agency or Advertiser, then adzglobe may terminate the IO associated with such breach upon written notice. If Agency or Advertiser do not cure a violation of a Policy within the applicable ten day cure period after written notice, where such Policy had been provided by adzglobe to Agency, then adzglobe may terminate the IO associated with such breach upon written notice.

d.For Any Creative or tags that is not in accordance with IAB Standard or a non performing creative or tags were given to adzglobe then adzglobe cannot be accounted for non-performance however adzglobe can be given another creatives or tags as an alternative. There will be a minimum deployment charge for all campaigns irrespective of the completion or not and that will not be borne by adzglobe for any failure from the Advertiser side. Deployment cost will be prorated according to the delivery report and is a sole discretion of adzglobe However we will ensure that the campaigns is delivered in accordance to the IO.

Limitation Of Liability

Excluding the parties obligations under Section X or damages that result from a breach of Section XII or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages. adzglobe shall not be liable for any under delivery of contracted emails owing to any incidental, consequential, or special circumstances. In the event of any claim against publisher hereunder, publisher’s sole liability, and advertiser’s sole remedy, shall be limited to, at publisher’s option, delivery of under delivered contracted emails.

Refund Policy

a.refunds: if approved, refunds will be credited back to the same payment method used to add funds to your wallet and will be processed within 30 business days.read our refund policy in full, here you are entitled to request for a refund in the following cases:first, if there has been an incorrect payment transaction.second, if you have made a prepayment and you prove that the actions forming the basis of the pricing model of your campaign are based on a publisher’s fraudulent activities (i.e. the artificial increase of actions). in order to detect and prove publishers’ fraudulent activities you undertake to send to adzglobe a weekly detailed report of sources/websites you consider to be fraudulent. in case the publisher’s fraudulent activities cannot be clearly identified based on your report,.

b.adzglobe is entitled to request additional proof from you. if you fail to submit a weekly report or additional proof regarding the publishers’ fraudulent activities, adzglobe may refuse to give a refund and adjust your balance accordingly. in case you are using post-payment method and you are able to prove publishers’ fraudulent activities pursuant to this clause,

c.adzglobe will not invoice you for the agreed actions based on publisher’s fraudulent activities. third, if at the end of the validity of the contract it appears that you have spent for adzglobe services less than you have prepaid. in such a case you are entitled to ask for a refund within 30 days after the termination of the contract, provided that the amount of your unused balance is at least 50 eur. before refunding, adzglobe will have to finalize all not invoiced spending and make necessary adjustments where needed.

d.After finalizing all current statistics, your unused balance will be refunded to you at your request, minus an administrative fee of 15% to cover adzglobe’s costs and fees related with the management of giving a refund, within 30 working days. your refund will be credited back to the same payment method and same payment account that you used to make your last payment. you may be required to provide additional information or documentation in order for adzglobe to confirm your identity, before any refund request is processed.

e.please be aware that if your contract with adzglobe is terminated due to the violation of contract by you (e.g. due to your fraudulent activity), adzglobe is entitled to a contractual penalty in the amount of your unused balance and therefore, adzglobe may refuse to give you a refund by way of set-off of the claims.

f.adzglobe do not allow Malware, Virus Affecting links. An Advertiser can only have one offer per campaign. If an Advertiser wish to display two different Landing Pages for the same offer, then adzglobe requires two tracking URL within the same campaign. It is forbidden to rotate several offers behind a single tracking URL and also there should not be any other offers as fallback, which means that the offer an Advertiser promotes must be displayed also in Geo that we do not target. If we find them with the help of Media Trust we will stop the campaign without refunding.