General Terms and Conditions

1. General Terms and Conditions

1.1. These General Terms and Conditions govern all legal relationships, such as offers, insertion orders ('Insertion Orders') and agreements, between Appota Corporation ('Adsota’) and the other party ('Publisher') and remain in force after termination of the relationship.

1.2. Any General Terms and Conditions of the Publisher are hereby specifically excluded.

1.3. Any amendments to these General Terms and Conditions are only valid if agreed specifically in writing.

2. Offers and entering into an agreement.

2.1. All offers from Adsota are without obligation, unless specifically agreed otherwise, and may - until the moment of acceptance - be amended or withdrawn at any time by Adsota without Adsota being liable to the Publisher for any form of compensation.

2.2. An agreement, which shall include an agreement to carry out work in any intervening period, is entered into as soon as the Publisher has accepted these T&C from Adsota in writing or, by checking the "I accept the T&C" checkbox during sign-up of the Adsota Platform at https://adsota.com/en/terms.html.

3. Definitions .

In these T&Cs, the words or expressions starting with a capital letter shall have the following meaning:

3.1 Advertiser: Adsota's client promoting its products and/or services to a mobile audience through the Adsota Platform and its network of Publishers.

3.2 Advertiser Content: content provided by an Advertiser for the needs of an Online or Mobile Campaign.

3.3 Publisher: an individual or a legal entity registered with Adsota, who directly or indirectly operates an Internet audience, and who monetizes such audience by promoting online/desktop and mobile Campaigns.

3.4 Publisher Link: Internet link provided by Adsota to its Publisher for the promotion and distribution of the Advertiser's Mobile Campaign, and which redirects to the Advertiser's website and/or marketplace.

3.5 Publisher Medium: website or application published by the Publisher or by agents, subsidiaries, partners or subcontractors of the Publisher.

3.6 Publisher Services: the promotional methods and traffic sources used by the Publisher to promote Online and Mobile Campaigns.

3.7 Charge-back: a debit to the Publisher's Account in an amount equal to a payment previously credited to this Account.

3.8 Mobile Campaign: the promotion and distribution of the Advertiser's promotional content on Publisher Medium via Publisher Links and Publisher Services in the aim of generating Transactions.

3.9 Mobile Campaign Conditions: all conditions, modalities and/or restrictions imposed by the Advertiser for the promotion and distribution of the Advertiser Content via Publisher Links and Publisher Services.

3.10 Adsota's Platform: suite of technological solutions and managed services proposed by Adsota for the launch, management and distribution of Advertisers' Mobile Campaigns via Adsota's network of Publishers.

3.11 Adsota Services: the range of services provided by Adsota to Advertisers and Publishers through the Adsota Platform.

3.12 Transaction: action defined by the Advertiser in the Campaign Conditions (ex: product purchase, service subscription, software/application download), which is voluntarily made by an end-user via a Publisher Link.

3.13 Tracking Code: code provided by Adsota enabling the tracking of end-user Transactions generated by a Publisher Link.

4. Performance of the agreement.

4.1. Agreed time schedules for the performance of the service are of the essence and Publisher shall perform any agreed upon services within the agreed time schedules.

4.2. Publisher shall ensure delivery of the advertising material ('Advertising Material') in accordance with the terms agreed upon in the Insertion Order, the terms provided by the advertiser of the Advertising Material or otherwise agreed.

4.3. Publisher's over-delivery of Advertising Material shall not relieve Publisher of any agreed upon obligation, nor obligate Adsota to pay more than the total monthly agreed upon amount. In the case of under-delivery, Adsota has the right to decrease the agreed upon monthly spend for the current month, as well as for all remaining calendar months in the campaign, to an amount that it sees fit.

4.4. Without the prior written consent, Publisher shall not publish any Advertising Materials, provided by Adsota, that Publisher has changed in any way whatsoever.

4.5. In the event Publisher publishes the Advertising Material via pop-up /under windows, it shall always secure that the terms and conditions in relation to (the subject of) the Advertising Material are clearly visible to the user at all times.

4.6. Publisher shall not use words or wordings in any language in conjunction with Advertising Material that are misleading or deceptive, such as, but not limited to the following words: 'FREE', 'Click here to claim your prize', 'Only X prizes left', 'Only X minutes left', 'FREE/ free', 'Congratulations! You have won an XXX', 'You are the winner of an iPhone!', 'Daily winner!', 'Collect your XXX!', 'You are selected to receive a free XXXX' or any words or wordings that are similar or have the same effect.

4.7. Publisher shall not generate traffic through automatically opening windows, phishing, spamming or by using spiders or robots and it shall not use Internet scripting, frames or programs to generate fraudulent clicks/leads/sales on any campaign.

4.8. Publisher shall not use, in conjunction with any Advertising Material (i) any keyword that is linked to a registered brand name, (ii) any keyword that is linked to an illegal or restricted activity or product, (iii) any keyword identical or similar to "Adsota ", (iv) any keyword linked to another mobile service provider or (v) keywords at search engines such as adwords, yahoo and other sponsored links where keywords may be used which are protected by copyright.

4.9. To include and maintain a Adsota Tracking Code within the Publisher Links.

4.10. Not to modify or alter the Advertiser Content and/or the Publisher Link in any way.

4.11. Not to use any Proxy IP address to sign-up or access its Account.

4.12. Not to place Adsota Links in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guest books.

4.13. Not to use IRC channels, instant messages or similar Internet resources without prior written approval of Adsota;

4.14. Not to engage in pop-up or pop-under advertising using any means involving third party properties and/or services/applications. Pop ups/unders are acceptable on a first party basis only when triggered by the Publisher's site content or by downloadable applications for which Publisher is the owner/operator. Pop ups/unders delivered through downloadable applications cannot engage in means that force clicks or perform redirects.

4.15. Not to use other Publisher Services than those detailed by the Publisher in its Account;

4.16. Not to generate non-bona fide Transactions by using any device, program, software, robot, Iframes, hidden frames or any similar tool;

4.17. Not to mislead the end-users, and not to use any mechanism which force a click-through leading to a Transaction;

4.18. Not to engage in acts of fraud;

4.19. That all promotions made through Apps will be compliant with the terms and conditions of the relevant Market Place.

4.20. Publisher represents and warrants that the Publisher Medium and the Publisher Services will at all times be compliant with all relevant laws, regulations and generally accepted standards of behavior and public order, applicable in the relevant territory, in particular with regard to respect for privacy, collection and processing of personal data, protection of individuals and minors, the rights of third parties and unfair competition.

4.21. In particular, Publisher represents and warrants that: Publisher will not infringe any proprietary right of an Advertiser, Adsota or any third party;

4.22. The Publisher Medium and the Publisher Services will not directly or indirectly breach the terms of these T&Cs or contain any objectionable content in any jurisdiction where it is used/viewed, including but not limited to content that is misleading, libelous, defamatory, obscene, violent, hate-oriented, illegal, and/or promoting illegal goods, services or activities;

4.23. Publisher will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with any applicable law and/or regulation that govern email marketing and/or communications. In this respect, the emails sent by Publisher in the frame of the Mobile Campaigns shall at least contain accurate sender information and subject lines, an Internet based opt-out mechanism and the Publisher's or its agent's postal address;

4.24. Publisher's website(s) will content the Publisher's privacy policy in order to comply with the applicable laws and regulations. In particular, such privacy policy shall fully and accurately disclose the collection and use of end-user information by the Publisher, as well as Publisher's use of third party technology (including Adsota's tracking technology), the use of cookies and options for discontinuing use of such cookies.

4.25. In case of breach with any of the paragraphs above, all payments will be blocked.

4.26. To the extent Adsota believes Fraud has occurred in any advertising by Publisher, Adsota has the right to scrub fraud conversions without a maximum amount of days after the initial conversion was made. Competent evidence will be provided in this case.

4.27. Without the prior written consent of Adsota, Publisher shall not have any third party carry out its obligations.

EXTRA COMPLIANCY INCENTIVIZED TRAFFIC

4.28. NON-COMPLIANT CONTENT MEANS ALL WEBSITES THAT CONTAIN CONTENT ABOUT THESE (OR SIMILAR) SUBJECTS: "FACEBOOK HACK", "SKYPE HACK", "WIFI HACK","DEEZER HACK","ITUNES CARDS HACK", "XBOX LIVE POINTS HACK", "PSN CARDS HACK", "SOFTWARE HACKS","COPYRIGHT MATERIAL", "KEYGENS, SERIALS", "CONSOLE EMULATOR SOFTWARE", "SOFTWARE RIPS, ILLEGAL DOWNLOADS", "CONTENT THAT VIOLATES NORMS OF SOCIAL VALUES", "SHOCKING OR DISTURBING CONTENT" "INSTAGRAM HACK", "ANY OTHER SOCIAL MEDIA ACCOUNT HACKS",

4.29. AND ALL OTHER SORTS OF CONTENT, WHICH INTERFERE PRIVATE SPHERE OF OTHERS OR ARE IN VIOLATION OF ANY LAWS. "EXPRESSLY IT IS NOT PERMITTED TO USE AND/OR DISTRIBUTE VIRUSES, RANSOM WARE WORMS, TROJAN HORSES, ROOTKITS, KEY LOGGERS, DIALERS, SPYWARE, ADWARE, MALICIOUS BHOS, ROGUE SECURITY SOFTWARE AND OTHER MALICIOUS PROGRAMS." (ABSTRACT OF THE ADVERTISING AGREEMENT) THE PROMOTION OF NON-ADULT OFFERS ON ADULT OR 'SEXY' CONTENT IS STRICTLY FORBIDDEN.

4.30. USAGE OF CARRIER LOGOS AND/OR REFERENCES TO (MOBILE) CARRIERS / CARRIER NAMES ARE STRICTLY PROHIBITED.

4.31. NON-COMPLIANT FLOW MEANS ALL FLOWS WHERE THESE (AND SIMILAR) WORDS (INCLUDING TRANSLATIONS TO ANY LANGUAGE) ARE USED: "FREE", "100%", "100% FREE", "ZERO COSTS", "YOU ARE THE WINNER", "SELECTED WINNER", "FREE DOWNLOAD", "$0.00".

4.32. AND ALL OTHER SORTS OF SENTENCE CONSTRUCTIONS THAT SAY THERE ARE NO COSTS INVOLVED TO ENABLE ONLINE PRODUCTS AND SERVICES VIA ADSOTA 'S OFFERS OR LETTING THE USER THINK THEY HAVE WON SOMETHING ALREADY. IT'S NOT ALLOWED TO MAKE PROMISES LIKE 'FREE DOWNLOAD', WHEN IN FACT IT ISN'T BECAUSE ADSOTA 'S MOBILE CONTENT OFFERS AREN'T FREE FOR THE USERS (EXCEPT FOR ADSOTA 'S LEAD-GEN OR FREE DOWNLOAD OFFERS). AT ALL TIMES, THE PROMISED PRODUCT OR SERVICE MUST BE ENABLED AFTER COMPLETION OF THE OFFER.

4.33. ALL WEBSITES WITH NON-COMPLIANT CONTENT OR A NON-COMPLIANT FLOW NEED TO BE BLOCKED IMMEDIATELY WHEN DETECTED. FOR THIS WE WORK WITH A 1-HR NOTICE. IF THIS IS NOT POSSIBLE DUE TO TIME DIFFERENCES WE WILL HAVE TO BLOCK THE OFFER FOR PUBLISHER UNTIL THE ISSUE IS FIXED. GAME HACK AND GAME CHEAT WEBSITES ARE LEGAL AND COMPLIANT TO RUN WITH ADSOTA 'S OFFERS. HOWEVER, IF THE GAME HACK IS ACTUALLY HACKING THE ONLINE SERVICE AND/OR UNLOCKS POINTS THAT USERS NORMALLY SHOULD PAY FOR, IT IS NON-COMPLIANT AS WELL.

5. Amendments to the agreement and additional work.

5.1. If it appears that amendments to the agreement, such as an Insertion Order, are necessary, the parties shall negotiate in good faith these amendments.

5.2. Adjustments to any agreement, such as an Insertion Orders, are valid when signed by both parties or when accepted via e-mail.

6. Price, Payments, Taxes and Costs.

6.1. Reporting. The Price will be solely based upon the Volume compiled by Adsota tracking and reporting system. Adsota will provide the Publisher with a report on [monthly] basis, unless otherwise agreed in the IO detailing the Volume in relation to the campaigns. The aforesaid report will be broken out by day and be sent by the 5th of every following month. Publisher agrees to accept the Adsota report as the official basis for measuring the Volume and acknowledges that it shall not be entitled to any further information on the Volume. Publisher further acknowledges that in some cases, Adsota will need to make adjustments to reported statistics due to specific contractual provisions (e.g., Fraudulent Activities), statistical errors, or third party tracking provided by Client.

6.2. Invoices. Unless Adsota has prepaid, Publisher will issue the invoices on a [monthly] basis upon its receipt of the reports aforementioned in Section 1.1 from Adsota. Invoices will be sent to Adsota ’s billing address as set forth on the IO and will at a minimum contain the IO number, company name, campaign name and any number or other identifiable reference stated as required for invoicing on the IO. The invoice shall cover only those inventory that meet the criteria specified in this Agreement. Publisher must send the invoices in time, otherwise Adsota shall not bear any liability of late payment therein.

6.3. Payments. Adsota shall pay the Price in full to Publisher within [25] days. All amounts payable to Publisher under this Agreement will be paid in US Dollars to Publisher bank account. Publisher may update its bank account information from time to time during the Term by providing Adsota with the update.

6.4. Taxes, Costs. The Parties agree that any taxes imposed on a party by any governmental authority in connection with the execution and performance of this Agreement shall be paid by that party. If any withholding tax is imposed by any relevant tax authority with respect to any sums due to Publisher hereunder, then such sum will be paid to Publisher after deducting the amount of such withholding, and Adsota shall pay such withholding tax to the relevant authorities and provide Publisher with a copy of tax receipts thereof.

6.5. Wire Transfer Fees. Any commission fees regarding to the money transfer shall be born on Publisher except commission fees from Adsota’s side.

7. Intellectual property rights

7.1. All intellectual property rights, including copyrights, vested in the Advertising Material and any results of the work of Adsota or of any third party subcontracted by Adsota (hereinafter 'Intellectual Property'), remain with Adsota or such third party.

7.2. The Publisher may only use the Intellectual Property if and to the extent agreed upon in writing. Such authorized use by the Publisher will take place on its own expense and own risk. Insofar as there is no such agreement in writing, the Publisher is only entitled to use the Intellectual Property supplied by Adsota to the extent necessary for the execution of the agreement.

7.3. Unless agreed otherwise, the Publisher is not permitted to transfer, encumber, lend or otherwise make available the Intellectual Property or any rights vested therein to any third party.

7.4. Any Intellectual Property which are the result of the performance by Publisher will vest in Adsota and, to the extent necessary, will be transferred by Publisher to Adsota at Adsota's first request.

7.5. If the Publisher uses Advertising Material, supplied by Adsota, in any manner other than for which consent was given, then the Publisher is liable to pay an amount per day which amount equals the fee paid to Adsota in the month prior to such use, notwithstanding the right of Adsota to claim its actual damages.

8. Warranties.

8.1. The Publisher represents and warrants that Publisher is authorized to publish or otherwise exploit the Advertising Material as agreed upon.

9. Guarantees, Liability and indemnification

9.1. The liability of Adsota for direct loss is under any event limited to the amount paid by Adsota to the Publisher in the month preceeding to the moment the liability arose. 'Direct loss' means only material loss that is the direct consequence of an attributable fault or an unlawful act of Adsota.

9.2. The liability of Adsota for loss other than direct loss as defined in paragraph [9.1], is hereby excluded. 'Loss other than direct loss' includes consequential loss, business loss, loss of profit, lost savings, loss due to business stagnation or interrupted communications and loss resulting from or connected with the materials supplied by Adsota.

9.3. Publisher shall defend, indemnify and hold Adsota (including Adsota's officers, directors, employees, corporate Publishers, subsidiaries, agents, and subcontractors) harmless from any and all liabilities, claims and losses of any kind or nature (including but not limited to reasonable attorney's fees and costs) arising from or in connection with any breach of any of Publisher's obligations and/or representations under sections 4 and 7 of these T&Cs by Publisher, Publisher's officers, directors, employees, corporate Publishers, subsidiaries, agents, commercial partners and/or subcontractors.

9.4. Adsota makes its best efforts to operate the Adsota Platform and Services according to the current industry standards as regarding service availability and security.

9.5. Adsota is, under no circumstances, responsible for the practices, acts or omissions of any advertiser or Publisher, or such advertiser or Publisher's medium.

9.6. EXCEPT IN CASE OF FRAUD OR NEGLIGENCE CAUSING DEATH OR PERSONAL INJURY, ANY OBLIGATION OR LIABILITY OF ADSOTA UNDER THESE T&CS SHALL BE EXPRESSLY LIMITED TO DIRECT MATERIAL DAMAGES ONLY, AND CAPPED AT THE TOTAL AMOUNT OF PAYOUTS PAID TO PUBLISHER BY ADSOTA UNDER THESE T&CS DURING THE 6 (SIX) MONTHS PRECEDING THE CLAIM.

9.7. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ADSOTA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ABSENCE OF VIRUSES OR HARMFUL COMPONENTS, CORRECTNESS, ACCURACY, RELIABILITY, OR INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR MEDIUM.

9.8. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADSOTA MORE THAN 1 (ONE) YEAR AFTER THE TERMINATION OF THE CONTRACT.

10. Term and termination

10.1. Unless otherwise agreed in writing, each agreement shall be entered into for an indefinite period, but may be terminated by either party taking into account a two (2) day prior written notice.

10.2. Parties are entitled to terminate the agreement with the other party without notice if and as soon as the other party becomes insolvent or seeks bankruptcy or a moratorium. When the agreement is terminated and the other party has not met all its obligations, then all rights conferred on the other party shall automatically lapse, without the need for any legal step to achieve this.

10.3. The litigious Transactions will not be subject to payment;

10.4. Adsota may apply Chargeback of one or more payment; and

10.5. Publisher shall not be eligible to enter into a new Affiliation agreement with Adsota, and any attempt to do so shall be null and void, unless Adsota, at its sole discretion, determines otherwise and confirms such decision in writing.

10.6. No indemnification can be obtained by Publisher for the suspension of the Adsota Service or termination of the Contract under this article.

11. Prohibition on engagement of employees

11.1. During the term of any agreement between the parties and for a period of one year after completion of the last agreement, neither the Publisher nor any person or company associated with the Publisher may employ or otherwise engage the services of any employee of Adsota who has been involved in any way with the performance of the agreement. Breach of such prohibition shall carry an immediate penalty equal to the payment received by Adsota from the Publisher in the 12 months preceding the moment when any such breach is committed or, where the collaboration between Adsota and the Publisher has already terminated, from the time of the termination, without prejudice to the right of Adsota to recover compensation for the full amount of its loss from the Publisher.

12. Non-Circumvention

12.1. During the term of the agreement between the parties and for a period of two (2) years after termination of the last agreement, Publisher shall not do business directly or indirectly with any advertiser or other party with which Publisher has done business with via Adsota, or directly or indirectly solicit or induce such party to do business directly with the Publisher. Breach of such prohibition shall carry an immediate penalty of USD 10,000 per event and USD 2,500 for each day that such breach continues, without prejudice to the right of Adsota to recover compensation for the full amount of its loss from the Publisher.

13. Confidentiality

13.1. Publisher or Adsota may provide each other with information that is confidential and/or proprietary, as designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information").

13.2. The receiving party agrees to make commercially reasonable efforts, and in all cases no less effort than it uses to protect its own Confidential Information, to ensure the protection and maintain the confidentiality of the Confidential Information.

13.3. Confidential Information shall not include information:

13.4. That is or becomes part of the public domain through no act or omission of the receiving party;

13.5. That is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of these T&Cs or any other agreement, or

13.6. That the receiving party had in its possession prior to the disclosure by the other party.

13.7. Upon termination of the Contract, Publisher must, upon Adsota's request, destroy or return to Adsota any Confidential Information provided by Adsota to Publisher under the Contract.

13.8. Publisher agrees that Adsota may provide Publisher's identification and contact details, as well as any and all end-user, Transaction and/or Tracking Code data, traffic sources and referring URLS to the Advertiser to which Publisher referred such end-user, and to any competent regulatory, legislative and judicial bodies.

13.9. Adsota reserves the right to utilize Tracking Code data provided to it, which may include: information about Publisher's performance statistics, to analyze the Adsota Service trends, monitor the Adsota Service efficiency, maintain the integrity of the Tracking Code, promote Adsota Service capabilities and efficiencies, and promote Publisher and its web performance to Advertisers.

13.10. Publisher agrees that Adsota may identify it in client lists and may use Publisher's name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher's name and/or logo not otherwise described or contemplated herein shall require Publisher's prior written consent.

14. Complaints

14.1. Any complaint must be submitted in writing to Adsota within fourteen (14) days of the provision of the services or invoice date respectively.

14.2. After the end of such period, no complaint shall be handled and the Publisher loses any right to make a complaint.

14.3. Unless there is proof to the contrary, the data from the accounts of Adsota is conclusive.

15. Other terms

15.1. The Publisher is not entitled to transfer its rights or obligations to any third party. If any provision of these T&Cs is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of these T&Cs shall remain in full force and effect.

15.2. Each party shall treat as confidential all information received from the other party which it is reasonable to assume is of a confidential nature and shall not disclose this to any third party.

15.3. The waiver of any breach of any provision under these T&Cs shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

15.4. These General Terms and Conditions and all agreements between the parties are subject to Singapore law and any disputes shall be brought exclusively before the court with relevant jurisdiction in Singapore.

15.5. Any notice or other communication under this Agreement shall be in writing and shall be considered given when sent by email.

This Agreement was last revised April 2016.