Terms & Conditions

This PlatFormLead Affiliate Network Advertiser Agreement ("Advertiser Agreement"), shall govern the relationship between PlatFormLead Affiliate Network (" PlatFormLead Affiliate Network" or "we") and the Advertiser ("Advertiser"), whereby Advertiser may obtain access to the Affiliate Network (" PlatFormLead Affiliate Network") of registered third party affiliates ("Affiliates") and publishers ("Publishers"), and related technology and software (" PlatFormLead Affiliate Network Ad Server"), to market customized advertisements and links provided by Advertiser and/or PlatFormLead Affiliate Network ("Ads," as further defined below). The PlatFormLead Affiliate Network, as well as the services provided by PlatFormLead Affiliate Network in connection therewith ("Services"), are further described in the Insertion Order ("IO") attached hereto and incorporated herein by reference (the IO, together with this Advertiser Agreement, the "Agreement"). The terms of the IO shall supersede all contrary terms set forth in this Advertiser Agreement, unless expressly set forth to the contrary. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to "Advertiser" shall refer jointly to Advertiser as well as the applicable underlying client.

1.PlatFormLead Affiliate Network/Services

     Advertiser agrees to accept and pay for, and PlatFormLead Affiliate Network agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, PlatFormLead Affiliate Network shall undertake marketing campaigns with Advertiser (each an "Ad Campaign") whereby PlatFormLead Affiliate Network will distribute Advertiser's proprietary advertising materials including, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media (collectively, "Advertiser Ads") and/or, where applicable, PlatFormLead Affiliate Network Ads (as defined below) through the PlatFormLead Affiliate Network either:
Upon the execution of the Agreement, Advertiser must register on the PlatFormLead Affiliate Network website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsibility for any and all actions taken under Advertiser's Account, whether authorized by Advertiser or not. Advertiser must immediately notify PlatFormLead Affiliate Network of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that PlatFormLead Affiliate Network will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.

2.Account

  Upon the execution of the Agreement, Advertiser must register on the PlatFormLead Affiliate Network website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsibility for any and all actions taken under Advertiser's Account, whether authorized by Advertiser or not. Advertiser must immediately notify PlatFormLead Affiliate Network of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that PlatFormLead Affiliate Network will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.

3.Ads

Advertiser shall develop all aspects of the Advertiser Ads, other than where the parties agree that PlatFormLead Affiliate Network shall assist in the development of Ads. The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Ads; other than those portions that PlatFormLead Affiliate Network prepares on Advertiser's behalf (such portions hereinafter referred to as, the "PlatFormLead Affiliate Network Ads" and together with the Advertiser Ads, the "Ads"). The parties understand and agree that PlatFormLead Affiliate Network is the sole owner of any and all intellectual property rights associated with the PlatFormLead Affiliate Network Ads, other than Advertiser's trademarks, logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the PlatFormLead Affiliate Network Ads. Under no circumstances shall PlatFormLead Affiliate Network be authorized to use the Ads other than in connection with Advertiser's Ad Campaigns as set forth in the IO(s). Advertiser shall submit all Advertiser Ads to PlatFormLead Affiliate Network for approval prior to the commencement of the subject Ad Campaign set forth in the applicable IO. Advertiser shall not alter, modify or otherwise change the Ads, or any other Ads-related feature, in any manner whatsoever, without obtaining PlatFormLead Affiliate Network's prior express written consent, after the applicable Ad has been approved by PlatFormLead Affiliate Network. Notwithstanding the foregoing, PlatFormLead Affiliate Network shall have sole discretion with respect to the creation of the "subject" and "from" lines used in its e-mailing of any Ads. PlatFormLead Affiliate Network reserves the right, in its sole discretion and without liability, to: change any of its Ad Guidelines at any time; and to reject, omit, exclude or terminate any Ad for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad was previously acknowledged, accepted or published by PlatFormLead Affiliate Network. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, where PlatFormLead Affiliate Network deems, in its sole discretion, that the Ads, including the applicable products and/or services promoted by such Ads ("Advertiser Products"), and any website linked to from such Ads, are in violation of any applicable law, rule, regulation or other judicial or administrative order or where the content thereof may tend to bring disparagement, ridicule or scorn upon PlatFormLead Affiliate Network or any of its Publishers and/or Affiliates. Advertiser reserves the right to reject, omit, exclude, terminate or request a change to the Ads at any time and PlatFormLead Affiliate Network shall, subject to the provisions set forth herein, comply with such request as soon as practical but in no event later than three (3) business days after its receipt thereof. Advertiser may cancel or suspend a CPM-based Ad Campaign, or an Ad associated with such a CPM-based Ad Campaign, effective within approximately twenty-four (24) business hours of PlatFormLead Affiliate Network's receipt of Advertiser's cancellation notice, which Advertiser can deliver by logging into its Account and following the instructions on the applicable menu.

4.Placement

The positioning, placement, frequency and other editorial decisions related to Ads shall be made by PlatFormLead Affiliate Network and/or its Affiliates and Publishers, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where "Run of Affiliate Network" or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that PlatFormLead Affiliate Network and/or its Affiliates and Publishers may determine, in their respective sole discretion.

5.Ad Codes

Unless otherwise stated in writing by PlatFormLead Affiliate Network, each Ad used by PlatFormLead Affiliate Network in connection with an Ad Campaign must include, in unaltered form, the special transaction tracking computer code provided by PlatFormLead Affiliate Network ("Ad Codes"). Advertiser will not knowingly modify, circumvent, impair, disable or otherwise interfere with any Ad Codes and/or other technology and/or methodology required or made available by PlatFormLead Affiliate Network to be used in connection with any and all Ads. In connection with CPA-based Ad Campaigns, Advertiser agrees to payPlatFormLead Affiliate Network a default payment of Fifty Cents ($0.50) CPM on a net thirty (30) day basis in instances where conversion data cannot be supplied due to a failure of the Ad Codes and Advertiser's inability to provide such information, in the alternative. All determinations made by PlatFormLead Affiliate Network in connection with the Ads, Actions and any associated fees invoiced to Advertiser shall be final and binding on Advertiser. Notwithstanding the foregoing, PlatFormLead Affiliate Network's Services do not involve investigating or resolving any claim or dispute involving Advertiser and any Publisher, Affiliate or other third party.

6.E-mail Marketing

I.   The following terms apply to all Ad Campaigns transmitted via e-mail by PlatFormLead Affiliate Network's Affiliates on behalf of Advertiser. Any and all e-mail based Ads:

II.   shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003 ("CAN-SPAM") and any and all Federal Trade Commission implementing regulations;

III.   must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and

IV.   must not result in any consumer fraud, product liability or breach of contract to which Advertiser is a party or cause injury to any third party. Advertiser shall cause a valid physical postal address for Advertiser to appear in each e-mail Ad, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). PlatFormLead Affiliate Network may make available, at a PlatFormLead Affiliate Network-designated FTP site ("FTP Site"), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Ad Campaigns transmitted by PlatFormLead Affiliate Network's Affiliates for Advertiser under applicable IO(s). Advertiser shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by PlatFormLead Affiliate Network, or send its suppressed e-mail addresses to PlatFormLead Affiliate Network via e-mail no less than daily. If no such suppressed e-mail addresses are supplied by Advertiser, then PlatFormLead Affiliate Network may conclude that no such addresses exist. The suppression list and login provided by PlatFormLead Affiliate Network are deemed to be Confidential Information of PlatFormLead Affiliate Network, as defined hereinbelow. Suppression lists may not be used by Advertiser for any purpose other than to comply with applicable laws regulating e-mail transmissions. Advertiser agrees to process any unsubscribe requests within seven (7) days of being posted at the FTP Site.

7.Payments

The rates for Actions shall be set forth in the applicable IO(s). PlatFormLead Affiliate Network will invoice Advertiser twice monthly. Unless otherwise set forth in the applicable IO, payment will be due to PlatFormLead Affiliate Network within thirty (30) days of the date appearing on each invoice. If payment is not made in a timely manner, PlatFormLead Affiliate Network may, at its option, immediately terminate the Agreement and/or any applicable IO(s). Interest will accrue on any past due amounts at the rate equal to the lesser of one and one half percent (1.5 per month or the maximum amount permitted by law. In addition, Advertiser shall be liable to PlatFormLead Affiliate Network for all attorneys' fees and other costs of collection incurred in collecting such unpaid amounts. Advertiser agrees and acknowledges that it shall be fully responsible for any and all taxes, whether state or local, and related fees, costs and penalties incurred by PlatFormLead Affiliate Network and/or any of its Publishers or Affiliates pursuant to Chapter 57 of the Laws of 2008 amending the New York State Tax Law.

8.Leads/CPA/Unaccepted Actions

  I.   In connection with Leads and CPA-based Ad Campaigns, Advertiser will pay PlatFormLead Affiliate Network for all Actions generated; provided, however, that Advertiser shall have no obligation to pay for any Lead/CPA-based Action that:

  II.   it rejects within five (5) days of its receipt thereof; and

  III.   both parties determine is not a Valid Action (as defined below). Where PlatFormLead Affiliate Network determines that such Action is a Valid Action, Advertiser must pay for same. A "Valid Action" means an individual person that:

  IV.   is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person;

  V.   in the case of CPA-based Campaign, is a valid sale that is not fraudulent, cancelled, charged back or otherwise nullified; and

  VI.   in the case of Leads-based Campaigns, has submitted information that meets all of Advertiser's criteria as set forth in the applicable IO. The data associated with any and all Lead/CPA-based Actions ("Action Data") that are not both accepted and paid for by Advertiser shall be deemed the Confidential Information of PlatFormLead Affiliate Network, subject to any and all restrictions set forth herein ("Unaccepted Action Data"). Upon Advertiser's acceptance of a Lead/CPA-based Action (and payment to PlatFormLead Affiliate Network therefor in accordance with payment terms set forth herein and in the applicable IO), PlatFormLead Affiliate Network shall grant to Advertiser joint ownership and the full right to use such Action Data. Where Advertiser does not accept Leads/CPA-based Actions, where Advertiser fails to make payments for same in accordance with the payment terms herein and in the applicable IO and/or where such Leads/CPA-based Actions are later determined not to be Valid Actions, Advertiser shall have no rights in and to such Action Data, and such Action Data shall be considered and treated as Unaccepted Action Data. Without limiting the generality of the confidentiality obligations set forth herein, Advertiser agrees that it:

VII.  will not transfer, export, display, forward or otherwise share information contained in the Unaccepted Action Data to/with any third party;

VIII.  will not use the information contained in the Unaccepted Action Data on its own behalf in any manner not expressly authorized by PlatFormLead Affiliate Network;

 IX.  will not use the information contained in the Unaccepted Action Data to create any interactive on-line, CD-ROM or other derivative product;

 X.   will not publicly display the information contained in the Unaccepted Action Data on the Internet; and

 XI.  will notify PlatFormLead Affiliate Network as soon as it learns of any actual or suspected unauthorized use of or access to the information contained in the Unaccepted Action Data and provide reasonable assistance to PlatFormLead Affiliate Network in the investigation and prosecution of any such unauthorized use or disclosure.

9.Term/Termination

I.  The Agreement shall continue for the term set forth in any underlying IO, provided that either party may terminate the Agreement and/or any IO at any time, upon five (5) business days' prior written notice. Upon termination or expiration of the Agreement for any reason:

II.  Advertiser will pay PlatFormLead Affiliate Network all amounts then due and owing as of the termination date within thirty (30) days as set forth in Section 7 hereinabove;

III.  any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
IV.any and all Confidential Information or proprietary information of either party that is in the other party's possession or control must be immediately returned or destroyed. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive termination of the Agreement, shall survive and remain in effect in accordance with their terms.

10.Warranty/Limitation of Liability

THE PlatFormLead Affiliate Network, SERVICES, PlatFormLead Affiliate Network ADS, AD GUIDELINES, ACTIONS AND AD CODES PROVIDED By PlatFormLead Affiliate Network UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT OF THE LAW, PlatFormLead Affiliate Network MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PlatFormLead Affiliate Network DOES NOT WARRANT OR GUARANTY ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES. The PlatFormLead Affiliate Network, SERVICES, PlatFormLead Affiliate Network ADS, AD GUIDELINES, ACTIONS AND/OR AD CODES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PlatFormLead Affiliate Network HAS NO LIABILITY, WHATSOEVER, TO ADVERTISER OR ANY THIRD PARTY, FOR ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND PlatFormLead Affiliate Network DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. PlatFormLead Affiliate Network HAS NO LIABILITY FOR ADVERTISER'S USE OF, OR INABILITY TO USE, THE AD GUIDELINES OR APPLICABLE ACTIONS AND PlatFormLead Affiliate Network DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, THAT ADVERTISER'S USE OF THE PlatFormLead Affiliate Network, SERVICES, PlatFormLead Affiliate Network ADS, AD GUIDELINES AND/OR ACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE. PlatFormLead Affiliate Network MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. IN NO EVENT SHALL PlatFormLead Affiliate Network BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IFPlatFormLead Affiliate Network HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PlatFormLead Affiliate Network WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT AND/OR ANY IO AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYONDPlatFormLead Affiliate Network'S CONTROL. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, PlatFormLead Affiliate Network'S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID To PlatFormLead Affiliate Network BY ADVERTISER DURING THE PRIOR SIX (6) MONTH PERIOD PURSUANT TO THE AGREEMENT. PlatFormLead Affiliate Network SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF PUBLISHERS AND/OR AFFILIATES.

11.Representation and Warranties

I.   Advertiser represents and warrants that:

II.  it has the power and authority to enter into and perform its obligations under the Agreement;

III.  at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, "Laws");

IV.  it owns and/or has any and all rights to permit the use of the Advertiser Ads and, where approved, PlatFormLead Affiliate Network Ads, by PlatFormLead Affiliate Network, its Publishers and Affiliates, as contemplated by the Agreement;

V.  at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;

VI.  it will not disable "back" browser functionality to prohibit end-users from returning to the website from which the Ad was selected, if applicable;

VII.  Advertiser has a reasonable basis for any and all claims made within the Ads and possesses appropriate documentation to substantiate such claims;

VIII.  for CPA and Leads Campaigns, the Ads, and/or the landing page from each Ad where an Action is completed (for example, Advertiser's website page where an end-user is directed when such end-user clicks on the Ad, fills in a registration form or takes a similar action in connection with the Ad) contains a prominent link to Advertiser's privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to end users regarding Advertiser's use, collection and disclosure of their personal information;

IX. Advertiser shall fulfill all commitments made in the Ads;

X.  no Ad is targeted to end-users under the age of eighteen (18);

XI. prior to loading any computer program onto an individual's computer including, without limitation, programs commonly referred to as adware and/or spyware, but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy and end-users are instructed on how to disable such cookies), Advertiser shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program;

XII. the Ads, Advertiser Products, any Advertiser website linked to from the Ads do not:

XIII. contain any misrepresentations or content that is defamatory;

XIV. contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;

XV.  promote or support gambling or sweepstakes or contests; or

XVI. contain any "worm," "virus" or other device that could impair or injure any person or entity;

XVII. Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC"); and (m) Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time.

12.Indemnification

I.  Advertiser shall irrevocably defend, indemnify and hold PlatFormLead Affiliate Network, its Publishers, Affiliates and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:

II.  Advertiser's breach of the Agreement, any and all applicable IO(s) or any representation or warranty contained therein;

III.the Ads, Advertiser Products and/or Advertiser websites; and/or

IV. any claim that PlatFormLead Affiliate Network is obligated to pay any taxes in connection with Advertiser's participation hereunder.

13.Confidentiality

I.  For purposes of the Agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:

II.  a party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;

III.  the material terms of the Agreement and/or any associated IO(s);

IV.  with respect to PlatFormLead Affiliate Network, the Unaccepted Action Data and suppression lists; and

V.   any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:

VI.  who need to know such information in order for the Receiving Party to perform its obligations hereunder; and

VII.  who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:

VIII.  is generally available to or known to the public through no wrongful act of the receiving party;

IX.  was independently developed by the Receiving Party without the use of Confidential Information; or

X.  was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.

14.Non-Circumvention

I.  Advertiser recognizes that PlatFormLead Affiliate Network has proprietary relationships with its Publishers and Affiliates. Advertiser agrees not to circumvent PlatFormLead Affiliate Network's relationship with such Publishers and Affiliates, or to otherwise solicit, purchase, contract for or obtain services similar to the Services performed by PlatFormLead Affiliate Network hereunder from any Publisher and/or Affiliate that is known, or should reasonably be known, by Advertiser to have such a relationship with PlatFormLead Affiliate Network, during the term of the Agreement and for six (6) months following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Advertiser can show that any such Publishers and Affiliates already provided such services to Advertiser prior to the date of the first IO executed by the parties, then Advertiser shall not be prohibited from continuing such relationship. Advertiser agrees that monetary damages for its breach, or threatened breach, of this Section 14 will not be adequate and that PlatFormLead Affiliate Network shall be entitled to:

II.   injunctive relief (including temporary and preliminary relief) without the requirement to post a bond;.

III.  liquidated damages from Advertiser in the amount equal to one hundred percent (100%) of the fees paid by Advertiser to the subject Publisher and/or Affiliate, as applicable, for the prior twelve (12) month period; and

IV.  any and all other remedies available to PlatFormLead Affiliate Network at law or in equity.

15.Force Majeure

Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Affiliate Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

16 Privacy and Data Protection

This Privacy and Data Protection Appendix (“Appendix”) amends (for valid consideration which is hereby acknowledged as duly received) the agreement entered into between the Partner (“Partner”, “You”, “Your” etc.) and the relevant Platform Lead Limited, duly registered and acting under the laws of Nigeria (“”) for the selling and/or purchasing of advertising inventory and serving of advertisements to Data Subjects ("Agreement").

This Appendix shall be incorporated into and form part of the Agreement and be deemed to have become effective as of the date both Partner and have executed this Appendix. In case of any conflict between a provision of the Appendix and the Agreement, as it relates to Personal Data, the provision of the Appendix shall prevail. Capitalized terms used herein and not defined herein will have the meaning set forth in the Agreement and/or the Data Protection Laws. Provision of the Service to Partner entails the transmission and processing of data retrieved, sent and
received by and from its partners (including Partner) and their Data Subjects, clients and other third parties. Such data may constitute Personal Data (as defined below). Therefore, the parties agree to comply with the following provisions.

Definitions
• “Data Protection Laws” means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time, including but not limited to: the EU General Data Protection Regulation (“GDPR”) as implemented by countries within the EEA and in the USA; and/or other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to Partner in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
• “Controller”, “Data Subject”, “Personal Data”, “Processor” “Processes/Processing” shall each have the meanings given in the applicable Data Protection Laws.
• “ Privacy Policy” means the privacy policy available at PLATFORMLEAD’s official website:
http://www.PlatformLead.com or at any other or additional location, as may be updated from time to time.
• “Service” means PLATFORMLEAD and/or its Affiliates’ proprietary technology and/or services for enabling and optimizing publishers and advertisers' ability to sale and purchase advertising inventory on certain mobile applications and mobile/desktop websites, including via programmatic auction (if applicable) and any kind of mailings, including all sorts of messaging.
• “Data Subjects” means a human end‐Data Subject accessing a mobile/web application/website or receiving any kind of mailings and all sorts of messaging.
• Partner (acting as an Advertiser) and (acting as a Publisher) each agree and acknowledge that
where a party Processes Personal Data under or in connection with the Agreement it alone determines the purposes and means of such Processing as a data controller (as defined under applicable Data Protection Laws).
• Each party confirms that it has complied and will continue to comply with its obligations relating to Personal Data that apply to it under applicable Data Protection Laws.
• Partner warrants that it has provided adequate notices to and obtained valid consents from Data Subjects (or his partners warranted him that they had done it), in each case, to the extent necessary for to Process their Personal Data or other information in connection with the Agreement, including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA. Partner will on request provide records of all relevant consents obtained (or make his partners who warranted to provide) to . Partners shall notify in writing within 24 hours of Partner receiving Data Subject’s objection to or withdrawal of Data Subject’s consent to Process their Personal Data or other information including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA. Partner will not by act or omission, cause to violate the ’s Privacy Policy, any Data Protection Laws, notices provided to, or consents obtained from, Data Subjects as result of Processing Personal Data in connection with or otherwise performing the Service under the Agreement.
• will Process Personal Data in accordance with the ’s Privacy Policy.
• Each party will limit access to Personal Data to those personnel who require such access only as necessary to fulfil such party’s obligation under the Agreement.
• Each party will maintain appropriate administrative, physical, organizational and technical safeguards aimed at maintaining an appropriate level of security.
• Each Party will provide other Party with all necessary assistance in connection with communications from, or requests made by Data Subjects in relation to their rights under Data Protection Laws, and supervisory authorities, in each case as they relate to Data Subject Personal Data.
• Each Party to the best extent possible will provide the other Party assistance in complying with the Data Protection Laws

Contract Clauses for Controller to Processor (Processor to Sub‐Processor) relationships:
3.1 Obligations
Between You and , You are sharing Personal Data in relation to the Agreement. Therefore, You, as the Controller (or Processor) will have the responsibility to obtain appropriate consents (warranties regarding obtaining such consents from Controller if you act as Processor) for Processing of Personal Data by as Processor (Sub‐Processor) in the capacity of a Processor (Sub‐Processor) as highlighted in this Appendix. You will comply with the requirements of the Data Protection Laws as a Controller (or Processor) and will be responsible for notifying of any Data Subject request towards deletion, rectification, opt‐out election or any other execution of rights by Data Subject, which influence execution of Agreement between the Parties.

Paragraphs 3.1 – 3.3 shall apply if and to the extent that the Processor processes any Personal Data on the Controller’s behalf when performing its obligations under the Agreement.
• Each party acknowledges that:
• Processor shall only Process Personal Data for the following permitted purpose in relation to advertising campaigns:
(1) For fraud detection purposes including creating fraud reports to be shared with advertisers;
(2) For reporting purposes including reports to be shared with advertisers or for reporting to
Controller;
(3) For determining performance of campaigns distributed through Publisher’s inventory or network and billing purposes.
• the processing shall continue for the duration of Agreement and this Appendix as part thereof;
• the processing concerns: clicks, actions and impressions data, IP Address, device identifiers, http headers,
publisher details (such as site ID, partner ID, advertiser and publisher name), campaign details (such as campaign ID, creative ID) and such other data sets.

3.2 The Processor obligations
• Processing the Personal Data only to the extent necessary for the purposes of the Agreement and otherwise in accordance with the documented instructions of the Controller;
• Not processing the Personal Data in any country outside the European Economic Area other than in accordance with the terms of the Model Contract Clauses. If the Processor is required by applicable laws to transfer the Personal Data outside of the European Economic Area, the Processor shall execute appropriate documentation as required under Data Protection Laws (unless the Processor is barred from making such notification under the relevant applicable law). Partner acknowledges that may need to transfer Personal Data outside of EEA in the context of Processing;
• Ensuring that all persons authorized by it to process the Personal Data are committed to confidentiality or are under a statutory obligation of confidentiality under applicable law;
• Having at all times during the term of the Agreement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to protect any Personal Data, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access;
• Engagement of the Processor to another Processor, substantially similar obligations to those set out in paragraphs in this Appendix shall be imposed by the Processor on the other Processor in a written contract;
• Ceasement of processing the Personal Data immediately upon the termination or expiry of Agreement and this Appendix or, if sooner, on cessation of the contractual activity to which it relates and, at the Controller’s election, delete or return all Personal Data to the Controller, and delete all existing copies unless applicable law requires their retention;
• Processor shall not retain Personal Data for longer than necessary to meet the permitted purposes hereunder or use the same for any purposes other than such permitted purposes.
• If requested by Controller, Processor shall without delay, rectify the Personal Data, to ensure it remains accurate, complete and current or delete the same upon notification by Controller to honor any Data Subject’s request. Controller agrees to notify Processor of such requests immediately.
• Making available to the Controller all information reasonably necessary to demonstrate compliance with the obligations set out in this Appendix, and reasonably assist in audits, including inspections, conducted by the Controller or its representative to determine Processor’s compliance with its obligations hereunder. Processor shall have audit rights to determine Controller’s compliance with Data Protection Laws and Controller shall make available to the Processor all information reasonably necessary to demonstrate such compliance. Any audit will be conducted upon provision of reasonable notice and during regular working hours;
• Notification at the earliest opportunity, and in any event within 48 hours after having become aware, of the Controller of any unauthorized or unlawful processing of any Personal Data to which this clause applies and of any loss or destruction or other damage and shall take such steps consistent with good industry practice to mitigate the detrimental effects of any such incident on the Data Subjects and cooperate with the Controller in dealing with such incident and its consequences; and

3.3 Other
• Where the Processor intends to or replace other Sub‐Processors, it shall first inform the Controller of the intended change and shall implement appropriate data processing terms with such new Processors.
• The Processor acknowledges that the Controller is under certain record keeping obligations under the Data Protection Laws and agrees to provide the Controller with all reasonable assistance and information required by the Controller to satisfy such record keeping obligations.
3.4 Model Contract Clauses
The Model Contract Clauses require setting out more detail about what data is being transferred and why, as well as how the Processor must keep that data secure.
3.4.1 Description of ’s data Processing for Partner
• Partner is the Data Controller and the contact details are set out in this Appendix.
• is the Data Processor and our contact details are also set out in this Appendix.
• The types of data being transferred are Personal Data, which does not include special categories of data.
• will be carrying out the tasks in relation to that data as set out in this Appendix.
3.4.2 Description of Processor’s security measures
• Restriction of access to data centers, systems and server rooms as necessary to ensure protection of Personal Data.
• Monitoring of unauthorized access.
• Written procedures for employees, contractors and visitors covering confidentiality and security of information.
• Restricting access to systems depending on the sensitivity/criticality of such systems.
• Use of password protection where such functionality is available.
• Maintaining records of the access granted to which individuals.
• Ensuring prompt deployment of updates, bug‐fixes and security patches for all systems.
• Providing Anonymization (encryption, Pseudonymization) measures where applicable and required by
Data Protection Laws.
3.4.3 Liability and Payment of Compensation
• Without prejudice to the provisions of the Agreement, shall defend, indemnify and hold Partner harmless and keep Partner indemnified, on demand from and against any and all damages incurred by Partner as a result of ’s and/or its employees or representatives unauthorized and/or unlawful Processing, or accidental loss, disclosure, destruction or damage to any Partner Data obtained from (or held by or its personnel on behalf of) Partner, save where such loss, disclosure, destruction or damage was carried out or incurred at the Partner’s request. shall be liable for and shall indemnify Partner and its employees and agents from and against all damages (including non‐material damage) which Partner may suffer consequent upon breach of applicable Data Protection Laws, recklessness or willful default of , its employees or agents. In no event shall total liability to Company under this Appendix exceed €1.000,00.
• Notwithstanding the provisions of the Agreement, Partner shall defend, indemnify and hold harmless and keep indemnified, on demand from and against any and all actual or alleged claims and damages incurred by as a result of Partner’s and/or its employees or representatives (including without limitation any affiliates) unauthorized and/or unlawful data transfer or processing, or accidental loss, disclosure, destruction or damage to any Data obtained from (or held by Partner or its personnel on behalf of) , save where such loss, disclosure, destruction or damage was carried out or incurred at ’s request. Partner shall be liable for and shall indemnify and its employees and agents from and against all damages (including non‐material damage) which may suffer consequent upon any breach of Applicable Data Protection Law, recklessness or willful default of Partner, its employees or agents.

General
• This Appendix, (including all Clauses) and any dispute or claim (including non‐contractual disputes or claims) arising out of or in connection with it or its subject matter or formation (a “Claim”) shall be governed by and interpreted in accordance with the law of Nigeria (unless required otherwise by Data Protection Laws). The parties irrevocably agree that the courts of Cologne, Nigeria have exclusive jurisdiction to settle any Claim, unless required otherwise by Data Protection Laws.
• In case of conflict between the provisions regarding handling of Personal Data provided in this Appendix and pointed in the Agreement, the Appendix will prevail.

17.Miscellaneous

I.  Assignment. Neither party may assign, transfer or delegate any of its rights or obligations under the Agreement or any IO without the prior written consent of the other party, and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement, any IO or any portion hereof/thereof, to:

II.  an acquirer of all or substantially all of such party's equity, business or assets;

III.  a successor in interest whether by merger, reorganization or otherwise; or

IV.  any entity controlling or under common control with such party.

V.  Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the laws of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction.

VI.  Modification. The Agreement, any exhibits attached hereto and any and all applicable IO(s) represent the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. The Agreement, any exhibits attached hereto and any and all applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each party. To the extent that anything in or associated with any IO is in conflict or inconsistent with the Agreement, the IO shall take precedence.

VII.  Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

VIII.  Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf; provided, however, that PlatFormLead Affiliate Network acts as a limited agent of Advertiser for the sole purpose of performing the Services set forth in applicable IO(s).

IN WITNESS WHEREOF, PlatFormLead Affiliate Network and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.