Terms & Conditions

The following Terms and Conditions are made and entered into by and between Bang Media Group B.V., a company with limited liability (hereinafter: “Advidi”), incorporated under Dutch law, acting under the trading name Advidi, having its registered place of business at (1051 PA) Amsterdam, at Watertorenplein 8, the Netherlands, registered under number 3436870 at the Dutch chamber of commerce (KvK), and the party (Affiliate/Advertiser/Client) purchasing the Services from Advidi, (hereinafter: “Client”).

These Advidi T&Cs shall apply to any and all agreement(s) entered into between parties, whether are part of the Framework Agreement or otherwise.

Advidi provides the Client with the ability to make use of the Service, as defined herein, subject to the Client’s compliance with these Advidi T&Cs. By enrolling as a Client, the client, its agents, representatives, employees and any other person acting on its behalf with respect of the use of the service, shall be bound by – and agrees to be bound by these Advidi T&Cs.

1. Definitions

1.1 – Ads: email, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead-generations, hypertext or other links, widgets, works of authorship, jumbo promo’s, content scripts, add tags, silver bullets, site skins, promotional- and other advertising material and any kind of commercial- sponsored- or other content.

1.2 – Artificial Traffic: also known as fraudulent traffic, is a collective term for invalid Conversions, which may originate (for example without limitation) from automatic openings, spiders, robots, requests in email or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a visitor who wants to reach a certain website.

1.3 – Click/to Click: The action where an Ad is clicked on with the result that the Landing Page is fully loaded.

1.4 – Conversion: is an action on which the commercial deal is based, for example, if the commercial deal is CPM, CPA, CPC, CPL, CPD, CPPU, CPAU, CPI, conversion is respectively mille, action, click, lead, download, paying user, active user and install.

1.5 – CPA: Cost Per Action. This is the payment model following which the Client pays for a specific action, namely registration. CPA is sometimes also referred to as CPL. The action is registration or another action as described in the Agreement.

1.6 – CPAU: Cost Per Active User: This is the payment model following which the Client pays for an active user.

1.7 – CPC: Cost Per Click. This is the payment model following which the Client pays for each time a visitor Clicks on an Ad.

1.8 – CPD: Cost Per Download. This is the payment model following which the Client pays for a Product download.

1.9 – CPL: Cost Per Lead. See CPA.

1.10 – CPM: Cost Per Mille. This is the payment model following which the Client pays for 1000 (thousand) impressions (number of times an Ad is presumably been seen by visitors).

1.11 – CPPU: Cost Per Paying User: This is the payment model following which the Client pays for a paying user.

1.12 – Campaign: Campaign listed in the Insertion Order in the Campaigns and specifications table.

1.13 – Landing Page: the Provided URL in combination with the Tracking Code, the Campaign registration page where visitors are able to sign up

1.14 – Provided URL: unAdvidie URL provided by the Client to Advidi which is relating to a Campaign and specific to Advidi.

1.15 – Publisher: company or person in Advidi’s network that places Ads within their platform, a website, a channel, an application or another medium (“Medium”).

1.16 – Service: Targeting by Advidi of a visitor in order to generate Conversions and collecting data to optimize targeting and effectuate the advertisement campaign in a positive mannerby means of (without limitation)distributing Ads provided by Client, within Advidi’s network.

1.17 – Country: countries/regions defined and specified in the Insertion Order where the Campaign is advertised.

1.18 – Tracking Code: code provided by Advidi to Client, based on the Provided URL to be embedded onto the Landing Page.

1.19 – Traffic: total network reach.

1.20 – CPI: Cost per install

1.21 – DOI: Double opt in

1.22 – SOI: Single opt in

1.23 – Advidi Statistics: interpretation of collected data, at the sole discretion of Advidi, on the basis of the Data Points and an unique system from Advidi to identify a visitor.

1.24 – Data Point: Tracking Code, depending Conversion agreement in combination with in Campaign tracking by Client, which is delivered to Advidi (server to server).

1.25 – Insertion Order: agreement relating to the advertisement of a Campaign specifying the specifics of a campaign.

2. The Advidi Service

2.1 From the Effective Date (date of execution of the Agreement), Client agrees to accept and pay for, and Advidi agrees to provide the Service. However, the Service shall only be rendered if and when the Client is accepted by Advidi. Advidi may deny acceptance of an Client for any reason and is not obligated to inform the Client of the reason of rejection.

2.2 In order to perform the Service, Advidi is allowed by Client to, without limitation: a) use the Provided URL in order to create the Tracking Code; b) generate derivative URLS’s for Publishers (in order to, without limitation, target the Country) (the “Derivative URL”); and deploy/use the Tracking Code for further use of internal real-time statistics for accurate and real-time reconciliation with the Client and Publisher.

Client hereby allows Advidi and Publisher to place (links with) the Derivative URL on their Medium.

2.3 Client agrees that he will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Client alters, removes, disables or moves the Tracking Code, Client will be obligated to pay Advidi for all estimated Conversions generated during this period, based upon the historical earnings/conversions. Client agrees that Client will place the Tracking Code on a Landing Page and that this Landing Page does not contain the Tracking Code or tracking method of a third Party.

2.4 The Client is responsible for placing and maintaining the Tracking Codes on the proper Landing Pages as per the instructions in the Code Implementation Guide as attached to this Agreement/these Advidi T&Cs. In the event that somehow Client does not place the Tracking Codes adequately, Advidi is entitled to suspend the Service immediately. This will not discharge the Client of the obligation to pay sent invoices to Advidi before, during and after the suspended period and invoices relating (partially) to the historical earnings/conversions as described in article 2.3.

2.5 Without wishing to make any limitation, Advidi has the right to suspend the Service, for example, in the event that one of the following situations occurs for at least the duration of this situation:

a) The Provided URL is not properly provided to Advidi. Client shall make sure that the Provided URL is correct and shall remain valid for the time of the campaign for the Campaign and an additional period of 1 (one) month from termination of the Insertion Order.

b) The Client’s company name, VAT number, address and contact persons are not filled out properly in the an Agreement.

c) The Agreement is not filled out properly and/or the Agreement is not signed by an authorized person.

d) The Client has not fulfilled its payment obligations, including, without limitation the obligation to make a prepayment.

2.6 Advidi undertakes to monitor and register the Traffic generated on the Mediums of the Publishers.

2.7 The Service may be modified, amended, changed or terminated by Advidi for practical reasons at any time upon written notice (including email) to the Client. In the event that the Client does not accept the modifications, amendments and/or changes the Client shall immediately cease to use the Service and will immediately notify Advidi, so that Advidi can pause or terminate the Service.

3. Security

3.1 Advidi keeps multi level fraud detection to optimize the prevention of Artificial Traffic. As soon as Artificial Traffic is detected by Advidi’s fraud detection, Client will be contacted. In the event that Client detects Artificial Traffic, Client will inform Advidi immediately by written notice (including email). Advidi will only investigate an addressed issue regarding Artificial Traffic detected by Client within 10 (ten) days of the date of the thereto relating invoice. After these 10 days have passed, the invoice is deemed to be accepted totally without the right of Client to address issues regarding the inaccuracy thereof (including on the basis of suspected Artificial Traffic).

4. Payment and Disputes

4.1 Advidi will request Client statistics via email on a monthly or bi-monthly basis, depending on the agreement. Client is required to deliver the (bi)monthly stats within 48 hour of the request by Advidi or supply a login to their platform in order for Advidi to check the statistics. Invoices are sent by Advidi and payment is done by Client in the agreed payment terms.

4.2 In the event that Client wishes to dispute the correctness of an invoice, this must be done immediately upon receipt of the invoice but in no event later that within 10 days after the invoice date. If no disputes are made by Client regarding the invoice within 10 days, the invoice will be deemed to be accepted by Client.

4.3 The quality of the Service in a subjective sense and the fact that the invoice is based on the Advidi Statistics, will never give rise to a dispute.

4.4 Invoices shall be paid by Client within 15 days of the invoice date. Payment of invoices on time is of the essence.

4.5 In the event payment is not received by Advidi within 15 days, Client is in breach of the Agreement. Advidi has the right to suspend the Service immediately from this point on and Advidi will send Client a notification of breach with a remedy period of 7 days (notification will be send by email). If payment is received within 7 days of the notification of breach date, Advidi will resume the Service. If payment is not received within the remedy period of 7 days, Advidi has the right to terminate the Agreement in accordance with section 7 of these Advidi T&Cs. Client will be liable and reimburse Advidi for any costs (made) and/or damages related to the late or non-payment by Client. Furthermore, Advidi has the right to demand pre-payment by Client in the future or alter the payment conditions in any manner.

4.6 In the event that Client activated a monthly budget, the Client shall make an effort to notify Advidi by email when 80% of budget is spent. This article 4.6 is not applicable in the event of a test budgets as stipulated in the Insertion Order.

4.7 In the event of an over delivery of the budget agreed upon in the Insertion Order of 10% or less, Client shall pay the invoice including the over delivery.

4.8 Advidi shall not be responsible to pay Affiliate on any eligible Commissions where: (a) the applicable Compensable Transaction involves the generation of leads, and the applicable leads delivered by Affiliate are comprised of consumers that have previously registered for, opted-in to and/or are already a member and/or an applicable campaign customer of the applicable Client, as the case may be; (b) are generated using fraud, incentivized marketing or otherwise in violation of the restrictions contained herein; and/or (c) the subject Email recipient did not opt-in to receiving Email marketing from Affiliate. Advidi will not pay Commissions on any billings: (1) that occur before Affiliate is accepted into the Affiliate Program; and (2) that occur after termination of this Agreement or any applicable Advertising Campaign. Advidi will not pay any Commissions to Affiliate unless Advidi has documentation to support such Commissions. Advidi may require Affiliate to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Commission payments. Advidi reserves the right to withhold and/or cancel Commission payments due and owing to Affiliate at any time, in its sole discretion, when Advidi believes that Affiliate is in breach of any term of this Agreement. Customers that buy products and/or services through the Affiliate Program shall not be deemed to be the customers of Affiliate

4.9 Deception or Fraud
Advidi actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by Advidi’s sole discretion, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged that, among other things:
Have click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Advidi;

Have ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported;

Have shown fraudulent leads as determined by the Advertisers;

Have used any incentives to procure clicks/sales or leads

Have used any content locking to procure clicks/sales or leads

Have provided leads obtained other than through intended consumer action. For instance, use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behavior.

Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs.

If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Advidi or use of sites in co-registration campaigns that have not been approved by Advertiser), as determined solely by Advidi, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Advidi, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, Advidi reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

4.10 Regarding copyright infringements Affiliates/ Publishers
Publisher will be solely responsible for the development, operation, and maintenance of the publisher website and for all materials that appear on the publisher website. Such responsibilities include, but are not limited to, the technical operation of the publisher website and all related equipment; creating and posting product reviews, descriptions, and references on the publisher’s website and linking those descriptions to the program site; the accuracy and propriety of materials posted on the publisher’s website; and ensuring that materials posted on the publisher website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Advidi disclaims all liability and responsibility for such matters.

4.11 Regarding low Rebill Rates – Diet/Skin/Muscle
Advidi May, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy and rebill rate [65% or higher] of any registration information provided by publisher. If at any time Advidi, determines the publisher’s registration information to be misleading, inaccurate or untruthful, Advidi may restrict, deny or terminate publisher’s account, publisher’s access and use of, and/or any benefits derived from publisher’s participation in the program; and /or any benefits derived from publisher’s participation of the program. Advidi may also withhold payment of any commission and/or other fees that may be or become payable to publisher.

5. Prepayment

5.1 In the event that Parties have agreed on a prepayment (for 1 or more Campaigns), the following applies: If the Agreement is terminated by the Client in part or in whole, the pre-payment related to the terminated (part of) the Agreement, is non-refundable.

6. Intellectual Property Rights

6.1 Advidi owns or has the rights to all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to Advidi, the Service or software necessary for the Service.

6.2 “Intellectual Property Rights” means all intangible, intellectual, proprietary and industrial property rights, wherever located, including, but not limited to, the following: (a) all trademarks, service marks, trade names and logos; (b) all copyrights, moral rights, and other rights in works of authorship including images; (c) all patents and patents applications; (d) all designs, ideas, and (e) all other rights covering intangible property recognized in any jurisdiction.

6.3 Intellectual Property Rights to information, productions, materials, elements, artwork, creations, drafts and all other work (“werk” under the Dutch Copyright Act), including within Ads and including on the Client‘s website, (“Work”) belong to Client or that the owner of the rights to the Work has granted Client with a license to use the (Intellectual Property Rights regarding the) Work as necessary to fulfill this Agreement and these Advidi T&Cs without any limitations and without any costs for Advidi. The Client also guarantees that the Work does not infringe on any rights of third parties, including Intellectual Property Rights, and that such Work is not offensive, prohibited or questionable in any way.

6.4 Client holds Advidi harmless from and indemnifies Advidi against any claims from any third party relating to infringement of Intellectual Property Rights.

6.5 Client hereby grants Advidi the right during the Term of the Agreement to use the (Intellectual Property Right regarding the) Work, in order for Advidi to fulfilling it’s obligations under the Agreement.

6.6 Client may only use the Work from Advidi, such as, not limited to logo’s, after prior written approval from Advidi. Any mentions relating to the Agreements and working relationship between Advidi and Client, may also only be communicated to any third party and publicly after prior written approval from Advidi.

6.7 The rights provided to Advidi on the basis of this section will be exclusive or non-exclusive depending on the Agreement.

6.8 Advidi grants Affiliate a non-exclusive, non-transferable, revocable and limited license to use the Content.

6.9 Affiliate may not post content on public message boards, chat rooms, or in public areas of social networking and job sites including but not limited to MySpace.com, Facebook.com, Tagged.com, Craig’slist.org, etc. Affiliate may not allow the Content to be placed on any non-Affiliate Websites without the prior express written consent of Direct Focus Online.

6.10 Affiliate does not acquire any ownership rights to the Advidi Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists made available Advidi or any Client. The availability of the Advidi Website, Affiliate Program, Content, Data, Transaction Tracking Codes and Suppression Lists made available Advidi or any Client does not constitute a waiver of any rights related there.

7. Limits on Advidi’s Liability

7.1 Advidi cannot guarantee or warrant the performance of the Service under all circumstances. Advidi cannot guarantee the success of the Campaign or the advertisement campaign.

7.2 In no event shall Advidi or any of its subsidiaries, affiliates, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental or any damages resulting from , arising out of or in connection with the access, use of, or inability to access or use the service, even if Advidi has been advised of the possibility of such damages except to the extent such damages arise directly and solely from willful misconduct or gross negligence on the part of Advidi.

7.3 More specifically, Advidi will not be liable for defects in the Service, interruptions in the accessibility to the Service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in the Service or for any damage caused by viruses or components of the Service, to the Client software and/or the Client’s website. Advidi shall not be liable for any error in the implementation of the links on the Clients website or for the specified function of the links. Additionally, Advidi has no control over and is therefore not be liable for the behavior of third parties and Publishers, including but not limited to any breach of contract by the Publisher. Advidi shall not be liable in any way for any agreements made directly between the Client and such companies.

7.4 In the event that the foregoing exclusions or limitations of liability or any of the disclaimers of warranties is not allowed by law, such exclusions or limitations will not apply to Client but only to the extent such exclusions or limitations are not allowed. In such case, such exclusions or limitations shall be limited to the extent required by applicable law.

7.5 The Client shall keep Advidi harmless for and indemnify Advidi against any claims including claims for damages or costs, including on the basis of Intellectual Property Right infringement, in relation to the Campaigns, the Agreement or these Advidi T&Cs.

7.6 In the event that Client does hold Advidi liable and an authorized judge has ruled that Advidi is liable, Advidi’s liability shall be limited to direct damages up to the amount of EUR 2.500 (two thousand five hundred Euros).

7.7 Affiliate agrees to indemnify, defend and hold harmless Advidi, its parents, affiliates and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (i) Affiliate’s, or a Sub-Affiliate’s, breach of this Agreement and/or any representation or warranty contained herein; (ii) the Affiliate Websites, Affiliate Database, and/or Affiliate’s or any Sub-Affiliate’s marketing practices; (iii) any third party allegation or claim against Advidi relating to a violation of any Laws and Regulations; (iv) any allegation that Affiliate or a Sub-Affiliate has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (v) any non-Advertising Campaign related content, goods or services offered, sold or otherwise made available by Affiliate on and through the Affiliate Websites, Affiliate Database or otherwise; (vi) any claim that Advidi is obligated to pay any taxes in connection with Affiliate’s participation in the Affiliate Program; and/or (viii) Affiliate’s or any Sub-Affiliate’s participation in the Affiliate Program, in any manner whatsoever. You will promptly assume such defense with counsel reasonably acceptable to us upon written notice to you of such indemnifiable claim. Advidi reserves the right to participate in the defense at its sole expense. You agree that you will not settle any indemnifiable claim without our prior written approval of Advidi. Affiliate shall immediately notify Advidi if Affiliate receives notice of any complaints, inquiries or investigations related to the Affiliate Websites, Affiliate Database, any Sub-Affiliates or any other violations in connection with Affiliate’s or any Sub-Affiliate’s business whether or not Affiliate is obligated to indemnify Advidi for such claim hereunder.

8 Term and Termination

8.1 The Framework and/or an Agreement shall come into force upon execution thereof by both Advidi and Client and shall remain in effect until terminated as per this section.

8.2 The Client is entitled to terminate an Agreement for any reason in writing, taking into account a notice period of 1 (one) calendar month. For example, if Client sends a notice of termination to Advidi on the 15th of July, the Agreement terminates as per the 1st of September.

8.3 Client may elect to pause a Campaign at any time in which case Advidi will inform the Publisher of this request. The effectuation of the pause will normally not take effect before a period of 2 business days. During this period, the Agreement is still in effect and all Conversions must be paid. During the “test campaign” phase i.e. the first 30 days after the campaign is launched, the Client cannot pause the campaign.

8.4 Advidi is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Campaigns in writing (including through email) for any reason, including without limitation, in the event that: (i) Advidi considers the Client or the content of his website inappropriate in any way; (ii) The Client acts fraudulently or illegally in any way or the Client tries to influence the Tracking Code on their website or Client in any other way breaches any of the provisions of this Agreement; (iii) The Client does not comply with any applicable law or regulation; (iv) at Advidi’s sole discretion Advidi decides that the Campaign does not obtain enough Conversions within a period of four (4) weeks.

8.5 The Agreement may be terminated by either Party upon written notice to the other Party if the other Party breaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period. Either Party may forthwith terminate the Agreement immediately, if the other Party is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of creditors, goes into voluntary or compulsory lAdvidiidation, has a receiver or administrator appointed over the its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party.

8.6 Effect of Termination. The Client must cease to use the Service and Advidi will disable the Service upon termination of an Agreement Termination for whatever reason, will not discharge the Client from the obligation to pay all outstanding invoices.

8.7 Termination of the Framework Agreement may be done by Advidi taking into account a notice period of 1 (one) month. Termination of the Framework Agreement will not affect ongoing Agreements and the Framework Agreement will remain in effect for the ongoing Agreement until termination thereof.

9. Consent and Confidentiality

9.1 The Client consents to the publication of the Clients name and web address and other information relating to the Client at Advidi’s website. The Client also consents to Advidi sending newsletters and other information to the Clients e-mail address and using the information given by the Client for marketing purposes.

9.2 “Confidential Information” means nonpublic information that a Party to the Agreement marks or otherwise designates as being confidential, or by its nature should be considered confidential including, without limitation, information in tangible or intangible form relating to and/or including released or unreleased software, marketing or promotional activities, or business policies or practices of the Discloser. Neither Party will disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party for any reason. Each Party’s obligations in this Section will not apply to information that such party can establish (a) was in the public domain at or subsequent to the time it was communicated to the receiving party (“Recipient”) by the disclosing party (“Discloser”) through no fault of Recipient; (b) was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated ot Recipient by Discloser; (c) was developed by Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) has been communicated by Discloser to one or more unaffiliated third parties without any confidentiality obligation. Upon request at any time during or after the Term of the Agreement, each Party will return to the other party all Confidential Information provided by the other party, and all copies thereof, in such return party’s possession, custody or control. Notwithstanding the foregoing, Recipient may disclose or produce any Confidential Information if and to the extent required by any discovery request, subpoena, court order or governmental action, provided that Recipient gives Discloser reasonable advance notice of the same to allow Discloser a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief relating to such proposed disclosure.

10. General

10.1 Data and Cookies. The Client hereby undertakes to comply with all applicable EU- and national laws and regulations in force including, but not limited to, the EU-directive 2002/58/EC. Advidi is allowed to place cookies. These cookies placed by Advidi are valid for at least 30 days after first visit of the visitor.

Advidi has the right to collect data, including, but not limited to personal data in anonymous form, not being personal data under the Personal Data Protection Act (Dutch:niet zijndepersoonsgegevens in de zin van de Wet Bescherming Persoonsgegevens). In the event that Advidi does collect personal data under the Personal Data Protection Act (Dutch: zijnde persoonsgegevens in de zin van de Wet Bescherming Persoonsgegevens), a separate processor’s agreement will be executed between Parties, Advidi will always be considered as processor and Client will be considered as controller. Client guarantees that it is compliant at all times with applicable law relating to the collection of personal data, including, without limitation under Dutch Law (Personal Data Protection Act) and that he will inform Advidi of specific laws and regulations of Countries, as to enable Advidi to comply with these laws and regulations. Client holds Advidi harmless from and indemnifies Advidi against a claim from any third party relating to this section 10.1.

10.2 If the Client is a natural person he must be at least 18 years of age. If the Client has not reached the age of 18, a parent must give their explicit written consent regarding the (attempted) registration to Advidi’s Service and must sign the Agreement on behalf of the minor. The (attempted) registration to the Advidi Service or signing of the Agreement by an Client under the age of 18 without parental consent is ineffective and void.

10.3 The Client warrants that the information furnished to Advidi regarding himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Client must notify Advidi immediately by email of any changes in the information.

10.4 In the event the Client is a private company with limited liability or public limited company, Advidi must be provided with the Clients full registered name, company registration number, registered office, trading address and VAT number.

10.5 These Advidi T&Cs may be amended by Advidi at any time. Such amended Advidi T&Cs shall be effective upon announcement thereof on the Advidi website or notification to Client. By continuing to use the Service after such announcement or notification, Client will be deemed to have accepted such amendments.

10.6 Severability. If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.

10.7 Assignment of the Agreement. The Client may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Advidi.

10.8 Localization. Client agrees that the Campaign shall be localized properly. Client guarantees that the Campaign and the Ads are in accordance with the following minimum requirements. The Campaign and Ads i) are translated in the correct languages, applicable for the Countries; ii) are in complete conformity with any and all national and state laws and legislations of the Countries; iii) are in complete conformity with any and all regulations of any body charged with the enforcement of a (statutory) regulation, such as, without limitation rating bodies (ESRB, USK etc.) iv) is provided with applicable age gating.

Client holds Advidi harmless from en indemnifies Advidi against any claim from any third party, relating to the aforementioned guarantees and on any other grounds.

Nevertheless, Advidi always reserves the right to reject a Campaign.

10.9 Any changes to the Framework Agreement or any other Agreement, must be mutually agreed upon between Parties in writing (including per email) before they have effect.

10.10 A decision of Advidi to not invoke its rights, does not constitute a waiver of these rights.

10.11 Nothing in this Advidi T&Cs or an Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Advidi and the Client.

10.12 All Sub-Affiliates must meet the same criteria for approval and must comply with the same terms and conditions as the Affiliate as set forth in this Agreement. Affiliate is fully responsible for the acts and/or omissions of its Sub-Affiliates, jointly and severally liable with such Sub-Affiliates and Direct Focus Online may revoke approval of Affiliate’s participation in any Advertising Campaign based on the acts or omissions of that Affiliate’s Sub-Affiliates.

10.13 Advidi reserves the right to use all legal measures necessary in order to ensure that Affiliate and its Sub-Affiliates are in compliance with this Agreement. Affiliate shall fully and unconditionally indemnify Advidi for any and all actions of any Sub-Affiliate including, but not limited to, payment of legal fees and costs if necessary.

10.14 Affiliate represents and warrants that it will respond to all consumer complaints within forty-eight (48) hours of notification.

10.15 Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate Websites, Affiliate Database and for any and all materials that appear on the Affiliate Websites. Such responsibilities include, without limitation: (a) the technical operation of the Affiliate Websites and all related equipment; (b) creating and posting content, descriptions and references on the Affiliate Websites; (c) the accuracy and propriety of materials posted on the Affiliate Website; (d) ensuring that materials posted on the Affiliate Websites do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; (e) ensuring that the Affiliate Websites comply with all applicable laws, rules and regulations; (f) ensuring that Affiliate’s use of the Affiliate Database will comply with all applicable privacy, data protection, credit and any other laws, statutes and governmental regulations including, without limitation, CAN-SPAM, state Email, deceptive marketing and privacy laws, the Fair Credit Reporting Act and the Children’s Online Privacy Protection Act; (g) ensuring compliance by any Sub-Affiliates with the terms of this Agreement; (h) ensuring that each Affiliate Website shall, at all times during the term of this Agreement, maintain a privacy policy (“Affiliate Privacy Policy”) that complies with applicable law; (i) that the Affiliate Privacy Policy shall explain that each such Affiliate Website allows third parties, including Client, to serve the Content within its media; and (j) that the Affiliate Privacy Policy explains that each such Affiliate Website is allowed to share any information collected therein with third parties, such as Client as contemplated hereunder.

10.16 Affiliate agrees that Advidi may use, in perpetuity and without prior approval, Affiliate’s name, company name and/or likeness, the Affiliate Website addresses and any associated information in Advidi ‘s marketing materials and press releases, without compensating Affiliate.

10.17 Affiliate recognizes that Advidi has proprietary relationships with the affiliates, Clients and other third parties that participate in the Affiliate Program. Affiliate agrees not to circumvent Advidi ‘s relationship with such Advidi Partners, or otherwise offer, make available, provide, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by affiliates in the Affiliate Program for any Advidi partner that participates in the Affiliate Program, during the term of this Agreement and for the one (1) year period following termination or expiration of this Agreement. Notwithstanding the foregoing, to the extent that Affiliate can show that any such Advidi partner already obtained such services from Affiliate prior to the date of this Agreement, then Affiliate shall not be prohibited from continuing such relationship.

10.18 Affiliate acknowledges and agrees that by clicking on the button labeled “I Agree” or such similar links as may be designated by Advidi to accept this Agreement, Affiliate is submitting a legally binding electronic signature and is entering into a legally binding contract. Affiliate acknowledges that Affiliate’s electronic submissions constitute Affiliate’s agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, AFFILIATE HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY ADVIDI. Further, Affiliate hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

10.19 Affiliate may not include or promote any Content or Client Campaigns by and through any blogs, news articles or other social media without the prior written consent of Advidi in each instance

11. Applicable Law

11.1 These Advidi T&Cs and an Agreement shall be governed by, and is construed in accordance with the laws of the Netherlands.

11.1 If any dispute arises out of the Agreement or the Framework Agreement that cannot be resolved according to the Agreement or the Framework Agreement, these Advidi T&Cs and if the dispute cannot be settled amicably, the dispute will be brought before the courts of Amsterdam. Parties explicitly agree to the jurisdiction or the courts of Amsterdam.

11.2 To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Advidi and its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Direct Focus Online incurs in seeking such relief. This preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement