These Publisher Terms & Conditions (the Agreement) are made and entered into by and between Urekamedia.com
Vietnam Ureka Media Co., Ltd. HO: Villa 02, 02 Street No. 44
Thao Dien Ward, Dist. 2, HCMC
+84 (0) 28 37 447 041 - 37 447 044 - 37 447 048(Ureka Media), and you (Publisher), the party submitting an application to become an Ureka Media Publisher. The terms and conditions contained in this Agreement apply to the Publishers participation in Ureka Medias Publisher program accessible at www.Ureka Media.com or through other websites or applications Ureka Media may make available (Publisher Program), being operated on Ureka Medias own or third party service provider online platform (Ureka Media Publisher Platform). Each Publisher Program offer (an Offer) may be for any offering by Ureka Media or a third party (each such third party an Advertiser) and may link to a specific web site for that particular Offer (Program Web Site). Furthermore, each Offer may have additional terms and conditions on pages within the Publisher Program that are incorporated as part of this Agreement. By submitting an application or participating in an Offer, Publisher expressly consents to all the terms and conditions of this Agreement.

1. Publisher Guideline

Prohibited Content

Ι) Graphic or explicit violence

Ι) Adult, sexual, or obscene content

Ι) Discriminating, offensive, or profane material or hate content

Ι) Weapons, weapon accessories, or ammunition

Ι) Illegal drugs or drug paraphernalia

Ι) Tobacco or tobacco accessories

Ι) Spyware, malware, viruses, illegal hacking, or other materials that are intended to damage or render inoperable software or hardware

Ι) P2P file sharing, torrenting, or other content violating or infringing upon any third-party intellectual property rights

Ι) Counterfeit goods

Ι) Illegal products, activities, or services

Ι) Unmoderated user-generated content

Ι) Websites and other content that are under construction

Ι) Incentivized clicks, videos, or downloads

Ι) Exception: Publisher may allow rewarded video advertising, provided that the rewards offered to end-users for viewing the Ads are: (a) designated as a rewarded Ad by Publisher, (b) for the app in which the video Ad is displayed, and (c) virtual (i.e., having no monetary value). Publisher shall assume all responsibility and liability for such rewards.

Ι) Content offering traffic generation or promoting fraudulent traffic

Ι) Content pertaining to particular religions or spirituality, or advocating the superiority of a specific race/ethnic group, national origin, color, religion, sex, sexual orientation, language, status as a veteran, or any other legally protected status

Ι) Alcohol

Ι) Gambling or online casinos

Ι) Pharmaceutical or health products and services, including prescription medications

Ι) Abuse support

Ι) Substance abuse

Ad Refresh

Ι) Except for sticky Ads, Publisher must not refresh Ads prior to a change in the content of the Properties.

Ι) Publisher may only refresh Ads that are viewable.

Ι) Publisher must not allow background traffic (i.e., no Ad refreshes are permitted behind covering elements such as full screen videos).

Ι) The refresh rate (i.e., the time an Ad impression is shown prior to replacement) must be at least 30 seconds.

Ι) Video Ad placements should not be automatically refreshed.

Ad Positioning and Appearance

Publisher must not:

Ι) Excessively advertise, stack Ads, or place Ads next to each other;

Place Ads:

Ι) Above the fold for 300 x 250 or larger Ads;

Ι) Below the footer of mobile website Properties; or

Ι) In non-interactive areas including, but not limited to, the lock screen and out-of-app spaces;

Ι) Place hidden or invisible Ads;

Ι) Rescale, format, rotate, or modify Ads; or

Ι) Place incentivized Ads

Viewability

To ensure the authenticity of impressions, Ads must be:

Ι) Visible (i.e., not hidden, out of page, stacked, or stuffed); and

Ι) Placed reasonably and oriented correctly within the content, including an acceptable number or density of Ads in relation to the content.

Video

Ι) Video adspaces must also abide by the additional following requirements:

Ι) Video adspaces must be labeled correctly as one of the following types:

Ι) Instream: Adspace located within a video player with Ads displayed before, during, or after video content.

Ι) Outstream: Adspace located within content.

Ι) Interstitial: Full screen adspace located between two pages of content.

Ι) Rewarded: User receives a non-monetary reward for viewing a video Ad.

Ι) Adspace dimensions must match the inventory type (e.g., full screen interstitial).

Ι) Video must be clickable throughout play (except on rewarded adspaces).

2. ENROLMENT IN THE PUBLISHER PROGRAM

1. Publisher must submit a Publisher Program application on Ureka Medias website or otherwise.

2. Publisher must accurately complete the application to become a Publisher (and provide us with future updates) and not use any aliases or other means to mask Publishers true identity or contact information.

3. By filling in the application Publisher submits a binding offer to enter into a contract with Ureka Media according to the terms and conditions of this Agreement.

4. After Ureka Media reviews Publishers application, Ureka Media will notify him of his acceptance or rejection to the Publisher Program, generally within two (2) business days.

5. Ureka Media may accept or reject Publishers application at its sole discretion for any reason.

6. Ureka Media offers its services to commercial Publishers only. Consumers are not eligible to become a Publisher.

3. OBLIGATIONS OF THE PARTIES

a) Subject to Ureka Medias acceptance of Publisher and Publishers continued compliance with the terms and conditions of this Agreement, Ureka Media agrees as follows:

1. Ureka Media will make available to Publisher via the Publisher Program graphic and textual links to the Program Web Site or a range of Program Web Sites (Aggregation) and/or other creative materials (collectively, the Links) which Publisher may display on web sites and apps owned or controlled by Publisher, in emails sent by Publisher and clearly identified as coming from Publisher and in online advertisements (collectively, Media). The Links will serve to identify Publisher as a member of Ureka Medias Publisher Program and will establish a link from Publishers Media to the Program Web Site(s). In case of Aggregation, the selection of the respective Program Web Sites will be conducted by the Publisher; Ureka Media employees will only intervene manually in extraordinary cases, without however being obliged to do so; such manual intervention will be performed in Publishers and Advertisers interest.

2. Ureka Media will credit to Publishers account with Ureka Media for each Qualified Action (the Commission) an amount as defined in the respective Offers description. A Qualified Action means an action as defined in the Offers description performed by an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Ureka Media and (v) is not later determined by Ureka Media to be fraudulent, incomplete, unqualified or a duplicate.

3. Ureka Media will pay Publisher any Commissions earned in a certain month 30 days after the end of this respective month, provided that Publishers account balance is currently greater than 50 EUR and the Publisher activates the payout button in the Ureka Media Publisher Platform. Accounts with a balance of less than 50 EUR cannot be paid out and will roll over to the next month, and will continue to roll over monthly until the minimum payout volume of 50 EUR is reached. Since Ureka Media will endeavor to pay out Commissions to the Publisher as early as possible, this cannot be done unconditionally. Ureka Media therefore reserves the right to charge back to Publishers account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action. In case Publishers later account balance is lower than the due charge back amount Publisher is obliged to transfer the due amount back to Ureka Media upon request within no more than 7 business days. Ureka Media reserves the right to claim charge backs for up to 3 months after the respective Qualified Action has been performed by the user. Ureka Media also reserves the right to reclaim a payment at a later date within the statutory limitation periods if Ureka Media can show that the payment to the Publisher was not based on a payment claim due to a Qualified Action.

4. In case Ureka Media is obliged to pay back monies already collected to Advertisers, banks, or payment providers, such monies are deductible in the month they are paid back. The same applies in respect of monies paid back to Advertisers, banks, or payment providers in the event that Ureka Media agrees to do so on a bona fide basis to settle a dispute, unless such settlement is not reasonable, and the Publisher contradicts in writing within 10 business days upon being informed. Circumstances which oblige Ureka Media to pay back monies to Advertisers include alleged abuse or other instances of fraud for which Ureka Media is not responsible, as well as refunds. Circumstances which oblige Ureka Media to pay back monies to payment providers or banks include credit card or debit card fraud committed by Publishers or their agents, and Chargebacks. Chargebacks mean any credit or debit card transactions that are returned for reimbursement of the cardholders account for any reason.

5. Payment for Commissions is dependent upon Advertisers providing such funds to Ureka Media, and therefore, if an Advertiser does not provide sufficient funds, Ureka Media will pay the Commissions for the relevant Publisher Programs to all Publishers on a pro rata basis, if necessary. If the Advertiser does not provide sufficient funds to Ureka Media within 2 weeks, the Publisher shall be entitled to claim payment from the Advertiser directly and is obliged to do so before making any claim against Ureka Media. In this case, if requested to do so, Ureka Media shall assign its claims against the Advertiser to the Publisher in a sum equivalent to the amount due to the Publisher. The Publisher is not obliged to make a claim against the Advertiser directly if such claim is clearly without a chance of success due to the Advertiser being destitute.

6. The Publisher shall be solely responsible for the payment of, and shall pay when due and indemnify Ureka Media against, all applicable taxes, including any VAT and other sales, use, excise or transfer taxes and other taxes associated with payments to Publisher under the Agreement (except for taxes assessed on Ureka Medias net income).

7. Ureka Media shall automatically generate a credit note on behalf of Publisher for all Commissions payable under this Agreement and shall remit payment to Publisher based upon that credit note. All tracking of Links and determinations of Qualified actions and Commissions shall be made by Ureka Media in its reasonable discretion.

8. In the event that Publisher disputes in good faith any portion of a credit note, Publisher must submit that dispute to Ureka Media in writing and in sufficient detail within 14 days of the date on the credit note. If Publisher does not dispute the credit note as set forth herein, then Publisher agrees that it irrevocably waives any claims based upon that credit note.

9. Ureka Media tracks for the Publisher all of Publishers Qualified Actions based on generally accepted industry methods and shows them live 24/7 in statistical reports in the Ureka Media system.

10. If Publisher has an outstanding balance due to Ureka Media under this Agreement or any other agreement between the Publisher and Ureka Media, whether or not related to the Publisher Program, Publisher agrees that Ureka Media may offset any such amounts due to Ureka Media from amounts payable to Publisher under this Agreement.

11. By and rendering the services according to this Agreement, Ureka Media acts only as an agent between the Advertiser and the Publisher. The Advertiser itself is solely responsible for submitting offers for Advertising Programs to the Publisher. Ureka Media has no influence in this regard and thus provides no guarantee that offers, and thus Advertising Programs, will be available in satisfactory quantity.

12. Ureka Media does not allow Advertisers to transmit any Advertisement through the Ureka Media Publisher Platform to the Publisher that is unlawful, defamatory, libellous, harassing, abusive, fraudulent or obscene, or to link their Advertisements to such content. Upon being informed thereof, Ureka Media shall promptly remove any Advertisement containing such content. The Publisher does not have any other claims against Ureka Media.

13. Ureka Media shall use commercially reasonable efforts to block Links, from the collection of Links provided to the Publisher for display on the Media, from Blocked Domains.

14. Ureka Media takes reasonable measures to protect its systems against viruses, spyware and other malicious code (together Malicious Code), and shall take reasonable measures to check, or have its Advertisers check, all Links delivered through its systems to the Publisher, for Malicious Code. However, the Publisher acknowledges that Malicious Code can never be completely prevented. It is the Publishers responsibility to protect all data stored on its systems against unauthorized access, and data loss. The Publisher shall make its users waive, as far as legally permissible, all potential claims against Ureka Media based on Malicious Code, and inform its users as to appropriate measures to protect their systems.

15. Unauthorized third parties may send e-mails under the name of Ureka Media, without Ureka Medias knowledge or consent, and such e-mails may contain Malicious Code or links to web content which, in turn, contains Malicious Code. Ureka Media cannot prevent such behaviour. The Publisher shall, therefore, recommend its users to check all incoming e-mail for Malicious Code prior to opening them.

b) Publisher also agrees to:

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, Publishers Media.

2. Ensure that all materials posted on Publishers Media or otherwise used in connection with the Publisher Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling where applicable), contains profanity or otherwise contains materials that Ureka Media informs Publisher that it considers objectionable (collectively, Objectionable Content).

3. Accept that Ureka Media neither endorses nor approves of actions performed or content made available by the Publisher.

4. Hold Ureka Media harmless of any third party claims alleging the Publisher Media contains illegal content.

5. Not make any representations, warranties or other statements concerning Ureka Media or Advertiser or any of their respective products or services, except as expressly authorized herein.

6. Make sure that Publishers Media does not copy or resemble the look and feel of the Program Web Site or create the impression that Publishers Media is endorsed by Ureka Media or Advertisers or a part of the Program Web Site, without prior written permission from Ureka Media.

7. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to Publishers business, Publishers Media or Publishers use of the Links.

8. Comply with the terms, conditions, guidelines and policies of any third party services (if any) used by Publisher in connection with the Publisher Program, including but not limited to, email providers, social networking services and ad networks.

9. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Publisher Program and the provision of such personally identifiable information to Ureka Media and Advertisers for use as intended by Ureka Media and Advertisers, further detailed in Sect. 16 of the Agreement.

10. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Ureka Media or Advertiser, or as required by applicable laws regarding such Offers.

11. Make sure to not place Ureka Media Publisher Programs on any online auction platform (i.e. eBay, Amazon, etc).

c) The following additional program-specific terms shall apply to any promotional programs set forth below:

1. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Ureka Media in writing. Any pop-ups/unders used for the Publisher Program shall be clearly identified as Publisher served in the title bar of the window and any Advertiser-side ad serving software used by Publisher shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted end user license agreement and the software be easily removed according to generally accepted methods.

2. Publisher Network Campaigns. All Publishers that maintain their own Publisher networks and intend to broker Ureka Medias offers through their network need prior written approval from Ureka Media. In case approval is granted, Publisher agrees to place the Links in its Publisher network (the Network) for access and use by those Publishers in Publisher’s Network (each a Third Party Publisher ). If Third Party Publisher is itself a network (and thus working with further Third Party Publishers), then Publisher needs to get prior written approval from Ureka Media for each one of those Third Party Publisher Networks. Publisher agrees that it will expressly forbid any Third Party Publisher to modify the Links in any way. Publisher agrees to maintain its Network according to the highest industry standards. Publisher shall not permit any party to be a Third Party Publisher whose web site or business model involves content containing Objectionable Content. All Third Party Publishers must be in good standing with Publisher. Publisher must require and confirm that all Third Party Publishers affirmatively accept, through verifiable means, terms at least equivalent to those in this Agreement prior to obtaining access to the Links. Publisher shall promptly terminate any agreement with a Third Party Publisher who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Publisher with respect to the Links, Publisher shall promptly disclose to Ureka Media the identity and contact information for such Third Party Publisher. Publisher shall promptly remove any Third Party Publisher from the Publisher Program and terminate their access to future Offers of Ureka Media in the Network upon written notice from Ureka Media. Unless Ureka Media has been provided with all truthful and complete contact information for a Third Party Publisher and such Third Party Publisher has affirmatively accepted terms at least equivalent to those in this Agreement as recorded by Ureka Media, Publisher shall remain liable for all acts or omissions of any Third Party Publisher.

3. Incentive Traffic: Publisher acknowledges that Ureka Media is a non-incentivized traffic network. This means, that Publisher is not allowed to provide incentives (e.g. virtual or real currency) to his or Publishers users for performing any actions resulting in a successful conversion event. Conversions achieved through providing incentives will therefore be treated as invalid and/or fraud and may lead to the exclusion of Publisher from Ureka Medias network. This applies to all offers unless incentive traffic is explicitly approved in the offer description. Ureka Media may explicitly approve incentive traffic for certain offers in writing (e.g. via Email) on a case by case basis. Publisher will generally receive lower payouts for incentive traffic, details will be specified within the offer description or in separate Email.

4. Unless otherwise agreed upon, Publisher may not use any self-generated creative assets that have not explicitly been approved by Ureka Media. Self-generated creative assets that do fully comply with the advertisers marketing message and brand identity and are therefore only adjusted variations of the creative material provided in the offer description will generally be approved.

4. CONFIDENTIALITY, NON-CIRCUMVENTION

I. Confidentiality:

1. Except as otherwise provided in this Agreement or with the consent of Ureka Media, Publisher agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Ureka Media or any of Ureka Medias Advertisers and/or partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Publisher for any purpose other than Publishers participation in the Publisher Program.

2. Publisher shall especially not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.

3. After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party, any Confidential Information of the other party. Any exception to this must be obtained in advance.

4. The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other partys Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this Sect. 3 by the receiving party or is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.

II. Non-circumvention:

1. Publisher explicitly agrees to withhold completely from entering into a business relation with or from approaching Ureka Medias Advertisers either directly or through third parties with regard to user acquisition or performance marketing services for the term of this Agreement and a period of time of six months after the end of this agreement.

2. Any direct or indirect business relations between Publisher and Ureka Medias Advertisers with regard to the above named services have to either involve Ureka Media as intermediary or require Ureka Medias prior written consent.

3. This also extends to any other companies founded, in whole or in part held, controlled or administered directly or indirectly by Publisher, as long as Publisher is able to prevent such actions against the interests of Ureka Media.

4. Publisher is personally responsible to follow this commitment and must not use any means to circumvent his obligation.

5. Breach of this clause will result in a contractual penalty to be determined by an independent court in Ureka Medias’ residential country and should not be less than twice the financial loss caused through this unauthorized action with a minimum fee of 2,500 EUR .

6. An obligation to reimburse damages will thereby not be excluded. This also applies to any rights granted to Ureka Media by Sect. 87 ff. German Commercial Code (Handelsgesetzbuch, HGB ).

7. In case Publisher can prove having entered into a business relation with Ureka Medias Advertiser (the advertiser) before entering into a business relation with Ureka Media, this clause should not be enforced.

5. LIMITED LICENSE & INTELLECTUAL PROPERTY

1. Ureka Media grants Publisher a nonexclusive, nontransferable, revocable right to use the Links and to access Ureka Medias web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying Publishers Media as a participant in the Publisher Program and assisting in increasing sales through the Program Web Site. Ureka Media does not grant to the Publisher any license, express or implied, to the intellectual or industrial property of Ureka Media or its licensors, except for a limited right of use according to the terms and for the duration of the Agreement.

2. Publisher may not alter, modify, manipulate or create derivative works of the Links or any Ureka Media graphics, creative, copy or other materials owned by, or licensed to, Ureka Media in any way. Furthermore, Publisher agrees not to modify, alter, create or copy derivative works of the provided data, information, content or software of the Ureka Media Publisher Platform.

3. Publisher is only entitled to use the Links to the extent that Publisher is a member in good standing of the Publisher Program. Ureka Media may revoke Publishers license anytime by giving Publisher written notice. Publisher agrees that Publisher will use any data (including any usage data and compilations thereof), information or software, provided by Ureka Media to Publisher, only for the purpose of providing and optimizing Links for Ureka Media on Publishers Media according to the Agreement.

4. Except as expressly stated herein, nothing in this Agreement is intended to grant Publisher any rights to any of Ureka Media’s trademarks, service marks, copyrights, patents or trade secrets.

5. By registering, Publisher grants Ureka Media the right to name Publisher as a reference for Ureka Medias services. This includes the right to use the Publishers logo on Ureka Medias websites and show advertising best practices to other Publishers of Ureka Media. The Publisher may revoke this right at any time, in writing, for any future use. Publisher agrees that Ureka Media may use any suggestion, comment or recommendation Publisher chooses to provide to Ureka Media without compensation.

6. All rights not expressly granted in this Agreement are reserved by Ureka Media. Ureka Media will retain all rights, title, and interests in and to the Ureka Media Publisher Platform (except for any licensed content and third-party Advertisements included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Publisher acknowledges that the software, information, content and data related to the Ureka Media Publisher Platform (such as any usage data or compilations thereof) are protected for Ureka Media under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by Ureka Media.

6. TERMINATION

1. This Agreement shall commence on the date of Ureka Medias approval of Publishers Publisher Program application and shall continue thereafter until terminated as provided herein.

2. Each party has the right to terminate the Agreement at any time coming into effect entering into effect at midnight following the termination notification, unless otherwise agreed upon. Publisher may terminate Publishers participation in the Publisher Program at any time by sending written notice to Publishers account manager. Ureka Media may terminate Publishers participation in one or more Offers or this Agreement at any time and for any reason which Ureka Media deems appropriate with or without prior notice to Publisher by disabling the Links or providing Publisher with a written notice.

3. The parties remain free to terminate the Agreement for cause at any time.

4. In case Ureka Media is responsible for a termination of the Agreement for cause, all outstanding amounts shall be paid out, provided those amounts were earned through qualified actions as defined in ß2.a.3. The Publisher shall not have any other claims, unless otherwise provided in the Agreement.

5. Ureka Media may terminate the Agreement in particular for, but not limited to, the following reasons:

ñ The Publisher culpably breaches any legal rule, or the Agreement, and such breach remains unremedied despite written notice (possibly via e-mail); a written notice is not required in case of a severe contravention, i.e. when it would be unreasonable that Ureka Media remains bound by the Agreement.

ñ The Publisher encourages fraud (as defined in Sect. 8).

ñ The Publisher has not used its account for six months despite a reminder.

6. Cases in which it would be unreasonable for Ureka Media to remain bound by the Agreement generally include infringements of Sect. 2 b) 2., 2. b) 4., and 4.2 of the Agreement.

7. In case Ureka Media rightfully declares termination for cause, Ureka Media is entitled to withhold 75 % percent of all Commission still payable to the Publisher as damages. The Publisher remains free to prove that no, or only substantially lower damages, were suffered.

8. If there is no option to terminate the Agreement within the Ureka Media Publisher Platform, the termination has to be declared in writing. A termination for cause can only be declared in writing. E-mail is sufficient.

9. Upon termination of Publishers participation in one or more Offers or this Agreement for any reason, Publisher will immediately cease all use of and delete all Links, plus all Ureka Media or Advertiser intellectual property, and will cease representing herself as an Ureka Media or Advertiser Publisher for such one or more Offers.

7. REMEDIES

1. In addition to any other rights and remedies available to Ureka Media under this Agreement and by law Ureka Media reserves the right to delete any actions submitted through Publishers Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to Publisher account if (i) Ureka Media determines that Publisher has violated this Agreement, (ii) Ureka Media receives any complaints about Publishers participation in the Publisher Program which Ureka Media reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach.

2. In the event of a material breach of this Agreement, Ureka Media reserves the right to disclose Publishers identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Publishers actions.

8. ANTI-SPAM POLICY

1. Publisher must strictly comply with the law in regard to sending email and other messages. All emails sent in connection with the Publisher Program must especially include the appropriate party’s opt-out link. From time to time, Ureka Media may request ñ prior to Publisher sending emails containing linking or referencing the Publisher Program that Publisher submits the final version of Publishers email to Ureka Media for approval by sending it to Publishers Ureka Media representative and upon receiving written approval from Ureka Media of Publishers email the email may be transmitted to third parties.

2. It is solely Publishers obligation to ensure that the email complies with the law. Publisher agrees not to rely upon Ureka Media’s approval of Publishers email for compliance with the law, or assert any claim that Publisher is in compliance with the law based upon Ureka Media’s approval.

9. FRAUD

1. Publisher is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Publishers permitted access to the Publisher Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks and/or actions through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud.

2. Ureka Media shall make all determinations about fraudulent activity in its reasonable discretion.

3. The advertiser (Ureka Media) will provide the affiliate Account Manager with a report stating any fraud leads including reasons within a time period of maximum 15 days after the initial month of the fraud suspicious activity ñ otherwise Ureka Media will auto-approve conversions to the affiliate account and charge the advertiser accordingly. If the amount of leads reported by the advertiser for cancellation is above 5% of the game/ countries overall volume, the advertiser has to report to his Ureka Media Account Manager in detail and if possible, already within the flight-time (initial month) to prevent cancellations after the month is closed.

10. REPRESENTATIONS AND WARRANTIES

1. Publisher hereby represents and warrants that this Agreement constitutes Publishers legal, valid, and binding obligation, enforceable against Publisher in accordance with its terms and that Publisher has the authority to enter into this Agreement.

2. Subject to the other terms and conditions of this Agreement, Ureka Media represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Ureka Media’s own business operations or Ureka Media’s proprietary products or services.

11. MODIFICATIONS

1. Each log-in to the Ureka Media Publisher Platform is subject to the Agreement. The Agreement can be printed or saved on storage media.

2. Ureka Media may make changes to the Agreement (including amendments) at any given time, for the future, if this should prove necessary (in particular to reflect changes in the Ureka Media Publisher Platform or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Publisher is not disadvantaged contrary to good faith.

3. The Publisher will be notified of changes to the Agreement in appropriate form. Ureka Media will notify the Publisher on the Ureka Media Publisher Platform, or via e-mail. Changes to the Agreement will always be highlighted upon first login after the changes or amendments have been made.

4. The Publisher may dispute changes to the Agreement within a time period of two weeks following receipt of the notification of the changes and the possibility of taking notice thereof. It is recommended that the Publisher submits its opposition in writing (for example via e-mail).

5. The changes to the Agreement become binding in the event that the Publisher (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Ureka Media Publisher Platform or (iii) continues to place Links on the Media, after having received the notification of the changes to the Agreement without having disputed the changes.

6. Ureka Media will inform the Publisher about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Publisher about the changes to the Agreement.

7. If the Publisher disputes the changes in time, each party may terminate the Agreement with one months prior notice unless termination is possible at any time according to Sect. 5. Until termination, the Agreement in their former version will govern the Publishers relationship with Ureka Media. The Publisher does not have any other claims against Ureka Media.

8. In addition, Ureka Media may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Publisher agrees to promptly implement any request from Ureka Media to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Publisher Program.

9. Unless otherwise provided in the Agreement, Ureka Media will usually communicate with the Publisher via e-mail. The Publisher shall make sure that it receives all e-mails sent by Ureka Media to the address submitted in the course of the application, or at a later date. The Publisher will in particular configure the spam filter accordingly and regularly check all incoming e-mail under this address. Ureka Media may choose any other appropriate means of communication.

12. INDEPENDENT INVESTIGATION

1. Publisher acknowledges that Publisher has read this Agreement and agrees to all its terms and conditions.

2. Publisher has independently evaluated the desirability of participating in the Publisher Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Publisher Program.

13. CLAIMS BASED ON DEFECTS

1. Ureka Media grants the Publisher access to the Ureka Media Publisher Platform in the then current version only (see Sect. 14). The Publisher cannot claim that a given state or functional range is maintained or achieved. The Publisher acknowledges that the Ureka Media Publisher Platform, as any other software, can never be completely free of bugs. Therefore, the Ureka Media Publisher Platform can only be considered to be defective if its usability is affected severely and for a significant period of time. This is especially the case if the mathematical calculation or the display of the Publishers Commission (see ß 7) is incorrect, unless the error is negligible.

2. The Publisher shall document any faults in the Ureka Media Publisher Platform, and report them in writing (along with a log of the error messages displayed, if applicable). Before reporting a potential bug, the Publisher will consult the instruction and other troubleshooting tools provided by Ureka Media (especially frequently asked question lists, forums and boards for troubleshooting). The Publisher will use its best efforts to support Ureka Media in any attempts to debug.

3. The Publisher will notify Ureka Media of any faults, without undue delay upon discovery, in writing (fax, letter or e-mail). To comply with this, it is sufficient that the report is sent in time. If no notice has been given within this deadline, all claims based on such defects shall forfeit.

4. Ureka Media is not liable for defects caused by external influences, faulty handling, force majeure or changes or manipulations which are not carried out by Ureka Media.

5. The Publisher is liable for any costs incurred by Ureka Media based on incorrect reports by the Publisher, especially in the event that there is no defect, or the defect has been caused by the Publisher itself.

6. Ureka Media does not assume any warranties.

14. MUTUAL INDEMNIFICATION

1. Publisher hereby agrees to indemnify, defend and hold harmless Ureka Media and Advertisers and their respective subsidiaries, publishers, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Publisher herein, (ii) any misuse by Publisher, or by a party under the reasonable control of Publisher or obtaining access through Publisher, of the Links, Offers or Ureka Media or Advertiser intellectual property, or (iii) any claim related to Publishers Media, including but not limited to, the content contained on such Media (except for the Links).

2. Ureka Media hereby agrees to indemnify, defend and hold harmless Publisher and its subsidiaries, publishers, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a claim that Ureka Media is not authorized to provide Publisher with the Links.

3. The indemnifying party has the right, at the indemnifying partys expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party. The indemnified party agrees to cooperate with the indemnifying partys defense of such claims.

15. TECHNICAL AND COMMERCIAL LIMITATIONS; CHANGES; AVAILABILITY

1. Unless otherwise provided for in this Agreement, Ureka Media provides the Ureka Media Publisher Platform on an AS IS and AS AVAILABLE basis.

2. Ureka Media offers the Publisher use of the Ureka Media Publisher Platform over the Internet subject to technical and commercial limitations as defined below.

3. Ureka Media may modify the Ureka Media Publisher Platform without prior notice. Therefore, the Publisher is granted a right of use only for the then current version. The Publisher may reduce or cease its use of the Ureka Media Publisher Platform in the event that those are modified.

4. Ureka Media reserves its right to cease operation of the Ureka Media Publisher Platform at any time, without giving reasons or prior notice. Any balance owed to the Publisher will be paid out. Any other claims are excluded, unless otherwise provided for in the Agreement.

5. Ureka Media undertakes to assure an availability of the Ureka Media Publisher Platform of 99% (ninety nine percent) as a yearly average. Periods during which the Ureka Media Publisher Platform are not available because of technical or other problems outside Ureka Medias control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. Ureka Media may restrict access to the Ureka Media Publisher Platform if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Publishers rights in case of intent or gross negligence remain unaffected. Publisher shall inform Ureka Media in advance if Publisher anticipates or can anticipate any high damages in case of a non-availability of the Publisher Platform within a certain timeframe.

16. LIMITATION OF LIABILITY

1. Ureka Media is not responsible for damages, unless they are caused intentionally or by gross negligence.

2. Liability for breach of a cardinal obligation or an essential obligation is limited to the damage which could have been foreseen. A cardinal obligation is an obligation whose fulfillment is a prerequisite for enabling the proper fulfillment of the contract in the first place and in which the customer may normally trust.

3. The damage which can be foreseen is limited to EUR 2,500.00 per Publisher.

4. The aforementioned limitation of liability also applies to the personal liability of staff, employees, assistants, vicarious agents, contributors, representatives, organs, shareholders of Ureka Media and their members.

5. The aforementioned limitations of liability determined in Sect. 15.1 to 15.4 do not apply to the liability for personal injury of life, body, and health. The limitation of liability pursuant to Sect. Sect. 15.1 and 15.4 does not apply in case the damage is the result of a breach of a cardinal obligation, an essential obligation or a guarantee. Ureka Media remains responsible for product liability, and according to Sect. 44 a TKG (German Telecommunication Law).

17. DATA PROTECTION

1. The Publisher agrees to provide Ureka Media, and/or the Advertisers on request, with figures regarding delivery, the number of clicks, and other advertising-related data.

2. The Publisher shall store all data reported by Ureka Media through the Ureka Media Publisher Platform (including user data and usage data) in conformity with all legal requirements.

3. The Publisher shall not transmit any personal data (i.e. data allowing identification of an individual) to Ureka Media, unless data protection laws allow for such transmission.

4. The Publisher shall duly inform the users of the Media about the cooperation with Ureka Media and its implications (Sect. 16.5 to Sect. 16.7), in a privacy policy or other appropriate form, and seek consent, if consent is required by law for Ureka Media and/or the Advertisers to perform the actions described in Sect. 16.5 to Sect. 16.7.

5. The Publisher acknowledges that Ureka Media and/or the Advertisers may store user data and usage data, which they collect automatically or through forms filled in by the users.

6. The Publisher acknowledges that Ureka Media and/or the Advertisers may use such data to optimize their offers and services, to better target users with Advertisements which better match their interests, and for statistical purposes, market research, and the promotion of their respective goods and services.

7. The Publisher acknowledges that Ureka Media and/or the Advertisers may use e-mail addresses and other contact data submitted by the users for marketing and promotion, as far as allowed by applicable law.

18. PROTECTION OF LOGIN DATA

1. The Publisher shall keep all access data (login, passwords etc.) for the Ureka Media Publisher Platform (Access Data) strictly confidential. The Publisher shall promptly inform Ureka Media in case it learns or suspects that an unauthorized third person is in possession of the Access Data.

2. In case Ureka Media has reason to believe that an unauthorized third party is in possession of Access Data, Ureka Media may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. Ureka Media will promptly inform the Publisher and will, upon request, communicate the new Access Data to the Publisher without undue delay. The Publisher cannot claim to have its initial Access Data restored.

3. In case a third party uses, through the Publishers fault, the Publishers Access Data, the Publisher is liable for all such actions, and for damages. In such event, all access through the Publishers Access Data shall be considered as an access by the Publisher.

19. GOVERNING LAW & MISCELLANEOUS

1. The courts of Berlin, Germany, shall have exclusive jurisdiction.

2. The laws of the Federal Republic of Germany apply for all contracts concluded by Ureka Media on the basis of the Agreement and any claims arising therefrom, and for all claims related to the use of the Ureka Media Publisher Platform. The application of the United Nations Convention on Contracts for the International Sale of Goods and German International Private Law are excluded.

3. This Agreement contains the entire agreement between Ureka Media and Publisher with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Terms and conditions of the Publisher do not become part of the Agreement, unless Ureka Media has accepted them in writing.

4. All or any of Ureka Medias rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Ureka Media Publisher Platform in a merger, acquisition or sale of all or substantially all of Ureka Medias assets. The Publisher must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of Ureka Media. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.

5. Except as set forth in the Modifications section above, this Agreement may not be modified without the prior written consent of both parties. Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or e-mail); the requirement of written form can only be waived in written form.

6. If any provision of this Agreement is held by a court of competent jurisdiction to be unlawful, void, invalid or inoperative, then in such jurisdiction that provision shall be deemed severable from the Agreement and the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.

7. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

8. Ureka Medias failure to act with respect to a breach by the Publisher does not waive Ureka Medias right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Ureka Media under the Agreement shall be deemed effective unless delivered in writing and signed by a duly appointed representative of Ureka Media.

9. Section headings used in the Agreement are for convenience only and shall not affect the interpretation of the Agreement.

10. The English version of the Agreement is decisive.

11. By submitting and application to Publisher Program, Publisher affirms and acknowledges that Publisher has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Publisher does not wish to be bound by this Agreement, Publisher should not submit an application to Publisher Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.