Terms and Conditions

This Addictive Ads Inc. Advertiser Terms & Conditions (“Advertiser Agreement”), shall govern the relationship between Addictive Ads Inc. (“Addictive Ads Inc.”) and the Advertiser (“Advertiser”), whereby Advertiser may obtain access to the Addictive Ads Inc. Advertising Network (“Addictive Ads Inc. Advertising Network”) of registered third party affiliates and publishers (“Media Partners”), and related technology and software (“Addictive Ads Inc. Advertising Network Ad Server”), to market customized advertisements and links provided by Advertiser and/or Addictive Ads Inc. (“Ads,” as further defined below). The Addictive Ads Inc. Advertising Network, as well as the services provided by Addictive Ads Inc. in connection therewith (“Services”), are further described in the Insertion Order (“IO”) which refers to these Advertiser Terms & Conditions (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. Addictive Ads Inc. Advertising Network/Services

    Advertiser agrees to accept and pay for, and Addictive Ads Inc. agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, Addictive Ads Inc. shall undertake marketing campaigns with Advertiser (each an "Ad Campaign”) whereby Addictive Ads Inc. 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, Addictive Ads Inc. Advertising Network Ads (as defined below) through the Addictive Ads Inc. Advertising Network either:

    1. on Media Partner websites via the Addictive Ads Inc. Advertising Network Ad Server for impressions-based (“CPM”), click based (“CPC”) and action based (“CPA”) Ad Campaigns as defined below; or
    2. by Media Partners via e-mail based marketing, search engine marketing, website based marketing and/or other online and mobile marketing means. In connection with such Ad Campaigns, Advertiser shall pay Addictive Ads Inc. commissions depending on the number of valid clicks (“CPC”) or valid, compensable conversion events such as leads, downloads, installs, users, paying users or any other defined action or result generated on behalf of Advertiser as set forth in the subject IO (collectively, “CPA” or “Actions”; including “CPC”). The applicable Actions, the fees due to Addictive Ads Inc. for each Action and other applicable terms and conditions of the Ad Campaigns entered into hereunder shall be specified in each IO. Addictive Ads Inc. shall not be held liable or responsible for any actions or omissions of its Media Partners.

  2. Account

    Upon the execution of the Agreement, Addictive Ads Inc. will register Advertiser on the Addictive Ads Inc. Advertising Network website and create a unique, password-protected account (“Account”). Addictive Ads Inc. will manage this Account on behalf of Advertiser. In case Advertiser receives the login data to this Account, Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsible for any and all actions taken under Advertiser’s Account, if they were performed by Advertiser or authorized by him. The same applies to any actions taken under Advertiser’s Account if the login data to this Account was given to any third party by Advertiser. Advertiser must immediately notify Addictive Ads Inc. of any unauthorized use of Advertiser’s Account. Advertiser is responsible for keeping the Account information provided to Addictive Ads Inc. current, complete and accurate, and Advertiser acknowledges and agrees that Addictive Ads Inc. 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 Addictive Ads Inc. 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 Addictive Ads Inc. or any Media Partner prepares on Advertiser’s behalf (such portions hereinafter referred to as, the “Addictive Ads Inc. Advertising Network Ads” and together with the Advertiser Ads, the “Ads”). The parties understand and agree that Addictive Ads Inc. or the respective Media Partner is the sole owner of any and all intellectual property rights associated with the Addictive Ads Inc. Advertising Network Ads, other than Advertiser’s trademarks, logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the Addictive Ads Inc. Advertising Network Ads. Under no circumstances shall Addictive Ads Inc. or the respective Media Partner be authorized to use the Ads other than in connection with Advertiser’s Ad Campaigns as set forth in the IO(s). Addictive Ads Inc. reserves the right, in its reasonable 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 Addictive Ads Inc.. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, where Addictive Ads Inc. deems, in its reasonable 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 Addictive Ads Inc. or any of its Media Partners.

  4. Placement

    The positioning, placement, frequency and other editorial decisions related to Ads shall be made by Addictive Ads Inc. and/or its Media Partners, 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 Advertising Network” or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that Addictive Ads Inc. and/or its Media Partners may determine, in their respective sole discretion.

  5. Ad Codes, Conversion Tracking and Tracking

    Unless otherwise stated in writing by Addictive Ads Inc., each Ad or link used by Addictive Ads Inc. in connection with a Campaign must include, in unaltered form, the special transaction tracking computer code or tracking link provided by Addictive Ads Inc. (“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 Addictive Ads Inc. to be used in connection with any and all Ads in order to track actions such as installs, leads or other conversion events. Addictive Ads Inc.’s Services do not involve investigating or resolving any claim or dispute involving Advertiser and any Publisher, Affiliate or other third party. If Advertiser is working with several marketing partners he has to ensure that for all campaigns run through Addictive Ads Inc. the “last click wins principle” applies, i.e. the conversion event will be attributed to the marketing partner which generated the last click of the respective user before the conversion event. In case so-called “server-to-server” tracking is employed in order to track the conversion events (“Actions”) defined in the IO, Advertiser has to ensure that all defined Actions are accurately tracked and timely reported to Addictive Ads Inc.’s system including the correct unique click ID used by Addictive Ads Inc. in the tracking URL. In case technical problems or outages caused by either of the parties’ systems lead to a non-restorable loss of conversion data, one of the following methods should be used to determine the correct number and attribution of conversion events (applied in the order of their listing):

    1. manual” matching of MAC addresses, IDFAs or any other unique identifiers that can be retrieved ex-post by the Media Partner and Advertiser in order to determine attribution and number of conversion events, or
    2. approximation based on historical conversion rate data (click-to-action) from Addictive Ads Inc.’s system in the following preferential order:
      1. if available from the same campaign, or
      2. from the most comparable campaign for which historical data is available in Addictive Ads Inc.’s system.
    Comparable” means that the campaign should be closely comparable with regards to the defined conversion event (“action”), product and platform, chosen countries, advertising methods used and Media Partners.

  6. Technical and Commercial Limitations; Changes; Availability

    Unless otherwise provided for in the Agreement, Addictive Ads Inc. provides the Addictive Ads Inc. Advertising Network through which it renders it services on an “AS IS” and “AS AVAILABLE” basis. Addictive Ads Inc. offers the Advertiser use of its Addictive Ads Inc. Advertising Network over the Internet subject to technical and commercial limitations as defined below. Addictive Ads Inc. may modify the Addictive Ads Inc. Advertising Network without prior notice. Therefore, the Advertiser is granted a right of use only for the then current version. The Advertiser may reduce or cease its use of the Addictive Ads Inc. Advertising Network in the event that it is modified. Addictive Ads Inc. reserves its right to cease operation of the Addictive Ads Inc. Advertising Network at any time, without giving reasons or prior notice. Any balance owed to the Advertiser will be paid out. Any other claims are excluded, unless otherwise provided for in the Agreement. Addictive Ads Inc. undertakes to assure an availability of the Addictive Ads Inc. Advertising Network of 95% (ninety-five percent) as a yearly average. Periods during which the Addictive Ads Inc. Advertising Network is not available because of technical or other problems outside Addictive Ads Inc.’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. Addictive Ads Inc. may restrict access to the Addictive Ads Inc. Advertising Network if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Advertiser’s rights in case of intent or gross negligence remain unaffected.

  7. Payments

    The rates for Actions shall be set forth in the applicable IO(s). Addictive Ads Inc. will invoice Advertiser once monthly. Unless otherwise set forth in the applicable IO, payment will be due to Addictive Ads Inc. within seven (7) days of the date appearing on each invoice. In connection with CPA-based Ad Campaigns, Advertiser will pay Addictive Ads Inc. for all Actions generated; provided, however, that Advertiser shall have no obligation to pay for any Lead/CPA-based Action that:

    1. it rejects within two (2) days of its receipt thereof; and
    2. both parties determine is not a Valid Action (as defined below).
    A “Valid Action” means that the action
    1. was not performed by 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;
    2. in the case of CPA-based Campaign, is a valid sale that is not fraudulent, cancelled, charged back or otherwise nullified.
    Addictive Ads Inc. retains the right to charge additional fees and interest for the delay of payments. Our delayed payments fee structure is as follows: 10 USD administration per month plus 3% of invoiced amount per month (uncompleted months will be charged on a pro rata basis).

  8. Term/Termination

    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:

    1. Advertiser will pay Addictive Ads Inc. all amounts then due and owing as of the termination date within seven (7) days as set forth in Section 6 hereinabove;
    2. any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
    3. 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 kept confidential stated out in §13.

  9. Warranty/Limitation of Liability

    ADDICTIVE ADS INC., SERVICES, ADDICTIVE ADS INC. ADS, AD GUIDELINES, ACTIONS AND AD CODES PROVIDED BY ADDICTIVE ADS INC. 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, ADDICTIVE ADS INC. 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, ADDICTIVE ADS INC. DOES NOT WARRANT OR GUARANTY ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES. ADDICTIVE ADS INC., SERVICES, ADDICTIVE ADS INC. ADS, AD GUIDELINES, ACTIONS AND/OR AD CODES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ADDICTIVE ADS INC. HAS NO LIABILITY, WHATSOEVER, TO ADVERTISER OR ANY THIRD PARTY, FOR ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND ADDICTIVE ADS INC. 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. ADDICTIVE ADS INC. HAS NO LIABILITY FOR ADVERTISER'S USE OF, OR INABILITY TO USE, THE AD GUIDELINES OR APPLICABLE ACTIONS AND ADDICTIVE ADS INC. DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, THAT ADVERTISER'S USE OF THE ADDICTIVE ADS INC., SERVICES, ADDICTIVE ADS INC. ADS, AD GUIDELINES AND/OR ACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE. ADDICTIVE ADS INC. MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. IN NO EVENT SHALL ADDICTIVE ADS INC. BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF ADDICTIVE ADS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDICTIVE ADS INC. 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 BEYOND ADDICTIVE ADS INC.'S CONTROL. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ADDICTIVE ADS INC.'S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID TO ADDICTIVE ADS INC. BY ADVERTISER DURING THE PRIOR SIX (6) MONTH PERIOD PURSUANT TO THE AGREEMENT. ADDICTIVE ADS INC. SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF PUBLISHERS AND/OR MEDIA PARTNERS.

  10. Representation and Warranties

    Advertiser represents and warrants that:

    1. it has the power and authority to enter into and perform its obligations under the Agreement;
    2. 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”);
    3. it owns and/or has any and all rights to permit the use of the Advertiser Ads and, where approved, Addictive Ads Inc. Advertising Network Ads, by Addictive Ads Inc., the Media Partners, as contemplated by the Agreement;
    4. 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;
    5. 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;
    6. the Ads, Advertiser Products, any Advertiser website linked to from the Ads do not:
      1. contain any misrepresentations or content that is defamatory;
      2. 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;
      3. contain any "worm,” "virus” or other device that could impair or injure any person or entity;
    7. 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
    8. 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.

  11. Indemnification

    Each party agrees to indemnify and hold the other party harmless from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of any third party claims resulting from the breach of obligations or the warranties made by such party in the Agreement. The indemnifying party has the right, at the indemnifying party’s 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 party’s defense of such claims.

  12. Claims Based on Defects

    Addictive Ads Inc. grants the Advertiser access to the Addictive Ads Inc. Advertising Network in the then current version only. The Advertiser cannot claim that a given state or functional range is maintained or achieved. The Advertiser acknowledges that the Addictive Ads Inc. Advertising Network, as any other software, can never be completely free of bugs. Therefore, the Addictive Ads Inc. Advertising Network can only be considered to be defective if its usability is affected severely and for a significant period of time. The Advertiser shall document any faults in the Addictive Ads Inc. Advertising Network, and report them in writing (along with a log of the error messages displayed, if applicable). The Advertiser will use its best efforts to support Addictive Ads Inc. in any attempts to debug. The Advertiser will notify Addictive Ads Inc. 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. Addictive Ads Inc. is not liable for defects caused by external influences, faulty handling, force majeure or changes or manipulations which are not carried out by Addictive Ads Inc.. Addictive Ads Inc. does not assume any warranties.

  13. Confidentiality

    No party shall disclose any Confidential Information of the other party during the term of this Agreement and for a period of time of five years following the termination or expiration of this Agreement. 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:

    1. 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;
    2. the material terms of the Agreement and/or any associated IO(s);
    3. 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:
      1. who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
      2. 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:
        1. is generally available to or known to the public through no wrongful act of the receiving party;
        2. was independently developed by the Receiving Party without the use of Confidential Information; or
        3. 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.
    4. GDPR. Without constraining the all-inclusive statement of the terms of the understanding, for Advertiser/Agency/Publisher who have clients situated in EEA, Advertiser/Agency/Reseller recognize and concur that your gathering, utilize, sharing as well as treatment of any Personal Data (in that capacity term is characterized under the General Data Protection Regulation ("GDPR”) must be in consistency with the necessities of GDPR. On the off chance that Advertiser/Agency/Publisher whether without anyone else or through its outsiders give or offer Media Company any Personal Data for clients situated in EEA, Advertiser/Agency/Publisher will as the Controller (all things considered term is characterized under GDPR) stay in charge of getting suitable client assent and execute a pertinent information security understanding for setting out the terms of Processing (term is characterized under GDPR) by Media Company. Where you plan to share any EEA client Personal Data as characterized under GDPR with Media Company, please share your data protection agreement with us for review. You concur not to share any EEA client Personal Data with Media Company aside from where such a data protection agreement has been executed. If Advertiser/Agency/Reseller are a GDPR compliant demand partner with Media Company and where you or your third parties (at your behest) are receiving EEA user Personal Data as defined under GDPR from Media Company, you accept the terms of the data protection module as set out in Advertiser Data Protection Module "http://addictiveads.com/data-protection/advertiser-data-protection-module/" for the permitted scope of Processing of such Personal Data by you. If you have not accepted the said data protection agreement, Media Company as the Controller will not be in a position to share any such Personal Data with you or your third parties.

  14. Non-Circumvention

    1. Advertiser recognizes that Addictive Ads Inc. has proprietary relationships with the Media Partners. Advertiser agrees not to circumvent Addictive Ads Inc.’s relationship with such Media Partners, or to otherwise solicit, purchase, contract for or obtain services similar to the Services performed by Addictive Ads Inc. hereunder from any Media Partners that is known, or should reasonably be known, by Advertiser to have such a relationship with Addictive Ads Inc., 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 Media Partners 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.
    2. Advertiser agrees that monetary damages for a breach, or threatened breach, of this Section will not be adequate by themselves and that Addictive Ads Inc. shall be entitled to liquidate damages from Advertiser in the amount equal to one hundred percent (100%) of the fees paid by Advertiser to the subject Media Partner, as applicable, for the prior twelve (12) month period. If the respective period is shorter than 12 months, the amount due will be calculated based on the true duration of the partnership to an equivalent of 12 months. Advertiser has the right to prove that no or only substantial lower damages occurred and Addictive Ads Inc. has the right to prove that higher damages occurred.

  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 Advertising 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. Changes to the Agreement

    1. Addictive Ads Inc. 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 Addictive Ads Inc. Advertising Network or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Advertiser is not disadvantaged contrary to good faith.
    2. The Advertiser will be notified of changes to the Agreement in appropriate written form (possibly via e-mail). Addictive Ads Inc. will notify the Advertiser on the Addictive Ads Inc. Advertising Network, or via e-mail.
    3. The Advertiser may dispute changes to the Agreement within a time period of two weeks following receipt the notification of the changes and the possibility of taking notice thereof. It is recommended that the Advertiser submit its opposition in writing (for example via e-mail).
    4. The changes to the Agreement become binding in the event that the Advertiser
      1. does not dispute the changes within the above-mentioned time period or
      2. continues to use the Addictive Ads Inc. Advertising Network or
      3. continues to place IOs, after having received the notification of the changes to the Agreement without having disputed the changes.
    5. Addictive Ads Inc. will inform the Advertiser about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Advertiser about the changes to the Agreement.
    6. If the Advertiser disputes the changes in time, each party may terminate the Agreement with one month’s prior notice unless termination is possible at any time according to § 8 or the IO. Until termination, the Agreement in their former version will govern the Advertiser’s relationship with Addictive Ads Inc.. The Advertiser does not have any other claims against Addictive Ads Inc..

  17. Miscellaneous

    1. 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.
    2. The Agreement shall be construed in accordance with and governed by the laws of Canada.
    3. The courts of British Columbia, Canada, shall have exclusive jurisdiction.
    4. By registering, you grant Addictive Ads Inc. the right to name the Advertiser as a reference for Addictive Ads Inc.’s Services. This includes the right to use the Advertiser’s logo on Addictive Ads Inc.’s websites. The Advertiser may revoke this right at any time, in writing, for any future use.
    5. 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. 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.
    6. 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. This also applies if the Agreement is incomplete.
    7. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, employment, franchise or joint venture between the parties.(s).

IN WITNESS WHEREOF, Addictive Ads Inc. and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement”) is made and entered into by and between Addictive Ads Inc. ("Addictive Ads Inc.” or "we”), and you, ("you” or "Affiliate”) the party submitting an application to become an Addictive Ads Inc. affiliate). The terms and conditions contained in this Agreement apply to your participation with http://www.addictiveads.com ("Affiliate Program”). Each Affiliate Program offer (an "Offer”) may be for any offering by Addictive Ads Inc. or a third party (each such third party a "Client”) and may link to a specific website for that particular Offer ("Program Web Site”). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

  1. Enrollment in the Affiliate Program

    You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

  2. Obligations of the Parties

    Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Addictive Ads Inc. agrees as follows:

    1. We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
    2. We will pay Affiliate for each Qualified Action (the "Commission”). A "Qualified Action” means an individual person who
      1. accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site,
      2. 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,
      3. is not using pre-populated fields
      4. completes all of the information required for such action within the time period allowed by Addictive Ads Inc. and
      5. is not later determined by Addictive Ads Inc. to be fraudulent, incomplete, unqualified or a duplicate.
    3. We will pay you any Commissions earned monthly, provided that your account is currently greater than $500 and the Affiliate will incure wire fees. Accounts with a balance of less than $500 will roll over to the next month, and will continue to roll over monthly until $500 is reached. If a payment of less than $500 is granted, the payment will be made via Paypal and the Affiliate will incur the Paypal fees. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
    4. Payment for Commissions is dependent upon Clients providing such funds to Addictive Ads Inc., and therefore, you agree that Addictive Ads Inc. shall only be liable to you for Commissions to the extent that Addictive Ads Inc. has received such funds from the Clients. You hereby release Addictive Ads Inc. from any claim for Commissions if Addictive Ads Inc. has not received such funds from the Clients.
    5. Addictive Ads Inc. shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Addictive Ads Inc. in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Addictive Ads Inc. in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Addictive Ads Inc. with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Addictive Ads Inc.'s and Affiliate's reported statistics vary by more than 10% and Addictive Ads Inc. reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Addictive Ads Inc. and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Addictive Ads Inc.'s numbers shall govern.
    6. If Affiliate has an outstanding balance due to Addictive Ads Inc. under this Agreement or any other agreement between the Affiliate and Addictive Ads Inc., whether or not related to the Affiliate Program, Affiliate agrees that Addictive Ads Inc. may offset any such amounts due to Addictive Ads Inc. from amounts payable to Affiliate under this Agreement.

    Affiliate also agrees to:
    • Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
    • Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program
      1. are not illegal,
      2. do not infringe upon the intellectual property or personal rights of any third party and
      3. 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), contains profanity or otherwise contains materials that Addictive Ads Inc. informs you that it considers objectionable (collectively, "Objectionable Content”).
    • Not make any representations, warranties or other statements concerning Addictive Ads Inc. or Client or any of their respective products or services, except as expressly authorized herein.
    • Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Addictive Ads Inc. or Clients or a part of the Program Web Site, without prior written permission from us.
    • Comply with all
      1. obligations, requirements and restrictions under this Agreement and
      2. laws, rules and regulations as they relate to your business, your Media or your use of the Links.
    • Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
    • 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 Affiliate Program and the provision of such personally identifiable information to Addictive Ads Inc. and Clients for use as intended by Addictive Ads Inc. and Clients.
    • Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Addictive Ads Inc. or Client, or as required by applicable laws regarding such Offers.
    • Make sure to not place Addictive Ads Inc. ads on any online auction platform (i.e. eBay, Amazon, etc).

    The following additional program-specific terms shall apply to any promotional programs set forth below:
    • Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List” from the Offers section of Addictive Ads Inc.. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Addictive Ads Inc. will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Addictive Ads Inc. at support@addictiveads.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
      1. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Addictive Ads Inc. pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Addictive Ads Inc. network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Addictive Ads Inc. pursuant to this Agreement or otherwise.
    • Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Addictive Ads Inc. in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate 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 and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
    • Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network”) for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate 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 Affiliate with respect to the Links, Affiliate shall promptly disclose to Addictive Ads Inc. the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Addictive Ads Inc. in the Network upon written notice from Addictive Ads Inc.. Unless Addictive Ads Inc. has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Addictive Ads Inc., Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
    • API integrated publishers- Offers may be paused or resumed at any time without prior notification.

  3. Confidentiality

    Except as otherwise provided in this Agreement or with the consent of Addictive Ads Inc., you agree 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 us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

    In the event that Publisher whether without anyone else's input or through its outsiders furnish Addictive Ads with any Personal Data as characterized under General Data Protection Regulation ("GDPR”) for clients situated in EEA, Publisher will as the Controller execute a significant information security understanding for setting out the terms of Processing (accordingly terms are characterized under GDPR) by Addictive Ads. The distributor might guarantee that neither Publisher nor its outsiders including Advertisers should share any EEA client Personal Data with Addictive Ads but to the degree, such an information security assertion has been executed.

    If You are a GDPR compliant Demand Partner/Publisher, you agree to accept the terms of Addictive Ads's Data Protection Module as set out in "http://addictiveads.com/data-protection/publisher-data-protection-module” where you are receiving EEA user Personal Data as defined under GDPR from Addictive Ads. Where you intend to share any EEA user Personal Data as defined under GDPR with Addictive Ads/Media Company, please share your data protection agreement with us for review. You agree not to share any EEA user Personal Data with Addictive Ads except where such a data protection agreement has been executed.

  4. Limited License & Intellectual Property

    We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

    You may not alter, modify, manipulate or create derivative works of the Links or any Addictive Ads Inc. graphics, creative, copy or other materials owned by, or licensed to, Addictive Ads Inc. in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you a written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Addictive Ads Inc.'s trademarks, service marks, copyrights, patents or trade secrets. You agree that Addictive Ads Inc. may use any suggestion, comment or recommendation you choose to provide to Addictive Ads Inc. without compensation. All rights not expressly granted in this Agreement are reserved by Addictive Ads Inc..

  5. Termination

    This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Addictive Ads Inc. or Client intellectual property, and will cease representing yourself as an Addictive Ads Inc. or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

  6. Remedies

    In addition to any other rights and remedies available to us under this Agreement Addictive Ads Inc. reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if

    1. Addictive Ads Inc. determines that you have violated this Agreement,
    2. Addictive Ads Inc. receives any complaints about your participation in the Affiliate Program which Addictive Ads Inc. reasonably believes to violate this Agreement or
    3. any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate 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. In the event of a material breach of this Agreement, Addictive Ads Inc. reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

  7. Anti-Spam Policy

    You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act”). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Addictive Ads Inc. for approval by sending it to your Addictive Ads Inc. representative and upon receiving written approval from Addictive Ads Inc. of your email the email may be transmitted to third parties.

    It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Addictive Ads Inc.'s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Addictive Ads Inc.'s approval.

  8. Fraud

    You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Addictive Ads Inc. shall make all determinations about fraudulent activity in its sole discretion.

    We have the right to withhold payment if in violation of the following:

    1. Wrong Install Country - Installs coming through countries other than the geo in place, will be flagged. If these installs exceed 5% of total installs driven (on site ID level), it would not be billable.
    2. Click Injection - Installs that comes within 15 seconds and less from the click are under the risk of non-compensation.
    3. Old App Versions - Installs coming through App Versions that are older than that the latest available at the time of the install is under non-compensation.
    4. Click Spamming - We are looking at Site IDs with less than 20% installs showing from the first 2 hours of the clicks. If flagged, all installs coming from that Site ID would be rejected. That, allied to conversion rate below 0.25%, is under the risk of non-compensation.
    5. Incentivized Traffic - All non-incentivized activities should hit at least 5% Day 2 Retention at a site ID level. If not, the placement is under risk of non-compensation. If found on incentivized offer-wall, the whole publisher is under risk of non-compensation.
    6. Anonymous and Repeated Device IPs – Installs from a specific placement that has more than 50% anonymous or repeated, are under the risk of non-compensation.
    7. Unique Device Name Duplication – Where there are 10 or more installs attributed to a single unique Device Name, either at a site ID level or IP address level. An example of a unique device name includes a proper noun or suspicious descriptor (e.g. “Best Phone” or “Sweepstakes”) whereas a non-unique device name depicts more generic descriptors (e.g. “Android Admin” or “iPhone (5)”).
    8. Targeting minors – Any instances of ads appearing in under 18-skewed environments will not be billable.
    9. Non-approved creatives found with print/link can result in non-compensation of the placement. Use of misleading creatives with not approved conditions, if found, will result in non-compensation of the publisher.

  9. Representations and Warranties

    You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Addictive Ads Inc. represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Addictive Ads Inc.'s own business operations or Addictive Ads Inc.'s proprietary products or services.

  10. Modifications

    In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Addictive Ads Inc. 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. Affiliate agrees to promptly implement any request from Addictive Ads Inc. to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

  11. Independent Investigation

    You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

  12. Mutual Indemnification

    Affiliate hereby agrees to indemnify, defend and hold harmless Addictive Ads Inc. and Clients and their respective subsidiaries, affiliates, 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

    1. any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein,
    2. any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Addictive Ads Inc. or Client intellectual property, or
    3. any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).

    Addictive Ads Inc. hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, 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 Addictive Ads Inc. is not authorized to provide you with the Links.

  13. Disclaimers

    THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ADDICTIVE ADS INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ADDICTIVE ADS INC. DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. ADDICTIVE ADS INC. EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. ADDICTIVE ADS INC. DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

  14. Limitation of Liability

    IN NO EVENT SHALL ADDICTIVE ADS INC. BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF ADDICTIVE ADS INC.. IN NO EVENT WILL ADDICTIVE ADS INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADDICTIVE ADS INC. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. ADDICTIVE ADS INC.'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY ADDICTIVE ADS INC. IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

  15. Governing Law & Miscellaneous

    Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Addictive Ads Inc. to enforce the terms of this Agreement. This Agreement contains the entire agreement between Addictive Ads Inc. and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Addictive Ads Inc. shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Addictive Ads Inc. "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Addictive Ads Inc.'s prior written consent. Addictive Ads Inc. may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications” section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, 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. 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. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

    This Agreement and the ensuing relationship between the Parties shall be construed in accordance with and governed by Canadian law. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by courts of British Columbia, Canada.

By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate 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. This Agreement was last revised on 05-14-2018.