The Company agrees to provide the Advertiser with the ability to post Ads and/or submit Promo codes and /or Fixed Marketing Materials (as defined below) for distribution through the Partner Network, as defined herein, subject to your compliance with the terms and conditions of this Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Partner Network, shall be bound by, and agrees to be bound by, this Agreement. The Company shall be entitled to engage subcontractors.

In this Agreement, the following terms shall have these meanings, unless otherwise noted:

– “Company Partner Network” – shall mean the proprietary website(s), platform, program, system, tracking system, and all the related tools to be provided by the Company that enable the Advertiser to promote their products and campaigns through the Partner Network.

– “Program” – shall mean a program (campaign, offer) created by the Advertiser within the Company Partner Network to promote a specific product and/or service.

– “Publisher” – shall mean a marketing Media Partner / Publisher/Affiliate /content Creator (Influencers, customers, visitors, users, etc.) who is signed up to the Company Partner Network and agrees to promote the Advertiser’s products and/or services.

– “Advertiser” – shall mean a business that chooses to promote either their own products and/or services on the Company Partner Network in accordance with the terms of this agreement.

– “Ads” – shall mean promotion of a product, brand, or service to a viewership in order to attract interest, engagement, and sales. Ads come in many forms from copy to interactive video.

– “Fixed Marketing Materials” – shall mean statically placed materials or content for a certain period specified by the Advertiser.

– “Marketing Materials” – shall mean any products or content designed to market a company or its products and services to potential customers.

– “Promo codes” – shall mean promotions of a product, brand, or service in order to attract interest, engagement and sales. Promo codes come in a form of a promo code, discount code or other promotional materials having the code/number necessary for tracking purposes and having the goal of the Internet user to use the promo code on the Advertiser’s website. Promo codes may have a corresponding image or logo, and for the purposes of this Agreement the aforementioned code together with the corresponding images/logos (if any) shall be considered Promo codes.

– “Tracking Solutions” – the methods and technologies used to monitor and attribute all user actions and transactions driven by publishers within the Company Partner Network. This includes the mandatory implementation of server-to-server (S2S) tracking, including in-app tracking, ensuring the direct, accurate, and complete transmission of order data from the Advertiser’s frontend systems — both desktop and mobile applications — to the Company Partner Network. The Advertiser is obligated to provide comprehensive data on all transactions.

3.1. This Agreement shall become effective upon the Advertiser accepting this Agreement by using the Company services (the “Effective Date”). The Agreement will remain in effect unless terminated in accordance with this Agreement.

3.2. All the information that the Advertiser provides to the Company must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in paragraph 10.

3.3. Company reserves the right to refuse applications and acceptance of any advertiser and this is subject to the sole discretion of the Company Partner Network. The Advertiser hereby consents to Company using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Company Partner Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Company is connected to its activities and role as a Company advertiser.

3.4. If the Advertiser is accepted into the Company Network, s/he will be required to complete a Know Your Customer (KYC) validation. This may involve submission of tax residency certificate, company registration document and/or other similar documents.

3.5. KYC Documentation is held privately by the Company and will be reviewed and assessed by the Company’s compliance team, who have full discretion to evaluate whether the provided documentation is both genuine and acceptable. Company reserves the right to request further documentation in any specific Advertiser’s case and reserves the right to refuse the Advertiser.

3.6. The Advertiser will also be required to provide a billing address to the Company Partner Network. This address will be subject to verification by the Company compliance team.

3.7. The Advertiser may be requested to make a test bank transaction for validation purposes, which amounts will be accounted for the future Company services.

3.8. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof.

4.1. As of the Effective Date, the Advertiser agrees to accept and pay for, and Company agrees to provide, the services identified and set forth in the Agreement (“Services”).

4.2. The Advertiser acknowledges that the Company may legitimately need all information, assistance, and cooperation from the Advertiser to carry out its obligations in relation to their contractually binding.

4.3. The Advertiser agrees to implement the Tracking solution on all of its websites covered by the Agreement, including desktop, all mobile versions of those websites, and any downloadable mobile applications, in accordance with Company’s instructions and with its help. Advertisers understand and acknowledge that proper Tracking solution implementation is essential to the Services. Implementation of the Tracking solution in all possible locations mentioned above is a prerequisite for the Program launch.

4.3.1. The Advertiser agrees to implement Server-to-Server (S2S) First-Party Tracking, wherein data is transmitted directly from the Advertiser’s servers to Company’s servers via API, postback, or XML. This tracking method is highly recommended to maintain data accuracy and avoid data loss due to browser limitations.

4.3.2. Should the Advertiser choose to proceed with tracking methods like browser-based or tag-based tracking data or any other integration that is not server-to-server (S2S) First-Party Tracking, Company reserves the right to apply a reporting loss adjustment to daily conversion statistics due to tracking restrictions of chosen tracking method. These adjustments will be calculated based on predictive estimates of data loss caused by the limitations of these tracking methods.

4.3.3. Such a reporting loss adjustments are subject to mandatory payment by the Advertiser. Failure to comply with payment requirements for these adjustments may result in the termination of the agreement.

4.3.4. If the Advertiser fails to comply, or Company suspects that the Advertiser is failing to comply, with its obligations under clause 4.3.1. – 4.3.3. Company may suspend the Agreement, including the provision of all Services and licenses, the operation of the Program, and/or the Advertiser’s access to the Interface, until the Advertiser rectifies such failure.

4.3.5. The Advertiser is obliged to save the tracking solution and continue transmitting tracked conversions during the set cookie lifetime. In addition, the Advertiser will be obliged to compensate for losses resulting from a temporary lack of Tracking solution, regardless of whether Tracking solution has been removed in one or more sources. The compensation will be calculated on the basis of the average daily revenue of Company and Publishers based on the period before the loss of the Tracking solution from the source(s) in question and multiplied by the number of days of the lack of tracking.

4.3.6. For optimal performance of cashback and loyalty programs as a traffic source, the Advertiser must implement tracking codes prior to the activation of any consent management tool. This ensures that users receive the full benefits of the services, as consent tools can otherwise prevent proper tracking, limiting access to these features. Failure to do so may hinder service functionality and affect tracking accuracy that will lead to increase of reporting adjustments

4.3.7. Order Validation means confirming the status of each order as either confirmed, canceled/not delivered. Once an order is tracked in Company’s system, only these statuses can be applied. For orders marked as canceled/declined, the Advertiser must provide a clear and specific reason for the decline, ensuring transparency and accuracy in validation.The Advertiser agrees to validate orders based on the “last paid click” attribution model the most common in paid traffic advertisement. The Advertiser has 5 (five) calendar days from the moment of order validation to make any changes to the statuses of validated orders. After this period, the statuses of verified orders shall remain unchanged.

4.4. The Advertiser confirms that it is aware of and agrees to bear the cost of integration with the Company system in order to measure Actions in the Program.

4.5. The Advertiser acknowledges the superiority of Company’s Tracking solution and the results presented therein over other systems used, including systems for measuring leads or sales. The Company’s system remains the official source of information for billing purposes. If other/external systems such as Google Analytics are used as an alternative source of data analysis, the Advertiser is obliged to configure it in accordance with Company’s guidelines in order to avoid possible discrepancies.

4.6. Subject to the terms of this Agreement, the Advertiser will be permitted to create a Program on the Company Partner Network and link to a specified page or ad hosted by the Advertiser containing advertising and marketing materials for use by Company’s Publishers in the promotion of the Advertiser’s products or services.

4.7. Unless agreed otherwise, the Advertiser is required to promote the Program on the homepage of its website and provide a link to the Company's website for potential Publishers to apply.

4.8. The Advertiser agrees to be solely responsible for the contents of its Marketing Materials and the manner in which they are being used by Company’s Publishers to promote the Advertiser’s products and/or services.

4.9. The Advertiser is solely responsible for its website content and the products and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser’s location), as well as the Ads content, Fixed Marketing Materials, Promo codes’ validity, the possibility of using the Promo codes on the Advertiser’s Internet resources and the accuracy of Ads content and Promo codes’ terms of use/conditions of use. Company shall not be responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of their websites, Promo codes/Ads content/Fixed Marketing Materials, posts, or emails or other communications using the Company Partner Network, and Company shall have no liability (whether in contract, tort, negligence, or otherwise) for the same.

4.10. The Advertiser shall compensate Company against all costs (including, without limitation, legal costs), claims, losses, damages, defamation, and awards suffered or incurred by Company in relation to the Advertiser’s website content, posts, or emails, or similar communications and the products and/or services promoted and/or sold from the Advertiser’s website including, without limitation, any and all claims, losses, damages, and awards against Company with respect to non-compliance of the Advertiser website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.11. The Advertiser shall compensate Company if, without Company’s knowledge and consent, it enters into direct cooperation with the Publisher(s) acquired by Company during the course of the Program. The grace period between Publisher’s resignation from the cooperation through the Company network and the commencement of direct cooperation with the Advertiser is 6 months. In the case of establishing direct cooperation with a Publisher without fulfillment of the period indicated, the Advertiser is obliged to pay Company compensation in the amount of the Publisher’s commission from the last six (6) months of activity in the Program. This provision does not apply if the Publisher(s) provides to the Advertiser a different range of activities in a different commission model than the range of activities carried out in the Program.

4.12. The Advertiser undertakes to respect the relationships established during the cooperation period and agrees to avoid engaging with Publishers introduced by the Company, either directly or through other similar services, for a period of six (6) months after the conclusion of the cooperation. Should such engagement occur, the Company reserves the right to claim compensation equivalent to six (6) months of lost profits resulting from such cooperation with the Publisher.

4.13. The Advertiser acknowledges that the Company shall accept no responsibility for unwanted actions and Publisher’s traffic that comes through the Advertiser’s Program(s) based upon the settings of the Advertiser. The Advertiser acknowledges and agrees that it has no right to request a refund or reimbursement from the Company Partner Network or any Publisher for any Fees or Commissions paid for approved (validated) transactions. The Advertiser forfeits any right to seek reimbursement for these amounts and absolves the Company and Participating Publishers of any associated responsibility.

4.14. Advertiser Program Details are the details of the Advertiser Program, and any Programs shall be contained within the Advertiser’s Program listing in the Company Partner Network. The Advertiser independently fills in the data about their Program (rates, types of traffic, hold time, Post Click Cookie lifetime, etc.). In case of changing the Advertiser Program Details, the Advertiser shall contact Company by email. Any changes to the program proposed by the Advertiser shall take effect no sooner than ten (10) calendar days after being communicated to Company in writing by email. The Commission may not be reduced by more than 20% in any 30-day period without the Advertisers’s prior written consent to email of the personnel manager that can be found in the Company Partner Network. The Advertiser’s Program segmentation and specifications will be published after review by the Company Partner Network. Any update or revision to the Advertiser’s Program may trigger a new verification by Company Partner Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with this Agreement, and any such conflicting terms and conditions shall be void.

4.15. Positioning of the Ads/Promo codes/Fixed Marketing Materials within the Company Partner Network is at the sole discretion of Company and its Publishers. Company does not guarantee that the Advertiser’s Ads/Promo codes/Fixed Marketing Materials will be available through any specific part of the Company Partner Network, when the Advertiser’s Ads/Promo codes/Fixed Marketing Materials will run for the placement and positioning of the Advertiser’s Ads/Promo codes/Fixed Marketing Materials. Company reserves the right to reject any Ad, Promo code, Fixed Marketing Materials, page, link, or Marketing Material for any reason at any time. Company reserves the right, at any time, to remove any of the Advertiser’s Ads, Promo codes, Fixed Marketing Materials or Marketing Materials if Company determines, (in its sole discretion), that the Ad, Promo code, Fixed Marketing Materials or any portion thereof, violates any of Company’s policies/terms or may result in liability for the Company Partner Network. The Company has the full rights to reject any URL link embedded within any Ad. Company’s failure to reject or cancel any Ad, Promo code or Fixed Marketing Materials shall not be construed as an acceptance of the Ad, Promo code, Fixed Marketing Materials or Marketing Material, nor shall it negate other provisions of the agreement, specifically with respect to liability.

4.16. The Advertiser grants to the Company Partner Network and Publishers, a non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription email, for the limited purposes of promoting their program, including but not limited to displaying Advertiser’s trademarks, logos, service marks, trade names and/or copyrighted material during the placement of Ads/Promo codes/Fixed Marketing Materials and/or running Programs. This is subject to the terms and conditions of this agreement. Company Partner Network will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.

4.17. The Advertiser agrees to maintain the implemented Tracking solution throughout the duration of the Agreement and after its cancellation by the cookie lifetime period set in the Program in order to count the remaining transactions generated by the Publishers. The Advertiser acknowledges that Tracking is the sole measure of Transaction validity.

4.18. The Advertiser must notify Company at least seven (7) days in advance of any changes that may affect the Tracking system. If any action by the Advertiser leads to the removal or disabling of Tracking, resulting in unrecorded Transactions, the Advertiser agrees to compensate Publishers based on their average performance on the Program over the two (2) weeks preceding the Tracking issue. Additionally, the Advertiser will pay Company a Commission on any compensation payments made to Publishers for lost earnings.

4.19. Company reserves the right to remove the Program from the list of available programs if the Advertiser does not resolve any Tracking solution irregularities or other issues affecting Publishers within seven (7) days of receiving written notice.

4.20. If the Advertiser wishes to implement the de-duplication technology or an attribution model different from the generally accepted ‘last click’ in its Program, the Advertiser must provide Company with a two (2) month’s written notice to avoid conflicting tracking issues. This clause does not apply if the Advertiser was already using the de-duplication technology at the time of signing the Service Order and had communicated this to the Company in writing prior to the Agreement.

4.21. The Company Partner Network may contact the Advertiser by email, telephone, post, SMS, via social media network, and other possible means of communication for feedback relating to the service under this Agreement and/or for marketing purposes in respect of other services of Company group entities.

4.22. The Advertiser shall be solely responsible for compliance with all applicable laws in all relevant jurisdictions, including sanctions and regulations.

5.1. For Programs with Promo codes the Parties agree to track conversions based on the Promo codes within confirmed leads. In case of launching Programs with Promo codes without general integration stipulated for the Program, the Advertiser is obliged to provide statistics of leads using Promo codes in a timely manner.

5.2. The Advertiser agrees to be solely responsible for the Fixed Marketing Materials, Promo codes, their contents, their validity, conditions of their use and/or application and provision of the information on such conditions to the Company, as well as the manner in which they are being used by Publishers to promote the Advertiser’s products and/or services.

5.3. For Programs with Promo codes the time for the Advertiser’s confirmation will be forty five (45) business days after the day the monthly report was sent by the Company Partner Network, all confirmed leads where the Promo codes have been used must be paid.

5.4. For the purpose of confirmation of the Fixed Marketing Materials’ placement, the Company shall provide corresponding letter to the Advertiser via email, and the Advertiser shall promptly confirm such placement. Once the Advertiser receives confirmation of the Fixed Marketing Materials’ placement, the Advertiser has 14 days to reject such placement, after that Fixed Marketing Materials’ placement should be deemed as automatically confirmed and should be paid by the Advertiser.

5.5. All sales by the Advertiser to the customers/Internet users who applied Promo codes shall be considered final once the timeframe to return the Advertiser’s product/service has passed and the order by the customer/Internet user has not been returned or declined. Remuneration for all final sales shall be payable to Company with no exceptions.

5.6. For the avoidance of doubt, data on the usage of Promo codes per clause 5.2 may be received from the statistics provided by the Advertiser or via other tracking/statistics solutions. The Parties have agreed that the Company shall define the source of data for the particular program, and in the event of any discrepancies Company’s data and data source shall prevail.

6.1. The Advertiser shall pay a fee to Company Network for the rendered Services as per the Services Details agreed in this Company Partner Network and final data as agreed by the Parties. The Advertiser undertakes to pay fees in accordance with the tariff, plan, or applicable subscription option selected in the Company Partner Network. Advertiser hereby acknowledges and agrees that not all technical options and other functions of the Company Partner Network may or will be available under the selected tariff, plan, or applicable subscription option for the Programs with Promo codes/Fixed Marketing Materials due to the specific nature of such Programs.

6.2. For the purpose of leads confirmation, the Company Partner Network shall also provide a monthly report to the Advertiser via email before the 5th day (in case of statutory holiday or weekends, postponed to the first working day after the holiday or weekends) of the month following the reporting month, and the Advertiser shall promptly confirm the numbers. If the Advertiser doesn’t confirm the numbers within thirty (30) days, the Company Partner Network may suspend the Advertiser until confirmation or other data is provided. The Advertiser must validate orders with status approved or declined, all unvalidated orders in Program within ninety (90) calendar days from date of order creation will be considered approved and must be paid for.

6.2.1. While confirming the numbers in accordance with clause 6.2, the Advertiser shall process the appealed orders that were submitted by the Publisher for the previous accounting period. For the purposes of this clause, appealed orders are the orders that were made but did not get included in the reports from the Company Partner Network; as well as the orders that were declined by the Advertiser, despite being in compliance with the rates and the Program regulations, and were subsequently appealed by the Publisher.

6.3. One hundred percent (100%) of the amount payable for the accounting period will be paid within fifteen (15) business days after the invoicing date.The Advertiser undertakes responsibility for the commission payment, including but not limited to fees related to payment transfer, currency conversion, and bank fees.

6.4. Any Taxes levied on either Party shall be borne by the respective Party, in accordance with the applicable tax laws in the governing jurisdiction. All Fees due to the Company under this Agreement shall be exclusive of VAT. If VAT is applicable, such applicable VAT shall be borne by the Advertiser. The Fees paid by the Advertiser to the Company shall be made free and clear of, and without deduction of VAT. If a reverse-charge mechanism applies, or if the Advertiser needs to withhold VAT in the country where it is VAT registered, the Advertiser shall provide a VAT number to the Company and liable to account for and to pay such VAT to the relevant tax authorities. All payments of Fees to be made by the Advertiser to the Company under this Agreement shall be paid without set-off, counterclaim or deduction, unless strictly required by applicable law, for example, because of a legal requirement to withhold any taxes.

6.5. In case of arrears, Company has the right to request and the Advertiser is obliged to provide within 5 working days from the date of request its financial statements (balance sheet, income statement, and cash flow statement) for the last 3 years, including the current year.

7.1. The Advertiser acknowledges and agrees that Company shall not be liable for any acts of fraud committed by the Advertiser, the Publishers and/or the end-user consumers. In addition, the Advertiser agrees to pay the Company in full for all services performed under this agreement, regardless of any consumer or Advertiser fraudulent activity.

7.2. The Company will make every effort to distinguish and stop any and all Publisher fraudulent activity. However, the Advertiser should make every effort to monitor the Publisher traffic activity and apply appropriate termination procedures immediately if the Advertiser believes a Publisher is engaged in fraudulent activity. Company shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Publisher or end user activity.

7.3. Misuse, deceit or purposeful sabotage of tracking data by the Advertiser, as determined by the Company, will be considered as a material breach of this Agreement and may result in the immediate termination of the Advertiser account and this agreement.

The Advertiser shall keep Company Partner Network, its Publishers and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Publishers and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Company by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights; Ads content and accuracy, Fixed Marketing Materials, Promo codes validity, terms of Promo codes’ use, inability to apply the Promo codes, but not limited to such. The Advertiser shall also indemnify Company for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Company services; technical problems or loss of data caused by the Advertiser on the Company and Advertiser Website or on any website to which the Advertiser is linked by the Company.

9.1. To the extent permitted by applicable law, the Company shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Publisher and Advertiser tracking service or Tracking Codes and Pixels.

9.2. The Company shall not guarantee or warrant the performance of Company services or the links to any linked websites. The Company, to the extent permitted by applicable law, shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links and tracking codes for the Advertiser’s website or for the specified function of the links.

9.3. The Company shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Company including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.

9.4. Company shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Advertiser accounts. It is the Advertiser’s responsibility to ensure that the Advertiser Program was configured properly by the Company that includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates or any other Program settings inside an Advertiser account.

10.1. Either party may cancel this Agreement or an IO, by giving thirty (30) business days prior written notice to the other party, unless stipulated otherwise in the tariff, plan or applicable subscription option selected in the Company Partner Network or in the IO. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the Company Partner Network and the Ads/Promo codes/Fixed Marketing Materials (if any) to be removed, and the Advertiser shall be responsible for the Sales and Conversions that result from Ads/Promo codes/Fixed Marketing Materials published/placed during those thirty (30) days.

10.2. Company may terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Company Partner Network if the Advertiser does not meet Company requirements or fails to provide documentation requested by Company or otherwise as Company reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. The Company will provide reasonable notice of such termination where possible.

10.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Company may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:

10.3.1. In the specific circumstances set out in this Agreement.

10.3.2. The Advertiser commits a breach of this Agreement.

10.3.3. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed.

10.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.3.5. The Advertiser Website is inoperative.

10.3.6. There is a change of control of the Advertiser account or related business.

10.4. Following termination of this Agreement, Company has the right to re-direct visitors promoting the Advertiser’s Programs to whatever destination it determines in its sole discretion.

10.5. The Advertiser shall maintain Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to Company Partner Network.

11.1. The Advertiser or the Company may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort, than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.

11.2. The receiving party agrees not to disclose the confidential information without prior express written consent from the other party in each instance. The term “confidential information” shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.

12.1. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of Hong Kong without regard to its conflict of laws, rules or principles.

12.2. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by the courts of Hong Kong.

12.3. The Advertiser use of the Company Partner Network is irrefutable acknowledgement by the Advertiser that s/he read and agreed to each and every term and provision of this Agreement.

12.4. The Company reserves the right to amend and update this Agreement at any time, by posting written notice of the changes on the Company Partner Network or by an email.

12.5. The use of the Company Partner Network by the Advertiser after making changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Company Partner Network.