Advertising services agreement.



1. Object of agreement.

By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher's Website(s) through SmartClick. On the top of that, SmartClick is providing a guidance to help Advertiser(s) and Publisher(s).

2. Eligibility

All Publishers and Advertisers must be over eighteen (18) years of age to use the Service, unless the age of majority in your jurisdiction is greater than eighteen (18) years of age, in which case you must be at least the age of majority in your jurisdiction. By accepting these Terms you represent and warrant that you are at least the minimum age as required by the previous sentence. Use of the Service is further not permitted where prohibited and you represent and warrant that you are not otherwise prohibited to use the Service.

3. Advertising material.

3.1. SmartClick Javascript tag. Publisher(s) shall place the SmartClick Javascript tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the SmartClick Javascript tag in any way without SmartClick prior written consent. The SmartClick Javascript tag for Advertising Material may not be used on a web page other than one located at an approved Website and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location that hasn't been approved by SmartClick.
3.2. Recording of Service Counts. SmartClick has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the SmartClick Administration Panel. Publisher understands that SmartClick's online statistics may not be 100% accurate and that SmartClick may make adjustments to Publisher's online statistics. In the event that coding on Publisher's Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, SmartClick reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
3.3. Volume of impressions. SmartClick cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
3.4. Ad Serving Platform. Statistics of impressions and revenues will be provided by SmartClick. Ad Serving Platform shall govern this Agreement.

4. Publisher payments.

4.1 Payments. Publisher payments are done by Publisher's request. To receive a payment, Publishers must reach the minimum payout limit set up in the SmartClick Administration Panel. SmartClick shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher's Website(s) approved by SmartClick.
4.2 Liability for Publisher's Revenue. Publisher understands and agrees that SmartClick acts solely as a third party for the Advertisers; and that SmartClick shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to SmartClick. Publisher agrees that (a) SmartClick shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (b) Publisher will only assert any claims therefore directly against the Advertisers; and (c) Publisher shall hold SmartClick harmless and indemnify it from any claims or liability related to such unpaid amounts. SmartClick agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. SmartClick, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
4.3 Other Expenses. SmartClick assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Advertiser or Publisher. By participating in the SmartClick, Advertiser or Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.

5. Advertising Budget.

Advertiser must prepay its advertising budget through Paypal, Paxum or wire transfer. Advertiser shall pay all charges. Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees SmartClick incurs collecting late amounts. Charges are solely based on SmartClick Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms may obligate SmartClick to do credit to any party.

SmartClick reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.

6. Refund Policy.

SmartClick strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the SmartClick Ad serving platform, Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the account if he isn't satisfied with the SmartClick and have remained in compliance with this Agreement. Advertisers canceled / terminated by SmartClick for violating these Terms are not entitled to a refund.

7. Publicity.

SmartClick shall use the trade names or trademarks of Advertisers or third parties without prior written approval from the party owning such name or mark.

8. Representations and warranties.

Advertiser(s) represents and warrants to SmartClick that none of the advertising provided contains:

- Any material that contans paraphilia or scatological activities;

- Any material that contain children or minors in adult or sexual situations;

- Any material that offers illegal products or services;

-Any malicious software or spyware;

-Any scripts or other software that force users to leave publisher's websites.

- Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;

- Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;

- Promotion of fake documents, copied material, or paper mills;

- Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;

- Promotion of drugs or any related paraphernalia;

- Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;

- Promotion or any attempt to profit from human tragedy or suffering;

- Promotion of illegal activities that infringes on the rights of others;

- Promotion of gambling or online betting that allows U.S. registrations. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing U.S. from the registration field is not considered sufficient;

- Any content that targets to children of age 18 and younger; and

- Any material that does not respect particular advertising rules added in the Administration Panel for specific Publisher?s Website(s).

9. Misuse.

9.1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.

9.2. In particular, Advertisers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the SmartClick using any fraudulently methods.

9.3. Any form of misuse will lead to the blocking of the Publishers' or Advertisers' accounts immediately. In this case Advertisers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Advertiser cannot confute the breach of this Agreement, SmartClick will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 10 of this Agreement. The Publisher shall not be entitled to any remuneration.
9.4. Fraudulent Impressions. Any method to artificially and/or fraudulently inflates the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by SmartClick Advertising Network. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by SmartClick, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher's clicks-throughs of any link other than SmartClick's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, SmartClick may terminate this Agreement without prior notification. Such termination is at the sole discretion of SmartClick and is not in lieu of any other remedy available at law or equity. SmartClick's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement.

9.5 For each case of intentional or negligent violation of the present provisions, the Publisher hereby undertakes to pay SmartClick liquidated damages in each case in an amount to be determined at SmartClick's equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the Publisher Account.

10. Termination;

10.1. SmartClick may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) if Advertiser not fulfill a material obligation defined in this Agreement . SmartClick will make commercially reasonable efforts to notify Advertiser(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.

10.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.

11. Confidentiality.

11.1 Advertisers and Publishers agree not to disclose SmartClick Confidential Information without SmartClick's prior written consent. "Network Confidential Information" includes without limitation:

(a)all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learns, develops or obtains that relate to the SmartClick;

(b) click-through rates or other statistics provided to You by SmartClick; and

(c) any other information designated in writing by SmartClick as "confidential" or any designation to the same effect.

11.2 SmartClick Confidential Information does not include information that has become publicly known through no breach by You or SmartClick, or information that has been

(a) independently developed without access to SmartClick Confidential Information, as evidenced in writing;

(b) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

12. Data protection.

1. Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users' personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.

2. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

13. Indemnification. Limitation of Liability.

13.1. Indemnification. Advertisers and Publishers agree to indemnify, defend and hold SmartClick and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the SmartClick, (ii) operation of the Publisher's Website(s) submitted to SmartClick for participation on the SmartClick or (iii) otherwise arising from a relationship with SmartClick. Advertisers and Publishers also agree to indemnify SmartClick for any legal fees incurred by SmartClick, acting reasonably, in investigating or enforcing its rights under this Agreement.

13.2. Limitation of Liability. Under no circumstances shall SmartClick will not be liable to Publisher or Advertiser with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability or other legal or equitable theory, whether or not SmartClick has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall SmartClick's aggregate liability arising out of these terms and conditions exceed the payments to the Publisher and Advertiser hereunder.

14. Modification.

14.1. SmartClick reserves the right to amend these provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. SmartClick will communicate, by e-mail, the modified conditions at least two weeks prior to the Effective Date. Publishers who do not object in text form (letter, e-mail, fax) to the modification within four weeks after the receipt of the e-mail will be deemed to have accepted the respective modification. SmartClick will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.

14.2. If the Advertiser(s) or Publisher(s) objects to the new (modified) Terms, SmartClick?s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the SmartClick remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.

15. Dispute resolution.

15.1. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Anguilla.

15.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of the Republic of Anguilla.

16. General Provisions.

16.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such party's performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.

16.2. Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

16.3. Survival. Sections 10, 11, 12, 13 and 15 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

16.4. Assignment. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.

16.5. Notices. Advertisers and Publishers agree that SmartClick may provide with notices by e-mail, regular mail, postings to the Website. Notice is deemed to be received when it is sent by SmartClick. Except as explicitly stated otherwise, notices to us must be delivered by e-mail to sales@smartclick.net and will be deemed to be given when received by SmartClick.

16.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

16.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

16.8. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

16.9. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.



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