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Standard Terms And Conditions For Digital Marketing Services – Advertisers

Preamble

For the purpose of this Agreement, “OCEADS” means OCEADS SAS., a company incorporated under the laws of France with its registration number 888443900.

There standards Terms and Conditions For Advertiser shall govern the relationship between OCEADS SAS and Advertisers for Digital Marketing Services (The “Service”). This document, when incorporated into an insertion order (The “IO”), represents the parties’ common understanding for doing business and shall be collectively referred to herein as the “Agreement“. Furthermore, each Campaign (the “Campaign”) may have additional terms and conditions on pages and are incorporated as part of this Agreement.

Therefor, by using the Service, the Advertiser consents to all the terms and conditions of this Agreement, Privacy Policy and any additional rules and guidelines that OCEADS may post on is website (The “Website”).

OCEADS may change this Agreement and Privacy Policy at any time and shall provide notice to the Advertiser. However, OCEADS recommends that the Advertiser periodically visits the Website to review this Agreement and Privacy Policy. Unless a signed agreement stating otherwise is in place, by using the Website after OCEADS posts any changes, the Advertiser agrees to accept those changes, whether or not they have been expressly agreed upon between the parties.

Definitions.

Unless otherwise specified, capitalized terms used in this Agreement have the meanings given to such terms in this Section 1.

“OCEADS” means OCEADS SAS.

“Advertiser” means any client or agency which has entered into an agreement with OCEADS SAS.

“Advertising Materials” means artwork, copy, or active URLs.

“Publisher” means a person or a company willing to make available their inventory to OCEADS Lts for monetisation.

“Campaign” means all Digital Marketing Services provided by OCEADS within a specific IO

“Co-Registration” means the relationship between OCEADS or its publisher and Advertiser that involves the exchange of consumer information. In the relationship, the consumer information is treated as a sales lead for Advertiser. OCEADS or its publisher collects consumer information through a registration process on the website and the consumer opts-in to receiving marketing communications from third party advertisers.

“Commissions” means the Volume respectively multiplied by the Payout Rate as specified by this Agreement.

“CPA” (Cost Per Action) means a business model that calculates digital marketing payments according to OCEADS-specified “actions” in response to an ad beyond simply clicking on it, including but not limited to subscriptions, email sign-ups, activations, sales leads and purchases.

“CPC” (Cost Per Click) means a business model that OCEADS is paid each time a visitor clicks on a given Creative and thereby being directed to a selected mobile webpage. No matter what action is taken at the selected mobile webpage, all that matters with this business model is that the Creative was clicked.

“CPI” (Cost Per Installation) means a business model that calculates digital marketing payments according to the amount of installations. An installation is counted when a visitor downloads, installs and opens the application, mobile game or other products through clicking on the Creative promoted by OCEADS, as determined by OCEADS’s tracking technology.

“CPM” (Cost Per Mille) means a business model that the payments are calculated and made for each one thousand impressions. For this purpose, “impressions” means a measure of the number of times a Creative is seen. Without prejudice to any other terms of this Agreement, an impression occurs each time a unique visitor hits to a selected website, and this will be counted as an impression.

“Creative” means materials of any type used under this Agreement, including, but not limited to, buttons, banners, text-links, Videos, pop-ups, pop-unders and text to be displayed for the purpose of digital marketing.

“Disclosing Party” means the Party disclosing or providing Confidential Information (either directly or through such Party’s Representatives) to the Recipient or the Recipient’s Representatives.

“Flight Dates” means a period of time starting with the Commencement Date and ending with the End Date as specified in the IO.

“Fraudulent Activities” means by way of example only and not limited to: (i) use, encourage or facilitate others to use optimization services and/or software to fraudulently inflate impressions, clicks or other user actions or information regarding user actions; (ii) generate or facilitate actions that are based on fraudulent or deceptive practices, including the or use of deceptive implementation methods, robots or other automated tools to generate unintended user actions or encourage or facilitate any illegitimate user actions; (iii) mislead users to click on the Creative; (iv) in any way minimize or obstruct the display of any Creatives, or edit, modify, filter or change the order of the information contained in any Creatives; (v) edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by OCEADS; or reverse engineer, decompile or disassemble any software components of the digital marketing services provided by OCEADS; (vi) offer or provide any unauthorized incentives (financial or otherwise) to end users; (vii) blind text links; or (viii) use unsolicited email or inappropriate newsgroup postings to promote Websites.

“Governmental Authority” means any governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“IO” means a mutually agreed Insertion Order entered by Advertiser and OCEADS under which OCEADS will deliver its service.

“Intellectual Property Rights” means on a worldwide basis, any and all now known or hereafter known (i) rights associated with works of authorship including copyrights and moral rights, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patent rights and other industrial property rights, (v) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).

“Payout Rates” means the average cost of an action, which is specified in the IO and may vary considerably according to the applicable business model.

“Publisher Media” means a search engine, website, application, or other media specified on an IO that are owned, operated, or controlled by Publisher, or on which Publisher is otherwise legally authorized to act in the manner contemplated by this Agreement.

“Recipient” means the Party receiving the Confidential Information (as such term is defined in Section 6) either directly or indirectly through such Party’s Representatives from the Disclosing Party or the Disclosing Party’s Representatives.

“Representatives” means, with respect to a particular Party, such Party’s (i) Associated Entities, (ii) officers, directors and employees, (iii) attorneys, accountants and financial advisors, and (iv) officers, directors and employees of such Party’s Associated Entities, who shall each be legally obligated to observe and perform the obligations of such Party and to keep and treat the Disclosing Party’s Confidential Information received hereunder in a manner consistent with the terms hereof.

“Volume” means (i) the inventory (e.g., the amount of clicks, impressions, installations or other desired actions) where the CPC, CPM, CPI or CPA business models apply, (ii) the amount of other deliverables as specified in the IO.

2.Implementation.

2.1 License Grants.

Subject to the terms and conditions of the Agreement, Advertiser hereby grants to OCEADS a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable, license to use the Creative solely in accordance with the details set forth in the IO. The License will immediately and automatically terminate if OCEADS does not comply with any of its obligations hereunder. Advertiser must have all necessary licenses and clearances that are required for using the content contained in Creative. OCEADS may reject Creative if Creative is deemed inappropriate. Moreover, solely for the purpose of Service, Advertiser hereby grants OCEADS a limited, royalty free, non-transferable, non-exclusive right to use Advertiser’s trademark, trade name, service mark and domain name, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and any other publicity rights or indicia of ownership owned or used by OCEADS or its Associated Entities.

2.2 IO Details.

During the Term of this Agreement, the Parties may from time to time sign new IOs subject to the terms of this Agreement. As applicable, each IO will specify: (i) the Volume and business model; (ii) the Payout Rate; (iii) the budget; (iv) the Commencement Date and End date of the campaign; (v) for any co-registration lead generation campaigns, data fields constituting a valid co-registration lead as set forth in Section 2 (2.4); (vii) for lead generation, those leads that are deemed valid and are not reversed under Section 2 (2.5); and (vii) the identification of the Parties. Other items that may be included are, but are not limited to, reporting requirements, any special Creative delivery scheduling and specifications concerning ownership of data collected.

2.3 Revisions.

Revisions to confirmed IOs will be made in writing (which, unless otherwise specified, for purposes of this Agreement, will include paper or e-mail communication) and acknowledged by the other party in writing.

2.4 Co-Registration Campaigns.

With respect to any lead generation co-registration campaigns (“CoRegistration Campaigns), it is Advertiser responsibility to confirm that the data fields delivered match the data fields enumerated on the applicable IO (“Co-Reg Leads”). In the event there is a maximum amount of Co-Reg Leads that Advertiser can reject with respect to such Co-Registration Campaign, such maximum amount (“Maximum Rejected Leads”) shall be delineated in the IO and Advertiser agrees to pay for all of the Co-Reg Leads in excess of the Maximum Rejected Leads. Further, Advertiser must report any discrepancies related to such Co-registration Campaigns in writing to OCEADS, including any proof of server bounce response for any disputed CoReg Leads no later than seven (7) days of the occurrence or Advertiser shall of waived all right to reject a lead. OCEADS is not liable for any discrepancies not reported within this timeframe. All discrepancies must be reported to OCEADS’s account representative in writing. In the event that Advertiser uses any portion of the data or disputed leads in any marketing program, Advertiser will be required to pay the fee for such disputed leads. OCEADS may test the data with fictitious names to ensure the functionality of the data, to ensure the consumer experience (at no cost to Advertiser), as well as to assure compliance with the previous sentence. All Co-Registration Campaigns, including any co-registration forms and Creative, shall be in compliance with all applicable laws, rules and regulations and this Agreement. Advertiser acknowledges that consumers who have elected to co-register with Advertiser may have elected to co-register with OCEADS and/or its affiliated publishers, and may have elected to co-register and/or sign up with additional advertisers. Therefore, Advertiser acknowledges that OCEADS and its affiliated publishers or advertisers, as applicable, retain all rights to market and communicate to such consumers, consistent with their policies and procedures.

2.5 Tracking Pixel for Performance Campaigns.

In the event that a campaign is based on a performance metric to be tracked on Advertiser’s Site and a tracking pixel has been mutually agreed upon, Advertiser shall insert OCEADS’s tracking pixel on the confirmation page for each advertisement to be delivered hereunder. In the event that a tracking pixel has not been mutually agreed upon, then an alternative method for tracking the completion of the performance metric shall be set forth in an applicable IO. If Advertiser removes or manipulates the tracking code at any time during the campaign, without express written permission from OCEADS, OCEADS may suspend performance and, if applicable, Advertiser agrees to pay OCEADS for the days during which tracking code was absent or manipulated based on the average daily conversion measurements (using daily click counts and/or conversions for the seven (7) days prior to the tracking code being removed or manipulated). In the event of a dispute between Advertiser’s tracking and OCEADS’s tracking, a detailed leads report will be provided to include details of each action by a user. If OCEADS provides Advertiser with a lead validation policy and a tracking pixel is not used, a lead shall be deemed valid if in compliance with such lead validation policy. If provided with a leads reversal policy by OCEADS, leads may not be reversed unless the reason for reversal is set forth in such reversal policy. Notice must be provided by OCEADS for any leads that are reversed. Reversals for leads due to a tracking pixel error are not permitted. In the event that a campaign is suspended or cancelled at any time while the campaign is active, Advertiser agrees to pay for all conversions, sales, leads, and/or clicks generated from advertisements delivered prior to suspension or cancellation of a campaign, for a period of thirty (30) days following said suspension or cancellation.

2.6 Delivery.

If there is under-delivery, OCEADS will make commercially reasonable efforts to deliver in accordance with the IO signed by Advertiser. OCEADS does not contract for a specific conversion or profitability rate of the campaign. Advertiser may not hold any remuneration of OCEADS if the campaign does not meet the actual or stated Advertiser’s conversion or profitability rate. In addition, the predictability, forecasting and conversions for CPM, CPC, CPA, CPI and CPL deliverables may vary and guaranteed delivery, even delivery and makegoods are not available.

2.7 Restrictions.

Advertiser shall not:

(a) By accessing the Services, store, transmit, distribute, disseminate, publish or post any content in such a way as to breach any applicable Law, OCEADS policy or guideline, or to infringe the rights (in particular, the Intellectual Property Rights) of, or restrict or inhibit the access to and enjoyment of the Services by, any other person;

(b) By accessing the Services, deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to any OCEADS or third party systems;

(c) Share, display or disclose any Creative that may be considered to contain the following content: (i) any content that contains or promotes concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality; (ii) any content that promotes firearms, bombs and other weapons or how-to guides for any of the above, pornography, criminal activity, or activity that violates other’s rights; (iii) any content that contains false, misleading or deceptive representation (as determined by OCEADS at its sole discretion); (iv) any content that facilitates or promotes illegal file-sharing (MP3s, copyright protected video, or the equivalent); (viii) any content that has the potential to create liability for OCEADS or cause OCEADS to violate the requirements of or to lose the services, in whole or in part, of other Internet service providers.

3. Creative material

3.1 Required email content.

To the extent that an IO provides for or otherwise permits marketing by e-mail, the Advertising Materials provided by Advertiser shall also include the Advertiser’s postal address; a functioning unsubscribe mechanism which, when activated by a user, will actually and permanently remove the user’s email address from the Advertiser’s database within 5 days of request receipt; a non-misleading and accurate “Subject Line” and/or “From Line”; and any other information necessary to comply with applicable laws and regulations.

3.2 Suppression List.

Advertiser agrees to maintain and deliver to OCEADS within five (5) days in advance of the start of a campaign a suppression list containing the e-mail addresses of those individuals who have opted out or unsubscribed from receiving communications from the Advertiser (the “Suppression List”). Advertiser shall further provide an updated Suppression List to Company real time or if not real time then no later than once every five (5) days for the duration of the offer each time a user has requested to be unsubscribed (through the link or otherwise) in the format specified by the OCEADS or via a third-party vendor that facilitates suppression list exchanges. Each party shall use best practices to prevent use or disclosure of the Suppression List for any purpose other than to honor the request of individuals to opt out or unsubscribe from receiving communications and shall treat such Suppression Lists as confidential information as provided herein. Both parties represent and warrant its performance hereunder will fully comply with with applicable laws and regulations.

3.3 No Modification.

OCEADS will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Advertiser’s approval. OCEADS will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.

3.4 Ad Tags.

When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.

3.5 Compliance.

OCEADS reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Creative is linked do not comply with its Policies, or that in OCEADS’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, OCEADS reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Creative is linked are, or may tend to bring, disparagement, ridicule, or scorn upon OCEADS or any of its Publishers, provided that if OCEADS has reviewed and approved such Creative prior to their use on the Site, OCEADS will not immediately remove such Creative before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Advertiser.

4. Commissions, Payments, Taxes and Costs.

4.1 Reporting.

The Commissions will be solely based upon the Volume compiled by OCEADS tracking and reporting system or Advertiser system, whichever is greater, provided that Advertiser tracking system is a certified third party tracking attribution entity or tracking has been validated via Server to Server. OCEADS will provide the Advertiser with a report the 15th of every following month, unless otherwise agreed in the IO, detailing the Volume in relation to the campaigns. If Advertiser is using a cookie based attribution method, the attribution windows can’t be less than 30 days. In addition, Advertiser must provide OCEADS with access to Advertiser’s tracking dashboard. Finally, OCEADS reserves the right to audit the Advertiser tracking system to monitor and validate accuracy.

4.2 Invoices.

Unless Advertiser has prepaid, OCEADS will issue the invoices on a [monthly] basis upon its receipt of the reports aforementioned in Section 4.1 from Advertiser. Invoices will be sent to Advertiser’s billing address as set forth on the IO including company name, campaign name and any number or other identifiable reference stated as required for invoicing on the IO. The invoice shall cover only those inventory that meet the criteria specified in this Agreement. Advertiser acknowledged owing OCEADS any invoiced amount unless Advertiser communicates in writing or email within 7 days of the reception of the invoice a valid objection.

4.3 Payments.

Advertiser shall pay the Commissions in full to OCEADS within [30] days after receiving the invoice from OCEADS. All amounts payable to OCEADS under this Agreement are net of taxes and transfer costs and will be paid in the currency which the parties are agreed upon. OCEADS may update its bank account information from time to time during the Term by providing Advertiser with the update.

4.4 Delays. If Advertiser is late by more than 30 days in paying the amount due, Advertiser is liable for : i) Collection cost, including but not limited to attorney fees, ii) Default interest on the total amount due of 8% yearly, iii) a late fee of 5% of the outstanding amount.

4.6 Taxes, Costs. Each Party shall be liable for making payment of any and all applicable taxes, including but not limited to withholding tax, value added tax, sales taxes, duties, Commissions, levies or surcharges (including where applicable any universal service fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any government agency or authority.

4.5 Wire Transfer Fees.

Any fees regarding to the money transfer shall be born on Advertiser except Fees from OCEADS’s side.

5. Warranties, Indemnities, and Limitation of Liability.

5.1 Warranties.

Both parties hereby represent that they are authorized to enter into this Agreement. Except as expressly set forth in this Agreement, neither party makes and each party specifically disclaims any representations or warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement, and warranties implied from course of dealing or performance.

5.2 Advertiser’s Representations.

Advertiser represents and warrants that it has and will have full power and authority to fulfill all of its obligations hereunder and in doing so it will not breach any existing contractual obligations with third parties and that it is authorized to bind any third parties necessary to create and fulfil the specified obligations.

5.3 Indemnification.

5.3.1 Advertiser agree to indemnify and hold OCEADS

harmless from and against all claims (including reasonable attorney fees and costs) by any third party against OCEADS due to infringement of the Advertiser’s warranties and obligations under this Agreement. Advertiser will be liable for any damage in this connection and the costs incurred by OCEADS for legal action. This will not affect any further claims OCEADS may have. Advertiser shall – upon first demand by OCEADS or any third party designated by OCEADS – make whatever in-court or out-of-court declarations and provide whatever documents are required or appropriate to defend against third-party claims.

5.3.2 The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.

5.4 Limitation of Liability.

Excluding each party respective obligations under Section 5, damages that result from a breach of Section 6, or intentional misconduct by OCEADS or Advertiser, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

6. Cancellation, Term and Termination.

6.1 Term.

This Agreement shall become effective from the Effective Date and shall remain effective for a period of one (1) year (“Term”). The Parties agree to discuss in good faith additional collaboration opportunities during the Term. If both OCEADS and Advertiser provides a notice of non-renewal in writing at least thirty (30) days prior to the expiry of the Term, this agreement will automatically renew, on current terms, for one additional year term.

6.2 Termination.

This Agreement may be terminated: (a) by OCEADS by providing 30 days´ prior written notice to Advertiser, or (b) by the written consent of both parties, or (b) when either Party has a receiver, manager, administrator, or other encumbrancer appointed over any of its undertaking or assets or goes into liquidation or bankruptcy or enters into any agreement with its creditors or ceases to cease to carry on its business, whether on account of debt or otherwise.

6.3 Cancellation of the IO.

Unless agreed in the Insertion Order as non-cancellable, either Avertiser or OCEADS may cancel the entire Insertion Order, or any portion thereof, by providing the other party with no less than two (2) business days´ prior written notice. During the Term, in the event of breach of this Agreement or an Insertion Order by a Party , the non-breaching Party may immediately terminate this Agreement by written notice to the Breaching Party if the Breaching Party fails to cure the breach within thirty (30) days of receipt of written notice from the non-breaching Party.

7. Confidentiality.

7.1 Definitions and Obligations.

“Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Publisher, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.

7.2 Exceptions.

Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure

7.3 Compliance with Law.

OCEADS and Advertiser will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.

7.4 Non-Circumvention.

OCEADS manages the relationship with all Publishers contacts. In no instance Advertiser should contact Publishers without OCEADS’s prior consent. In addition, Advertiser must not circumvent OCEADS directly or indirectly under any circumstances for the duration of any campaign, as well as the three months that follow the termination of such campaign. Advertiser warrant that it will not enter into negotiations/contracts with a Publisher, regardless which entity initiated the contact, provided it is known to the Advertiser that such publisher has been affiliated to OCEADS and running Advertiser’s campaign.

8. Data protection, data collection, processing and transfer of data

8.1 Privacy Policies.

Advertiser will post on its respective Websites its privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Advertiser to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party. Advertiser agrees to comply with all applicable privacy laws and OCEADS’s Privacy Policy available at OCEADS’s official website (https://www.oceads.com/privacy-policy/). Due to the rapidly evolving technologies on the Internet, OCEADS reserves the right to occasionally update this Privacy Policy. All revisions will be posted to this Official Website

8.2 Data protection, data collection, processing and transfer of data.

Within the scope of the campaign in reference to this agreement, Advertiser may transfer the following information, necessary for the delivery of the service, invoicing and payment : i) device data such as IDFA, GAID, ii) publisher ID, iii) location data (if required and available), iv) demographic data or v) event data. In the event that any transfered data is considered as Personal Data, Advertiser warrants that the collection, processing and transfer of personal data comply with the applicable privacy and data protection law in vigor in the country where the end user data is collected, processed or used. In particular, Advertiser warrants that i) Advertiser has made available to the end user a clear and comprehensible data protection and Privacy Policy, ii) Obtained the user consent approval, opt-in, authorization to collect, process or use the end user’s data as required by applicable laws, iii) inform the end user about the privacy and data protection law in which the end user data is being collected, processed or used, iv) Contractually obligated any third party (including, but not limited to employees, attribution partners, agent,…) who handles personal data on the behalf of the advertiser to comply with all laws regarding data protection, data collection, processing and use.

9. Force Majeure.

9.1 Generally.

Excluding payment obligations, neither party will be responsible for delays or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”).

9.2 Related to Payment.

If Advertiser ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to OCEADS, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.

9.3 Cancellation.

If a Force Majeure event has continued for five (5) business days, OCEADS/Advertiser has the right to cancel the remainder of the IO without penalty.

10. General.

10.1 Notices.

Unless prior written notice of a change of address is given by the relevant Party, all correspondence between the Parties, including the delivery of a duly and properly executed version of this Agreement, shall be delivered either in person, by express courier, facsimile transmission, registered mail or email with read receipt, to the following correspondence address:

Partner: OCEADS SAS

Address: 55 Rue Hutellier

60290 Laigneville

France

Telephone: +33 616945164

E-mail: herve@oceads.com

Contact Person: Hervé Degauchy

10.2 Claims.

All claims, instructions, consents, designations, notices, waivers, and other communications in connection with the Agreement will be in writing to the address specified above. Such notifications will be deemed properly given to the other party (a) when received if delivered personally or by a recognised courier service, (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received; (c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail

10.3 Assignment.

Neither party may assign any of its rights under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a change of control transaction, provided the acquirer has agreed in writing to comply with and be bound by all of the acquiree’s obligations hereunder. Any assignment or transfer or attempt to assign or transfer of this Agreement or the rights granted herein without the written consent of the other Party shall be void.All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.

10.4 Governing Law.

In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of France. OCEADS and Advertiser agree that any Claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in France, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.

10.5 Dispute Resolution.

Advertiser and OCEADS agree that any disputes arising out of in connection with the Insertion Order or this Agreement shall be referred to mediation, and the parties will endeavor in good faith to agree to the location of the mediation and the identity of the mediator. Should a dispute arise between the Parties in connection with this Agreement, the Parties agree that such and all disputes arising from the implementation of or in connection with this Agreement, including questions regarding its existence, validity or termination, shall be settled, referred to and finally resolved in France by the France International Arbitration Centre, under its Rules of Arbitration for the time being in force, which rules are deemed to be incorporated by reference to this section. The arbitration shall be conducted in English by three (3) arbitrators appointed in accordance with the said Rules. The award shall be final and binding on both Parties. Expenses of the arbitrator(s) shall be divided equally between the parties. Each Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in any such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

10.6 Governing Language.

This Agreement is executed in English. If necessary, it may be translated into other languages. However, if there’s any conflict, ambiguity or discrepancy between the English version and a version in any other language, the French version shall prevail.

10.7 Headings.

Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.

10.8 Entire Agreement.

Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.

10.9 Survival.

Sections 4, 5, 8 and 10 will survive termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms.

11. Downtime.

11.1 Notification.

Advertiser must notify OCEADS whenever any downtime that might affect campaign performances, including but not limited to Advertiser’s site or Landing page going down, login form not working,…

11.2 Compensation.

Advertiser must compensate OCEADS as follow i) Advertiser must identify precisely the time the downtime occured, ii) OCEADS will check in its internal tracking system the revenue generated during the 3 hours before the downtime happened and determine the average revenue per hour. iii) Advertiser will pay OCEADS the difference between the average revenue generated per hours during normal service minus the revenue generated per hour during the downtime period, multiply by the hours of downtime.