Please take the time to read and review our Terms of Service.

The Parties to this Advertiser Service Agreement, together with any applicable Insertion Order(s) and Creative Clicks Policies (the "Agreement") are Creative Clicks B.V. and its affiliated companies ("Creative Clicks") and you as the Advertiser ("Advertiser" or "You"). 

Hereinafter individually referred to as “Party” or jointly as “Parties”. Creative Clicks facilitates Performance Marketing Programs (as defined hereinafter) by providing marketing services via the Internet. This Agreement shall govern participation in the Creative Clicks Marketing Service ("Marketing Service").

Taking any step to order or request the Marketing Service or otherwise use the Marketing Service constitutes Advertiser's assent to and acceptance of this Agreement. Written approval is not a prerequisite to the validity or enforceability of this Agreement, and no solicitation of any such written approval by or on behalf of Advertiser shall be construed as an inference to the contrary.

Advertiser confirms it has read, understood and shall comply with the Supplier Code of Conduct. 

In case of inconsistency with the Agreement, a signed IO between the parties will prevail.

DEFINITIONS

FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE MEANING
SET FORTH BELOW:

1. “Advertiser Program” means an advertising program.
2. “Calendar Days” means all days in the calendar year, including weekends and public holidays, without exclusions.
3. “Chargeback” means that the transaction is not eligible for a payment, in the following circumstances: 
   
   1. product return; 
   2. duplicate entry or other clear error; 
   3. with respect to a sale, non-receipt of payment from, or refund of payment to, the visitor by You.

Chargeback can be made only by Creative Clicks.

4. “Business Days” means, in the context of a notice being sent from one entity to another, full days upon which both entities are open for business, excluding both the day the notice is sent and the day the notice is received.
5. “Collected Data” means all End-User data and other information gathered by the use of the Marketing Service in combination with the placement and/or use of an Advertiser Program on Your Website.
6. “CPA” means Cost per Action.
7. “CPL” means Cost per Lead.
8. “CPC” means Cost per Click.
9. “Creative Material” means any image, text, programming code, graphic content, or any combination thereof that makes up an advertisement.
10. “End-User(s)” means the users of an Advertiser Program and also the identified or identifiable natural persons to whom the Personal Data relates.
11. “Fraud” means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions, which is conclusively evidenced by a document provided by Advertiser to Creative Clicks detailing all of the following:
    
    1. User IP for each suspected fraudulent conversion; 
    2. the reason for the suspected fraud for each conversion; and 
    3. full lead/sale details of all the fields that were completed and provided to Advertiser in connection with the suspected fraudulent conversion provided in an unlocked Excel worksheet. Advertiser is obliged to submit a fraud notice for each suspected fraudulent action, lead or click, within 14 days of the date of conversion. Any Fraud claims submitted after this time will automatically expire and be deemed void. Creative Clicks will not be
       required to accept any Fraud claims presented to it unless it receives all the required evidence to satisfactorily determine that such actions constitute a fraudulent action as defined herein.
       
       
12. “IO” means a mutually agreed insertion order, which may be entered into between You and Creative Clicks, that incorporates this Agreement and additional terms under which Marketing Services will be provided.
13. “Manual Data Transfer” means that You are recording transactions on Your servers and then reporting the transaction data to Creative Clicks.
14. “Payment Rates” means the payments agreed upon in the electronic form completed in Creative Clicks system.
15. “Performance Marketing Program” means where a person, entity, Publisher or its agent, operating Website(s) and/or other promotional methods to drive visitors to undertake actions that have been defined and ordered by Advertisers. For fulfilling the actions according to Advertiser's parameters, Publishers shall become entitled to pre-defined and agreed payments from Advertisers.
16. Publisher” means an individual or entity that has agreed, either expressly or impliedly, to the terms and conditions of this Agreement and which allows its website, pop-up links, SEM links, SEO links, Email links and other traffic sources to include banners and/or other acceptable forms or links to permit traffic and or Results between Publisher and programs offered by Creative Clicks.
17. “Results” means legitimate views, impressions and/or clicks including traffic that are generated by a third party on a Publisher's website and or network so that such third party may view an Advertiser’s advertisement, or creative item or link to Advertiser's site or otherwise consider a purchase of Advertiser's products or services.
18. “Server-Side Integration” means that Advertiser is recording conversions on its servers and then reporting the data to Creative Clicks.
19. “Tracking Code” means Creative Clicks code for tracking information.

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1. USE POLICY

1. Membership. Membership in the Marketing Service is subject to the prior approval of Creative Clicks. Creative Clicks reserves the right to withhold approval of membership or to refuse service to any new or existing Advertiser, at its sole and absolute discretion, without needing to provide reasons.
2. Program Details. Advertiser shall sign and place his Advertiser Program and any Campaign details within an Advertiser’s set-up form. This form must be completed before Your Advertiser Program can be activated. Advertisers are responsible for maintaining the correct contact and payment information associated with their account. This must be done online using Advertiser’s account.
3. Payment Rates. Payment rates shall be binding. Any change in a campaign's Payment Rates shall be considered as closing a running campaign and launching a new one, meaning at least 2 (two) Business Days’ prior written notice is required.
4. Publishers shall be allowed to participate in promoting Advertiser Campaigns based on the limitation/policy that will be defined and agreed upon in the applicable IO with Publisher.
5. Defamatory or Illegal Content. Creative Clicks does not accept Websites that advertise, produce, provide or link to adult content, promote or facilitate illegal activities, including but not limited to, pirating names used to access the website and hacking. Creative Clicks does not accept Websites that are under construction, personal home pages, or those that do not own their domain.
6. Terminating Publishers from Your Program. After a Publisher has been approved to Your Program, You may terminate that Publisher's participation, or part of its activity and such termination will become effective within two (2) Business Days' from actual receipt of your written notice ("Publisher Termination for Convenience"). You may request to terminate a Publisher's participation upon less than two (2) Business Days' written notice if the termination is in respect of a breach of the material provisions of Publisher's Service Agreement or Your Advertiser Program terms, and Creative Clicks will use commercial effort to comply ("Publisher Termination for Material Breach"). In order to terminate a Publisher from participation in Your Program for Publisher as aforesaid, You must contact your Creative Clicks client relation representative in writing to initiate such termination.
7. Proprietary Rights and Licenses. You grant Creative Clicks a revocable, non-transferable, royalty free, international license to display on and distribute from Creative Clicks Website Links to Your Website for Your Program(s), and all trademarks, service marks, tradenames, and/or copyrighted material (“IP Protected Material”) that You provide to Creative Clicks through the Marketing Service for the limited purposes of promoting Your Program to Publishers and potential Publishers, subject to the terms and conditions of this Agreement and Publisher's Service Agreement. The rights to display and Link to Your Website are sublicensable by Creative Clicks to our Publishers. Creative Clicks shall not otherwise copy or modify any icons, buttons, banners, graphics files, or IP Protected Material that You have made available through the Marketing Service pursuant to the foregoing license, except as necessary to conform Your links to a Creative Clicks compatible format. You agree that Your use of any Creative Clicks Website(s) and Your use of any Creative Clicks logos, trademarks or links is subject to the license and terms of use that are available from such Website (the "Terms of Use").
8. Advertiser shall not use the Marketing Service for political, electoral, or social issue advertising within the EU, unless fully compliant with the EU Transparency and Targeting of Political Advertising Regulation (“TTPA”). This includes clear disclosure of sponsorship, targeting criteria, and prohibition of foreign-funded political ads within three months of elections.

2. CREATIVE CLICKS TECHNOLOGY

1. The purpose of the Tracking Code is to enable tracking of the different performance models such as CPC, CPL and CPA. The Tracking Code shall not be modified from its original format without Creative Clicks prior written consent.
2. Diversity of Tracking Technology. Creative Clicks Access Advertisers are provided with integration alternatives such as modified pixel tracking technology, data transfer tracking for interim processing by Advertiser, and rapid integration with standard pixel tracking technology.
3. Advertisers may utilise the "Server-Side Integration" method of tracking in addition to embedding (for auditing & optimisation purposes). Server-Side Integration automates the reporting of commissions to Creative Clicks. If you are approved to use Server-Side Integration, you agree to generate an HTTP / HTTPS request to Creative Clicks in accordance with the technical details and transfer requirements provided by Creative Clicks. The request shall be generated no later than one hour following the conversion.
4. Alternatively, at Creative Clicks sole discretion, Advertiser may use the Manual Data Transfer method of tracking in addition to embedding a script pixel (for auditing purposes) that automates the reporting of transactions to Creative Clicks. If You are approved to use Manual Data Transfer, You agree to make a daily report of data transactions to Creative Clicks in accordance with the formatting, security, and transfer requirements specified by Creative Clicks. In no event shall data be transferred later than three (3) Business Days after the transaction. Creative Clicks may, at its discretion, require You to utilise pixel tracking. Transactions reported through Manual Data Transfer shall be subject to the Chargeback procedures specified below.
5. Advertisement Serving; Tracking Code Maintenance. You agree to comply with Creative Clicks Tracking Code integration and maintenance requirements as notified to You by Creative Clicks from time to time. Your links and all advertisements contained in Your Links (the "Advertisement Content") must be in a Marketing-Service compatible format, as such a format may be established by Creative Clicks from time to time. If You have any non-standard formats, Creative Clicks should approve the adjusted solution in writing.
6. If the Tracking Code is not recording tracking data properly on the Marketing Service and You are receiving visitor traffic but transactions are not being recorded, or if You are using an alternative tracking method to pixel image tracking and You fail to timely comply with Your reporting obligations, Creative Clicks shall calculate Payments, and debit Your account for such Payments ("Estimated Payments") based upon an historical analysis of Your account as applied to an historical analysis of Your Publishers' promotion of You. If there is not enough performance data for your account to make such analyses, Creative Clicks shall calculate Estimated Payments based upon a performance average across the Marketing Service for all Advertisers for the period under review. The calculation in both cases will include the amount of traffic (impressions & clicks) that were sent to Advertiser.
7. Collection and Use of Transaction Data. Creative Clicks reserves the right to be able to utilise aggregate transaction data collected through the Marketing Service, which may include information about Your aggregate performance statistics, to analyse Marketing Service trends, monitor Marketing Service efficiencies, maintain the integrity of the Tracking code, promote Marketing Service capabilities and efficiencies, and promote Your Program capabilities and efficiencies to Publishers.

3. PAYMENT POLICY

1. In consideration for payment of the fees due according to this Section and compliance with this Agreement, Creative Clicks shall provide Advertiser with access to the Marketing Service. Creative Clicks payment rate is based on the payment rate included in Advertiser Program.
2. Campaign Results Approvals. Unless specifically agreed otherwise between Creative Clicks and Advertiser, campaigns are set by default on an automatic approval basis. Notwithstanding the aforesaid, Advertiser is entitled to reject Results on a daily basis or within five (5) Business Days (unless otherwise agreed between the Parties) from the end of the applicable month. Advertiser acknowledges that in the event Results are not timely rejected or denied, all Results are automatically validated by default and Advertiser irrevocably waives any claim with respect to such automatic validation.
3. Activity approval. Advertiser hereby agrees to the default setting to be "Automatic approval" and confirms that the statistics shown on Creative Clicks system are the sole source from which Creative Clicks will source the numbers to invoice Advertiser for a given month.
4. Payment terms.  The payment terms will be set at monthly net 7, unless specified otherwise in the applicable IO.
5. Advertiser must adhere to the Payment Terms set out above and in the applicable IO. Any failure to do so shall be considered a material breach of this Agreement and shall entitle Creative Clicks to interest at a rate of lesser of 2% per calendar month or the maximum permitted by law, plus all expenses of collection, including but not limited to, collection agency and legal costs. Failure to comply with the Payment Terms set out above and in the applicable IO shall entitle Creative Clicks to immediate termination or suspension of the Marketing Services, this Agreement and applicable IO. Once payment to a Publisher has been made it cannot be reversed. Publishers will be paid based upon the undisputed amounts accrued in their account.
6. Notwithstanding the dissolution, insolvency, bankruptcy, termination of Advertiser, merger, acquisition or any significant financial restructuring or reorganisation of Advertiser and its business, all payment obligations under this agreement, including outstanding payments, shall survive and remain enforceable against Advertiser and/or any and all successor entities, mother companies or natural and/or legal persons responsible for administering the aforementioned dissolution, insolvency, bankruptcy, termination of Advertiser, merger, acquisition or any significant financial restructuring or reorganisation of Advertiser and its business.

4. LIABILITY POLICY

1. Indemnification. Advertiser is solely responsible for any legal liability arising out of or relating to: 
   
   1. the content and other material on Advertiser Websites; and/or 
   2. any content or material to which users can link to through Advertiser Websites (other than through an advertisement supplied by Creative Clicks). 

Advertiser hereby agrees to indemnify, defend and hold Creative Clicks and its officers, directors, agents, Publishers and employees harmless from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings for (a) libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, Fraud, false advertising, misrepresentation, product liability or violation of any (privacy) law, statute, ordinance, rule or regulation throughout the world in connection with Advertiser Websites (except for advertisements supplied by Creative Clicks); or (b) arising out of any breach by Advertiser of any duty, representation or warranty under this Agreement and any other agreement with Creative Clicks; or (c) relating to a contaminated file, worm, virus, spyware, malware, adware, or Trojan horse originating from Advertiser Websites (other than through an advertisement supplied by Creative Clicks).

2. Damages. In no event shall Creative Clicks, or its officers, directors, agents, Publishers and employees be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising from the provision of services under this Agreement.
3. Warranty Disclaimer. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO  APPLICABLE LAW, CREATIVE CLICKS DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) ADVERTISABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT CREATIVE CLICKS'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEBSITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. CREATIVE CLICKS IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER'S WEBSITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEBSITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE MARKETING SERVICE.
4. Limitation of Liability. Neither Creative Clicks nor its users will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Creative Clicks or of the Internet; (b) delays in delivery and/or non-delivery of Creative Material, including, without limitation, difficulties with a customer, Creative Material, third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative Material. Advertisers are responsible for maintaining in all respects the availability of their websites and subsequent landing pages.
5. ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF ALL FEES PAID AND PAYABLE BY YOU TO CREATIVE CLICKS, AND INTEREST PAID AND PAYABLE BY YOU TO CREATIVE CLICKS, FOR THE THREE (3) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ROSE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CREATIVE CLICKS MORE THAN ONE (1) YEAR AFTER THE TERMINATION OF THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A PUBLISHER OR ADVERTISER OF THE MARKETING SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND WITHOUT DEROGATING FORM IN ANY OF THE ABOVE, CREATIVE CLICKS EXPRESSLY DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING THE CONTENT OF ITS PUBLISHER WEBSITES OR DIGITAL PLATFORMS. TO THE EXTENT A THIRD PARTY INFORMS CREATIVE CLICKS THAT ANYONE OF ITS PUBLISHERS IS VIOLATING A RIGHT OWNED BY THAT THIRD PARTY, CREATIVE CLICKS WILL EITHER: (1) REQUEST THAT THE PUBLISHER REMOVE THE AD AT ISSUE; OR (2) REQUEST THAT THE THIRD PARTY ADDRESS THE ALLEGED RIGHTS VIOLATION DIRECTLY WITH THE RELEVANT PUBLISHER, IF THAT PUBLISHER HAS A NOTICE AND TAKEDOWN PROCEDURE. EITHER OF THE ABOVE ACTIONS TAKEN BY CREATIVE CLICKS WILL BE DEEMED TO FULLY SATISFY OBLIGATIONS ON SUCH ISSUES.

5. REPRESENTATIONS AND WARRANTIES

1. Advertiser represents and warrants that: (1) it is the legitimate owner or is duly licensed to use the entire contents and subject matter contained in the Website and/or any Creative Material and that it has all appropriate authority and rights to use all trademarks, logos, service marks, trade names, and/or content displayed on its Website or otherwise used under this Agreement. Advertiser further represents and warrants that the Website and/or any Creative Material: (2) is free of any virus or other any other device that could impair or injure any person, entity, computer equipment or software; (3) does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, or trade disparagement; (4) does not contain any misrepresentations or content that is defamatory or violates any rights of privacy or publicity; (5) does not contain any child pornography or link to such content; (6) does not contain any link to software piracy; (7) does not contain or link to any form of illegal activity (e.g., how to build a bomb, hacking, etc.); (8) does not contain any gratuitous displays of violence, obscene or vulgar language, or abusive content or content which endorses or threatens physical harm; (9) does not contain any content promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.); (10) does not participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam). Advertiser also represents and warrants that: (11) Advertiser will comply with all laws and regulations that may apply to Internet advertising, and where this Agreement is subject to US Law, these shall include, but not be limited to, the Children's Online Privacy Protection Act, the Can-Spam Act, the Federal Trade Commission Act and the Digital Millennium Copyright Act; (12) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. 
2. Advertiser grants Creative Clicks and Publisher the right and license to transmit any creative Material to Publisher’s Website, and opt-in or opt-out emails, or in any other form of electronic advertising on the Internet. Advertiser shall provide Creative Clicks with 2 (two) Business Days' prior written notice of any change in the terms of any Advertiser Program, and any such change shall not be retroactive. Notices shall be sent to the Creative Clicks account representative.
3. Advertiser will protect the privacy and legal rights of individuals and comply with the EU General Data Protection Regulation 2016/679 (“GDPR”), and it must provide a legally adequate privacy notice on Advertiser Website or in the app metadata, as further detailed in Section 5 of this Agreement.
4. Advertiser shall ensure that all influencer collaborations comply with the EU Influencer Marketing Law, including mandatory labeling of paid promotions, disclosure of retouched or AI-generated content, and prohibition of promoting restricted products to minors.
5. Advertiser shall comply with Ad Standards Canada (“ASC") guidelines, regarding disclosure requirements for influencer marketing and restrictions on cosmetic and non-therapeutic claims.
6. ‍

6. DATA COLLECTION

1. Data Processor and Data Controller. When processing “Personal Data”, being any information relating to an End-User processed under this Agreement (as defined in the GDPR), Parties shall respect the obligations set out in this Agreement, the obligations set out in the applicable laws and regulations and the obligations as set out in the privacy notice of the respective Party. Creative Clicks acts solely as data processor (within the meaning of Article 4(8) of the GDPR) and/or as service provider (within the meaning of the California Consumer Privacy Act, as well as in the California Attorney General implementing regulations (collectively “CCPA”)) on behalf of Advertiser being the data controller (within the meaning of Article 4(7) of the GDPR), meaning Advertiser determines the purposes and means of the data processing and is ultimately responsible for compliance with all applicable laws and regulations for the protection of the personal data, including data subject’s consent. Said data processing is necessary to provide our services in accordance with the contractual obligations towards Advertiser and in accordance with the applicable data protection laws. Parties agree that the Personal Data will only be processed as far as is necessary according to the purposes and in order to fulfil the obligations as set out in this Agreement. Parties guarantee that the processing of Personal Data will be based on the basis of one of the legal grounds expressed in Article 6 of the GDPR. If Advertiser or its sub-contractors take care of the registration of the End-User, resulting in the End-User not being aware of the Privacy Notice of Creative Clicks, or if the End-User is not made aware of the Privacy Statement of Creative Clicks to any action of Advertiser, Advertiser will inform the End-User of the privacy notice of Creative Clicks.
2. Compliance with data protection and privacy laws. Creative Clicks requires that Advertiser shall at all times comply with any and all relevant data protection and privacy laws and regulations. 
3. As a condition to entering into this Agreement, Creative Clicks requires that if personal data is concerned, Advertiser and/or Publisher must comply with the GDPR requirements regarding consent. More specifically Advertiser and/or Publisher must have obtained consent* from data subjects for processing their Personal Data. Creative Clicks does not accept any liability in this respect. Furthermore, Advertiser and Publisher must comply with all applicable laws and regulations regarding data protection and privacy law.
   *For the avoidance of doubt; consent means any freely given, specific, informed and unambiguous indication of the data subjects wishes, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him, her, or them.
4. Advertiser shall comply with all applicable U.S. state privacy laws, including but not limited to the California Privacy Rights Act (“CPRA"), the Connecticut Data Privacy Act (“CTDPA"), and other state-level legislation. Advertiser shall provide mechanisms for data subject rights including access, deletion, and opt-out of targeted advertising. 
5. Personal Data. For the duration of the Agreement and for the purposes as listed above, Parties may transfer the types of Personal Data with each other as agreed upon between the Parties in writing. The End-Users of the Personal Data transferred between Parties are the visitors of the Websites of Publisher/Advertiser. Parties shall ensure that their privacy notices are in accordance with the GDPR and that End-Users are properly informed of the privacy notice of each Party.
6. Data Quality. Each Party must ensure that the Personal Data is accurate. Parties shall notify each other with undue delay if they become aware of inaccuracies in Personal Data.
7. Security. Each Party shall implement appropriate technical and organisational measures, including a written information security program that complies with applicable laws and regulations, designed to: (1) ensure and protect the security, integrity and confidentiality of the Personal Data and (2) protect against any unauthorised processing, loss, use, disclosure or acquisition of or access to any Personal Data.
8. Data Retention. Parties shall not retain or process Personal Data longer than is necessary to carry out the purposes and obligations as set out in the Agreement. Notwithstanding the previous sentence, Parties shall retain Personal Data in accordance with any statutory or professional retention period applicable in their respective countries and/or industry.
9. No Processing Outside of the EER. Parties shall not process Personal Data outside of the European Economic Area, unless such processing is compliant with applicable laws and regulations.
10. Data Breaches. Parties shall notify each other as soon as possible of any potential or actual loss of Personal Data and/or any breach of the technical and/or organisational measures taken (“Data Breach”, as further described in Article 32 GDPR), but, in any event, within 24 hours after identifying any potential or actual loss and/or breach. Parties shall provide each other with reasonable assistance as required to facilitate the handling of any Data Breach.
11. Resolutions of disputes and claims related to Personal Data. If an End-User or a Data Protection Authority brings a dispute or claim concerning the processing of Personal Data against a Party or both Parties, Parties shall inform each other about such disputes or claims and will cooperate with each other as far as permitted by the applicable laws and regulations.
12. Indemnity. Each Party indemnifies the other Party for any direct or indirect damages resulting from any breach of its obligations under the Agreement and/or applicable laws and regulations (including but not limited to the GDPR).

7. TERM AND TERMINATION

1. Term. This Agreement shall commence upon the Effective Date specified in applicable IO or upon the date of Your click-through acceptance or in the absence thereof upon the date of the last signature of the applicable IO. This Agreement shall be in effect on a per Program basis for twelve (12) months from the commencement as stipulated in this section ("Initial Term").‍
2. Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason, upon 30 (thirty) Calendar Days' prior written notice to the other Party. Either Party may terminate this Agreement if the other Party breaches this Agreement and fails to cure such breach within 2 (two) days of receiving a written notice from the non-breaching Party of the existence and nature of the breach. Notwithstanding the above, Creative Clicks may terminate this Agreement with immediate effect should You engage in illegal activity of any type or commit a material breach of this Agreement.
3. Renewal Terms. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional 1 (one) year terms although either Party may terminate this Agreement for Convenience. Notwithstanding the foregoing the Parties may conduct periodical review meetings and amend the commercial terms of this Agreement in accordance with the results of such meetings. Each such modification will be made and approved in writing by Creative Clicks and deemed to be an integral part of this Agreement.
4. Effect of Termination. Upon termination of this Agreement, You shall pay to Creative Clicks any outstanding debit balance within 10 (ten) days of the date of termination. In no event shall outstanding payments be made to Publishers unless and until Creative Clicks receives payment from You. Upon reconciliation of Your account, Creative Clicks shall pay You any outstanding credit balance after the conclusion of the last Chargeback period. Upon termination of this Agreement, any license or sublicense granted to You or by You under this Agreement will terminate, and the licensee/sub-licensee shall immediately destroy or delete all physical and electronic copies of the Confidential Information and cause all links to Creative Clicks to be removed. Creative Clicks shall (a) inform Your Publishers that Your Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of a temporary deactivation or suspension), (b) stop distributing links to Your Website, and (c) request or suggest, in circumstances of deactivation or suspension) that all links placed by Your Publishers to Your Website be removed from such Publishers' Websites and/or subscription e-mail. Upon termination of this Agreement, Advertiser shall remain liable for the payment of all outstanding invoices issued prior to the termination date, including any accrued but unpaid fees, costs, or charges incurred under the terms of this Agreement.
5. Survival. The provisions of this Section 7, Definitions, and Sections 3, 4, 5, 6, 7, 8, 9 shall survive the termination of this Agreement. This Section, 7.4. and other relevant Sections concerning chargeback shall survive termination for Chargebacks that occur post-termination, which shall be subject to the same terms and conditions as those that occur during the term of this Agreement.

8. GENERAL

1. Entire Agreement. This Agreement, including all attachments incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and existing understandings or agreements, whether made in writing or orally, in regard to the said subject matter. Sections specified in Section 7.5 of this Agreement remain in force after the expiration or early termination of this Agreement.
2. No Employment or Partnership. The relationship between the Parties to this Agreement shall be solely that of independent contractors. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the Parties and neither Creative Clicks nor Advertiser shall present itself as the agent of the other, other than as specified in this Agreement.
3. Force Majeure. Neither Party shall be liable to the other for delays or failures in performance for reasons beyond the reasonable control of that Party, including, but not limited to, force majeure, labor disputes or disturbances, terrorism, acts of nature and natural disasters, pandemics, material shortages or rationing, riots, acts of war, governmental regulations and orders, communication or utility failures, or casualties (“Force Majeure”). If a Force Majeure prevents a Party from fulfilling its obligations under this Agreement for a continuous period of 30 days, either Party may terminate this Agreement with immediate effect by providing written notice to the other Party.
4. No Waiver. Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver of any provision of this Agreement shall be effective only if made in writing and signed by both Parties.
5. Invalidity. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.
6. Interpretation. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Creative Clicks website Advertiser interface are explicitly incorporated into this Agreement.
7. Confidentiality. You or Creative Clicks may provide the other with information that is confidential and proprietary to that Party or a third party, which includes but is not limited to the terms of this Agreement and any and all applicable IOs, and as is designated by the Disclosing Party ("Confidential Information"). Either Party may be considered the Receiving or 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. Confidential Information shall not include information that is or becomes part of the public domain through no act or omission of the Receiving Party, or is lawfully received by the Receiving Party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the Receiving Party of any breach of fiduciary duty, or that the Receiving Party had in its possession prior to the date of this Agreement. You agree that Creative Clicks may provide Your basic Advertiser account detail to Publishers. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorised disclosure of Your password. You shall provide Creative Clicks with prompt notification to Creative Clicks client services help desk, and through written notification to Creative Clicks of any known or suspected unauthorised use of Your account or breach of the security of Your account.
8. Public Release. Creative Clicks and Advertiser shall have the right to reference each other and refer to each other’s work for, and in connection with, marketing and promotional purposes.
9. Modifications. Creative Clicks reserves the right to amend any condition of this Agreement at any time. Advertiser and Publishers are responsible for complying with any changes to this Agreement within ten (10) Business Days of the date of change. Creative Clicks will post any changes to this Agreement in Advertiser area of the Creative Clicks Website.
10. Privacy. Advertiser shall support Creative Clicks' commitment to protect the privacy of the online community by complying with the Creative Clicks Privacy Statement.
11. Non-Solicitation of Publishers. During the Initial Term of this Agreement and any Renewal Terms, and for three (3) months hereafter, You shall not knowingly solicit directly or through third party any Publisher accessed through the Marketing Services provided by Creative Clicks under this Agreement, and You shall not encourage any such Publisher to transfer. In the event that you do directly solicit or cause a Publisher to be transferred, You shall pay Creative Clicks the amount that Creative Clicks would have otherwise earned had You not violated this provision.
12. Authority to Enter into Agreement. By executing this Agreement, Advertiser warrants that Advertiser (or Authorised Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot enter into this binding Agreement.
13. Notices. Except as provided elsewhere herein, both Parties must send all official notices relating to this Agreement in writing via overnight mail or facsimile: 
    • to Creative Clicks at Weteringschans 109, Amsterdam 1017 SB, the Netherlands; and 
    • for Advertiser, at the address listed on Your account. Notices shall be effective upon a facsimile confirmation, the notified Party's actual receipt (or refusal to accept receipt, if applicable), or five (5) days after the date of mailing. Unofficial notices, termination notices, and other daily operational notices may be sent electronically via email.
14. Notice in case of dissolution: Advertiser agrees to notify Creative Clicks in writing within ten (10) Calendar Days of any decision to dissolve, file for bankruptcy, or undertake significant financial restructuring. Creative Clicks reserves the right to terminate this Agreement and the applicable IO with immediate effect following the notification. Failure to provide such notice will be considered a material breach of this agreement, resulting in the immediate acceleration of all outstanding payments, making them immediately due and payable in full. Creative Clicks is entitled to pursue legal action to recover any outstanding amounts and associated costs due to this breach.
15. You acknowledge and accept that this Agreement, as may be amended from time to time, will govern Your participation in any and all services which may be provided to You by Creative Clicks. Unless expressly agreed otherwise in writing, the terms and conditions set forth herein shall automatically apply without any additional acknowledgment or acceptance procedures by You to all services provided to You by Creative Clicks, including without limitation all future insertion orders or other service agreements entered into between you and Creative Clicks in connection with additional programs and/or modifications to existing programs, including rate updates and payment terms modifications, on any media types in any and all jurisdictions.

9. GOVERNING LAW

If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved via negotiations, such dispute shall be solely and finally settled as follows:

5. US Residents. Disputes with US residents shall be governed by and be construed exclusively according to the laws of the State of New York, without regard to the conflict of laws provisions thereto. Without derogating from the Creative Clicks right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within 30 days, shall be exclusively resolved by the competent court of the State of New York, United States of America.EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS THEY CONTEMPLATE.
6. EU Residents. Disputes with EU residents shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Creative Clicks right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within 30 days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands.
7. All other Jurisdictions. Disputes with residents outside of the EU or US shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Creative Clicks right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within 30 days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands.

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THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CREATIVE CLICKS. BY SIGNING UP TO THE MARKETING SERVICE YOU AGREE THAT YOU HAVE AN UNDERSTANDING OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CANNOT PARTICIPATE IN THE SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

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