These Terms and Conditions for Publishers together with designated Special Terms and Conditions for specific service (the “Designated Service Terms”) and/or the Insertion Order (“IO”)(together this “Agreement“), to the extent applicable, entered into by and between Creative Clicks B.V. and/or any of its affiliated companies as per the applicable service (“Creative Clicks”)  govern use by and the publisher listed therein (“Publisher”) with respect to the relevant service being provided by Creative Clicks.

Hereinafter individually referred to as “Party” or jointly as “Parties”.

Publisher acknowledges that (i) taking any step to order or to request the Creative Clicks Service, or to otherwise use the Creative Clicks Service or (ii) clicking “I agree to the terms and conditions” box or the like, shall be deemed as acceptance and agreement to the Terms and Conditions set forth herein.

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

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

1.        DEFINITIONS

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

1.1. “CreativeClicks Service” means the digital media services provided by Creative Clicks in connection with distributing and/or promoting and/or displaying the Ads or as otherwise agreed by the Parties in connection with the fulfillment of Action(s) determined by Advertiser.

1.2. “Action(s)” means the fulfillment of certain predefined actions by End Users in connection with the Ads.

1.3. “Ad” or “Advertisement” means text-based, graphical, interactive, rich media and video, or other digital advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements.

1.4. “Advertiser” means the person or entity providing Advertisement and duly and contractually registered as the advertiser of such Ads.

1.5. “AI system” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

1.6. “Chargeback(s)” means that an Advertiser or Creative Clicks may apply a debit to Publisher’s account in circumstances of (i) duplicate entry or other clear error; (ii) non-bona fide Actions; (iii) non receipt of payment from, or refund of payment to an End-User by Advertiser; or (iv) Publisher’s failure to comply with any Creative Clicks Service terms or other applicable restrictions.

1.7. “Collected Data” means all End-User and other information gathered by the use of Creative Clicks Service in combination with the placement and/or use of the Ad on a Site.

1.8. “Confidential Information” means any information, data, documents, files, records, trade secrets, know-how, processes, or other materials, whether written, oral, electronic, or in any other form, that is disclosed, exchanged, or shared by the Disclosing Party to the Receiving Party. This includes, but is not limited to, information about the Disclosing Party's business operations, strategies, customers, end-users, suppliers, financial data, marketing plans, technical designs, or other proprietary or sensitive information. Confidential Information also encompasses any information explicitly marked or identified as confidential, or which, by its nature, should reasonably be understood to be confidential, whether disclosed directly or indirectly.

1.9. “CreativeClicks Service” means the digital media services provided by Creative Clicks in connection with distributing and/or promoting and/or displaying the Ads or as otherwise agreed by the Parties in connection with the fulfillment of Action(s) determined by Advertiser.

1.10.                     “End-User(s)” means the users of a Publisher Website and also the identified or identifiable natural persons to whom the Personal Data relates.

1.11.                     “Fees” means the fees indicated in the associated IO or the Designated Service Terms.

1.12.                     “Intellectual Property Rights”  means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, database rights, design rights and all other intellectual property rights and associated goodwill whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which maysubsist anywhere in the world.

1.13.                     “Network” means Company’s proprietary platform, system and related tools that enable an Advertiser to purchase inventory and make the Ads available for distribution and/or promotion through the Network. At the same time, the Network allows Publisher to receive, download and make available Ads for presentation to its End-Users on Publisher Websites.

1.14.                     “Publisher Website” or “Site” means a web and/or mobile and/or other agreed digital site used by Publisher in connection with relevant Ads and/or Creative Clicks Service.

2.     USE OF NETWORK

2.1.  Use of Network. Publisher agrees to use, and Creative Clicks agrees to make available, the Network during the term in order to receive, download and make available Ads from Advertiser to Publisher for use on Publisher Websites according to the terms and conditions of this Agreement and/or any additional limitations or restrictions provided in connection with the relevant Ads. Publisher will be solely responsible for the marketing and distribution activities used by it in connection with the distributing and/or displaying the Ads, and for any costs or expenses connected therewith.

2.2. License Grant . Subject to the terms and conditions of the Agreement, Creative Clicks hereby grants to Publisher a limited, revocable, non-exclusive, non-assignable ,non-transferable, non-sub-licensable, license to use the Ads solely for the limited purpose of providing the Creative Clicks Service (the “License”).The License will immediately and automatically terminate if Publisher does not comply with any of its obligations hereunder. All rights, which are not expressly granted herein, are reserved by Creative Clicks. Publisher may not make any use of the Ads in whole or in part in any manner not expressly permitted by the Agreement.

2.3. Availability of Network. Publisher understands and agrees that from time to time the Network may be inaccessible, unavailable or inoperable for any reason, including, without limitation:

                                           i.        equipment malfunctions;

                                         ii.        periodic maintenance procedures or repairs which Creative Clicks may undertake from time to time; or

                                       iii.        causes beyond the control of Creative Clicks or which are not reasonably or digital foreseeable by Creative Clicks, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, theunavailability, operation, or inaccessibility of Sites or interfaces, Networkcongestion or other failures.

2.4. PublisherSite Requirements. Publisher acknowledges that each Publisher Websites must meet the following criteria:

                                           i.        Publisher Website is permanently available to End-Users and meets industry standard technical and graphical expectations;

                                         ii.        Publisher either owns or is entitled to use the content displayed on all URLs on which the Ad is made available to End-Users;

                                       iii.        Publisher Website does not violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, criminal laws, spamming, privacy, obscenity, or defamation.

                                        iv.         Publisher agrees that Publisher will not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party;

                                         v.        Publisher Website does not contain content that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;

                                        vi.        Publisher Website does not produce or contain adult content;

                                      vii.        the content of Publisher Website does not and will not infringe any IntellectualProperty Rights or other proprietary rights;

                                    viii.        Publisher does not engage in, promote or knowingly facilitate activities such aspirating, hacking or any other activities which are illegal; and

                                        ix.        Publisher operates and maintains an efficient “notice-and-take-down” mechanism and policy that complies with applicable law in respect of unlawful activity or content contributed to Publisher Website without Publisher’s knowledge or awareness of its unlawfulness; Publisher Websites shall comply with the European Accessibility Act ("EAA"), which requires all digital content to be accessible, with the Web Content Accessibility Guidelines ("WCAG").

                                          x.        Publisheragrees that if it uses the Network to use the Creative Clicks Service,Publisher will protect the privacy and legal rights of individuals and complywith the General Data Protection Regulation ("GDPR"), and itmust provide a legally adequate privacy notice on Publisher Website or in theapp metadata, as further detailed in Section 4.2 below.

2.5. NoModification of Ad. Unlessexpressly permitted otherwise, Publisher will not edit or modify the Ad in anyway, including without limitation resizing, altering, and changing the Ad.Publisher will display the Ads in accordance with all applicablespecifications, limitation and restrictions. Creative Clicks may change orrevise the content that is posted in the Network at any time, in its solediscretion, and Publisher agrees to use only the most recent version of thecontent that is posted on the Network.

2.6. Fraudand Deception. AlthoughCreative Clicks has no obligation to monitor your use of the Creative ClicksServices, Creative Clicks reserves the right to and may perform audits of youruse of the Creative Clicks Services. Publishers that commit fraudulentactivities will not be entitled to any compensation. Additionally, CreativeClicks reserves the right to disclose details relating the fraudulent Actions,including the identity of the violating Publisher without further notice. Allproceeds from accounts with fraudulent activity will have to be refunded toAdvertisers. The aforesaid audit rights will not be deemed to impose anyobligations upon Creative Clicks to monitor and/or audit your use of theCreative Clicks Services. Fraudulent Actions shall be defined as Actions generatedor enhanced through depictive or misleading practice, method or technologyincluding, but not limited to, the use of any spyware, adware, device, program,robot, Iframes, hidden frames, redirects, spiders, computer script or otherautomated, artificial or fraudulent methods designed to appear like anindividual, real live person.

2.7. Use inAccordance with Applicable Law. Publisher acknowledges that all marketing activities performed pursuantto this Agreement are in compliance with all applicable international, federal,and state laws, rules and regulations including, but not limited to the CAN-SPAM Act of 2003, as amended from time to time (“CANSPAM”), Canada’sAnti-Spam Legislation, as amended from time to time (“CASL”), theFederal Trade Commission Act, the Federal Communications Act, the TelephoneConsumer Protection Act, as amended from time to time (“TCPA”), and the ChildrenOnline Privacy Protection Act, as amended from time to time (“COPPA”)and the GDPR. . If Publisher is found to be in violation of any applicable law,Publisher may be immediately suspended from the Network and this Agreement maybe terminated without notice to Publisher.

2.8. Use ofAI systems. If Publisher usesAI systems in Offers or Ads, then Publisher shall comply with applicable AIlegislation, including the EU AI Act, and relevant U.S. state-level laws.Publisher must ensure transparency, safety, and lawful use of AI systems, andprovide clear disclosures to End-Users.

3.      TRACKING CODE AND REPORTING

3.1. All Ads includea special transaction-tracking pixel (“Tracking Pixel”) to measure theActions, which shall apply unless expressly agreed otherwise. Publisherundertakes not to disable, circumvent, modify or otherwise interfere with theTracking Pixel. In the event that the Tracking Pixel is not correctlyfunctioning or adjusted, Publisher agrees that Creative Clicks may utilize ahistorical analysis of Publisher promotion of Advertiser in order to determinean equitable amount of estimated Payouts.

3.2. CreativeClicks shall provide Publisher with access to tracking and reporting tools.Tracking details may not be available on a real-time basis for all Advertisers,and there may be reporting delays regarding certain Actions or Creative ClicksServices and/or Advertisers.

4.        DATA COLLECTION

4.1.  Collected Data. Creative Clicks owns all Collected Data,including, but not limited to, aggregated non-personally identifiable data,gathered by or through the use of the Creative Clicks Service and/or any or allreports, results, and/or information created, compiled, analysed and/or derivedby Creative Clicks from such data. The Publisher agrees that Creative Clicksshall be permitted to collect data for the purposes of using this informationfor enhancing the efficiency of the Creative Clicks Service. All Collected Datashall be deemed Creative Clicks’ Confidential Information. Any use of suchCollected Data by Publisher shall be only as expressly permitted in thisAgreement and in strict compliance with Creative Clicks’ Privacy Policy, whichis available at [linkto privacy policy][AC1]   Publisheracknowledges that all personal information provided to Creative Clicks has beencollected in compliance with the GDPR, with the relevant individual’s consent,and that you have informed the individual of the purpose for which thatinformation was collected, and that you may provide this information to us forthe purposes of use in relation to the Creative Clicks Services.

4.2.  Advertiser must comply with any and all dataprotection policies applicable, and that Advertiser will take all liability forany damages that are directly or indirectly caused due to theiractions/inactions.

4.3.  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 theCalifornia Attorney General implementing regulations (collectively “CCPA”) onbehalf of the other partybeing the data controller (within the meaning of Article 4(7) of the GDPR),meaning the other partydetermines the purposes and means of the data processing and is ultimatelyresponsible for compliance with all applicable laws and regulations for theprotection of the personal data, including data subject’s consent. Said dataprocessing is necessary to provide services in accordance with the contractualobligations and in accordance with the applicable data protection laws.

4.4. End-Userprivacy notice. 

4.4.1. CreativeClicks requires that Publishers using the Network include a legally adequateprivacy notice on Publisher Websites or in the app metadata addressed toindividuals about the collection, use and protection of personal data by thirdparties. Such privacy notice should include, without limitation: (a) adescription of the type of personal data that is being collected and its use;(b) an explanation of how, and the purpose for which, such personal data willbe used or transferred to third parties; (c) the intended recipients of thatpersonal data, the individual’s right to obtain access to that personal data,Creative Clicks’ identity and how to contact Creative Clicks; (d) clear andcomplete information to individuals regarding the collection of their personaldata, use, disclosure and retention of user or device data, including, but notlimited to, information on the rights of individuals (the right to be informed,the right of access, the right to rectification, he right to erasure, the rightto restrict processing, the right to data portability, the right to object toprocessing and the right to automated decision making and profiling), whereapplicable, as further described under Chapter III of the GDPR; and (e) a linkto an appropriate opt-out mechanism, to the extent required.

4.4.2. CreativeClicks also requires that – as a condition of these Terms, if personal data inthe sense of the GDPR is concerned Publisher must comply with the GDPRrequirements regarding consent; more specifically Publisher must have obtainedconsent* from the data subjects for processing their personal data. CreativeClicks does not accept any liability in this respect.*For the avoidance ofdoubt; consent means any freely given, specific, informed and unambiguousindication of the data subjects wishes, by a statement or by a clearaffirmative action, signifies agreement to the processing of personal datarelating to him or her.

4.4.3. Publishershall comply with the California Privacy Rights Act (“CPRA”), includingtransparency on data use, opt-out mechanisms and lawful basis for processing.

For privacy-related inquiries or data subject requests, please contact: dpo@creativeclicks.comand legal@creativeclicks.com

4.5. SeparateControllership. Whenprocessing “Personal Data”, being any information relating to an End-userprocessed under this Agreement (as defined in the GDPR), Parties shall respectthe obligations set out in this Agreement, the obligations set out in theapplicable laws and regulations and the obligations as set out in the privacynotice of the respective Party.

4.5.1. Partiesare considered separate controllers with each Party being able to determine thepurpose and means of processing the Personal Data held under its control inaccordance with its privacy notice.

4.5.2. Withrespect to the separate controllership of Parties and without the intention ofentering into a joint-controllership as defined in article 26 GDPR, thisprovision sets out the framework for the sharing of Personal Data between theParties and defines the principles and procedures that the Parties shall adhereto and the responsibilities the Parties owe to each other.

4.5.3. Partiesagree that the shared Personal Data will only be processed as far as isnecessary according to the purposes and in order to fulfil the obligations asset out in this Agreement.

4.5.4. Partiesguarantee that the processing of Personal Data will be based on the basis ofone of the legal grounds expressed in article 6 of the GDPR.

4.5.5. IfPublisher or its sub-contractors takes care of the registration of theEnd-User, resulting in the End-User not being aware of the privacy notice ofCreative Clicks, or if the End-User is not made aware of the Privacy Policy ofCreative Clicks to any action of Publisher, Publisher will inform the End-Userof the privacy notice of Creative Clicks.

4.6. SharedPersonal Data. For theduration of the Agreement and for the purposes as listed above, Parties mayshare the following (types of) Personal Data with each other: email addressesand any other Personal Data that Parties agree to share in writing.

4.6.1. TheEnd-Users of the Personal Data shared between Parties are the visitors of theWebsites of Publisher/Advertiser.

4.6.2. Partiesensure that their privacy notices are in accordance with the GDPR, and thatEnd-Users are properly informed of the privacy notice of each Party.

4.7. DataQuality

4.7.1. Each Partyensures that the shared Personal Data is accurate.

4.7.2. Partieswill notify each other with undue delay if they become aware of inaccuracies inshared Personal Data.

4.8. Security

4.8.1. Each Partyshall implement appropriate technical and organizational measures, including awritten information security program that complies with applicable laws andregulations, designed to:

                                           i.        ensure andprotect the security, integrity and confidentiality of the shared PersonalData;

                                         ii.        protectagainst any unauthorized processing, loss, use, disclosure or acquisition of oraccess to any Personal Data.

4.9. Dataretention

4.9.1. Partiesshall not retain, or process shared Personal Data for longer than 12 monthsunless required by law or justified by legitimate business purposes, inaccordance with applicable retention regulations.

4.9.2. Notwithstandingthe previous sentence, Parties shall retain shared Personal Data in accordancewith any statutory or professional retention period applicable in theirrespective countries and/or industry.

4.10.                     Noprocessing outside of the EER

4.10.1.              Partieswill not process shared Personal Data outside of the European Economic Area,unless such processing is compliant with applicable laws and regulations.

4.11.                     Databreaches

4.11.1.              Partieswill notify each other as soon as possible of any potential or actual loss ofshared Personal Data and/or any breach of the technical and/or organizationalmeasures taken (“Data Breach”, as further described in Article 32 GDPR),but, in any event, within 24 hours after identifying any potential or actualloss and/or breach.

4.11.2.              Partieswill provide each other with reasonable assistance as required to facilitatethe handling of any Data Breach.

4.11.3.              Resolutionsof disputes and claims related to Personal Data If an End-User or a DataProtection Authority bring a dispute or claim concerning the processing ofshared Personal Data against a Party or both Parties, Parties will inform eachother about such disputes or claims and will cooperate with each other as faras permitted by the applicable laws and regulations.

4.12.                     Indemnity

4.12.1.              Each Partyindemnifies the other Party for any direct or indirect damages resulting fromany breach of its obligations under the Agreement and/or applicable laws andregulations (including but not limited to the GDPR).

5.     PUBLISHER PAYMENTS

6.      Fees.Unless specified otherwise in the DesignatedService Terms or IO, Creative Clicks will pay Publisher the Fees according tothe agreed payout rates under the applicable Ad program with a default payoutrate equal to the applicable public payout rate listed within the Network (the“Payout”). Payment will be made on a net 30 automatic basis based on thelegitimate Actions listed in the Network (the “Payment Metrics”). Unless Publisher disputes in writing the PaymentMetrics within two days as of the end of the relevant cycle, Creative Clickswill issue an invoice and pay the Fees within 3 days of the end of the relevantcycle.

7.      PaymentMethod. The Publisher may select toreceive payment in any of the currencies that Creative Clicks supports. Thecurrency exchange rates shall be determined in accordance with the “Oanda FXchange” continuous trading system. Creative Clicks shall determine theconversion rates based upon its operating standards according to the prevailingrates on the date of payment, or upon the basis of historical conversion ratesif rates are unavailable. The Fees and debits for Chargebacks, and conversioncosts, as calculated by Creative Clicks, shall be final and binding onPublisher. Should it be required to pay transactions fees, such fees shall becovered by Publisher and deducted by Creative Clicks Market from eachapplicable payment.

8.      Calculations. Creative Clicks will be the sole arbiter indetermining the number of impressions, clicks, actions, or other applicable metrics,delivered, shown, produced, clicked on, or viewed unless otherwise indicated inPurchase Order. Creative Clicks will be solely responsible for determining Feesto Publishers hereunder based on its Payment Metrics, which are final andbinding.

9.      Minimum payments are as follows:

(i) if using PayPal –US$500.00;

(ii) if using wire transfer –US$1.000.00;

            (iii) if using Payoneer– US$500.00;

(iv) Accrued and unpaid Payoutswill not incur any interest.

10.   TERM; TERMINATION

11. Term; Termination. TheAgreement is deemed effective upon the earlier of: (i) when subsequentlyaccepted by the signature of an authorized employee or agent of CreativeClicks; or (ii) when Publisher commences to use any of the Creative ClicksServices. The term of the Agreement shall continue until the Creative ClicksService is fully provided. Either Party may terminate the Agreement for anyreason upon two (2) business days prior written notice. For purposes of thisSection 6, notice may be sent by email to the Party’s account representativespecified in the IO (or to such other account representative that a Party mayspecify in writing from time to time), and shall be effective one (1) businessday after it is sent.

12. Suspensionby Creative Clicks. Creative Clicks maysuspend this Agreement and Publisher’s access to and use of the Network withoutnotice (a) if Publisher permanently fails to provide necessary technicalimplementation of Ads received, downloaded and made available on its PublisherWebsite; or (b) repeatedly fails to take appropriate and efficient measures toensure certain editorial quality of its Publisher Website and avoid misuse ofcontent included in or represented by Ads; or (c) upon Creative Clicks’reasonable belief that Publisher has breached any of its representations,warranties or covenants set forth herein.

13. CreditRisk. Publisher acknowledges that it isaware that Creative Clicks has a risk management policy relating to theCreative Clicks Services it provides, including as a result of loss and/or dueto non-performance by counterparties of their contractual obligations or lackof credit worthiness. Creative Clicks monitors its exposure to thesecounterparties primarily by reviewing credit ratings, financial statements andpayment history and reserves the right to introduce or take certainprecautionary steps or require certain securities in order to reduce its risk.

14. Survival.  Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13and 14 shall survive termination or expiration of this Agreement for anyreason.

15.   REPRESENTATIONS

16. Mutual. Each Party represents and warrants that it has thefull right, power, legal capacity and authority to enter into, deliver andfully perform under the Agreement and that its performance hereunder will fullycomply with all applicable laws, rules and regulations.

17. Publisher’sRepresentations, Warranties and Covenants. Publisherfurther represents, warrants and covenants that (a) Publisher Websites meet therequirements according to Section 4 of this Agreement and further, (b)Publisher has read and will comply with Creative Clicks’ Privacy Policy thatcan be found on the Creative Clicks Website [link to Privacy Policy][GC2] ; (c) Publisher’s use of the Network will complywith all applicable laws (including that Publisher’s collection, use andstorage of data in connection with or resulting from its use of the Networkshall comply with all applicable privacy laws); (d) neither Publisher nor itsEnd-User will claim own rights to the Ad; (e) Publisher will only display anddistribute the Ad “as is” without illegitimately editing or modifying it and(f) Publisher will immediately and in any case remove Ads and cease to grant itsEnd-Users access to the respective Ad in case such Ads infringe third party’sIntellectual Property Rights or are unlawful or in violation of applicablecontent standards. In this case Publisher may not refuse cooperation for anyreason.

18. SeparateAgreement. Publisher further represents andwarrants that each Designated Service Terms and IO constitutes a separateagreement only with the relevant entity detailed therein and in no event willAdvertiser have any legal relations with any other Creative Clicks entity inconnection with the services provided pursuant to the relevant IO.

19. Disclaimer. USE OF THE SERVICES AND ANY RELIANCE BY PUBLISHERUPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE ORRELIANCE, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW,CREATIVE CLICKS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,ACCURATE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THATMAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” ANDTO THE EXTENT PERMITTED BY LAW CREATIVE CLICKS DISCLAIMS ALL WARRANTIES, EXPRESSOR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

20.   LIMITATIONS OF LIABILITY

21. NoConsequential Damages. SUBJECT TO SECTION 11,NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING FOR THEINDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT.

22. Limitationof Liability . IN NO EVENT SHALL CREATIVECLICKS’ LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT (WHEN AGGREGATED WITH CREATIVE CLICKS’ LIABILITY FOR ALL OTHER CLAIMSARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED THE TOTAL AMOUNTPAID BY CREATIVE CLICKS. TO PUBLISHER UNDER THIS AGREEMENT DURING THE THREE (3)MONTH PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE. YOU AGREE THATREGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTIONARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEARAFTER WHICH IT WILL FOREVER EXPIRE.

23. Allocationof Risk. The Parties agree that thelimitations made in this Section 8 reflect a reasonable allocation of risk andare a material condition to entering into these Agreement.

24.   INDEMNIFICATION

25. Publisher shall indemnify, defend and hold harmlessCreative Clicks and its directors, officers, employees and agents and its andtheir respective successors, heirs and assigns (collectively, the “CreativeClicks Parties”) against any liability,damage, loss or expense (including reasonable attorneys’ fees and expenses oflitigation) (collectively, “Losses“)incurred by or imposed upon the Creative Clicks Parties or any one of them inconnection with any third-party claim, suit, action, demand or judgment (“Claims“)

26.         alleging anyfact, which, if true, would constitute a breach by Publisher of Section 7,

27.         any third partyallegation or claim against Creative Clicks relating to a violation of any Lawsor Regulations, or

28.         Publisher’s useof the Network other than as permitted herein; provided, however, that in anysuch case Creative Clicks will

                                           i.        providePublisher with prompt notice of any such claim (provided that the failure toprovide prompt notice shall only relieve Publisher of its obligation to theextent it is materially prejudiced by such failure and can demonstrate suchprejudice);

                                         ii.        permitPublisher to assume and control the defense of such action upon Publisher’swritten notice to Creative Clicks of Publisher’s intention to indemnify; and

                                       iii.        uponPublisher’s written request, and at no expense to Creative Clicks or itsaffiliates, provide to Publisher all available information and assistancereasonably necessary for Publisher to defend such claim. Publisher will notenter into any settlement or compromise of any such claim, which settlement orcompromise would result in any liability to any Creative Clicks Party, withoutCreative Clicks’ prior written consent, which will not unreasonably be withheldor delayed.

29.   CONFIDENTIALITY

30. Each Party (“Receiving Party“) understands that the other Party (“DisclosingParty“) may disclose information of aconfidential nature including, without limitation, product information, data,pricing, financial information, End-User information, software, specifications,research and development and proprietary algorithms or other materials that isdisclosed in a manner in which the Disclosing Party reasonably communicated, orthe Receiving Party should reasonably have understood under the circumstancesthat the disclosure should be treated as confidential, whether or not thespecific designation “confidential” or any similar designation is used (“ConfidentialInformation"). The Receiving Party agrees, for itself and itsagents and employees, that it will not publish, disclose or otherwise divulgeor use for its own purposes any Confidential Information of the DisclosingParty furnished to it by such Disclosing Party without the prior writtenapproval of the Disclosing Party in each instance. The Parties agree that if disclosureis made to their professional advisors, auditors or bankers this shall be donesubject to each Party procuring each such recipient’s agreement to keep suchinformation confidential to the same extent as if such recipient were party tothis Agreement. The foregoing obligations shall not extend to any informationto the extent that the Receiving Party can demonstrate that such information(i) was at the time of disclosure or, to the extent that such informationthereafter becomes through no fault of the Receiving Party, a part of thepublic domain by publication or otherwise; (ii) was already properly andlawfully in the Receiving Party’s possession at the time it was received by theReceiving Party free from any obligation of confidentiality, (iii) was or islawfully received by the Receiving Party from a third party who was under noobligation of confidentiality to the Disclosing Party with respect thereto, or(iv) is independently developed by the Receiving Party or its independentcontractors who did not have access to the Disclosing Party’s ConfidentialInformation or (vi) express written consent has been given prior to disclosure.In the event that the Receiving Party is required to disclose ConfidentialInformation in accordance with judicial or regulatory or governmental order orrequirement, or any tax authority to which that Party is subject or submits,wherever situated, whether or not the requirement for information has the forceof law the Receiving Party shall promptly notify the Disclosing Party in orderto allow such Party to contest the order or requirement or seek confidentialtreatment for such information. Upon termination or expiration of thisAgreement, upon the request of a Disclosing Party, the Receiving Party agreesto return to the other all of such other Party’s Confidential Information thatis reduced to one or more writing, drawing, schematic, tape, disk or other formof documentation, or to certify to the Disclosing Party in writing that allsuch material has been destroyed, however, destruction is only permitted afterDisclosing Party’s prior approval.

31.   PROPRIETARY RIGHTS

32. Subject to express permission from Creative Clicks,nothing in this Agreement gives Publisher a right to use any of CreativeClicks’ trade names, trademarks, service marks, logos, domain names, and otherdistinctive brand features. If Publisher has been given express permission touse any of these brand features in a separate written agreement with CreativeClicks, the use of such features shall be in accordance with that agreement andany applicable provisions. Subject to express authorization in writing byCreative Clicks, Publisher agrees it will not use any trade mark, service mark,trade name, logo of any company or organization in a way that is likely orintended to cause confusion about the owner or authorized user of such marks,names or logos. Publisher agrees Creative Clicks shall be permitted at nocharge to disclose to Advertisers the fact that such Advertisers’Advertisements have been, are being or will be displayed on Publisher WebSites. This disclosure may comprise the inclusion of Publisher’s URL inCreative Clicks’ site lists and the inclusion of Publisher’s logo in Yepmarketing materials.

33.   GENERAL TERMS

34. GoverningLaw and Dispute Resolution. If anydispute arises in connection out of the existence, validity, construction,performance and termination of this Agreement which cannot be amicablyresolved, such dispute shall be solely and finally settled as follows:

35.         Disputes withPublishers shall be governed by and be construed according to the laws of theNetherlands, without reference to conflict of laws principles shall beexclusively resolved in the competent court of Amsterdam the Netherlands. Tothe extent permitted by law, all legal proceedings shall be conducted inEnglish.

36. Assignment. Neither Party may assign or transfer any rights ordelegate any duties under the Agreement without the other Party’s prior writtenconsent, except that Creative Clicks may assign or transfer the Agreement inconnection with a sale or transfer of all or substantially all of CreativeClicks’ assets, shares or business by sale, merger, consolidation or similartransaction. Any purported assignment of transfer in violation of this Sectionshall be void. Subject to the foregoing restrictions, the Agreement will bindand benefit the Parties and their successors and permitted assigns.

37. Waiver. No failure or delay on the part of either Party inexercising any right or remedy under the Agreement will operate as a waiver,nor will any single or partial exercise of any such right or remedy precludeany exercise of any other right or remedy.

38. Amendmentsand Revisions. Creative Clicks reservesthe right to change, modify or amend this Agreement, in whole or in part, byposting a revised Agreement. Publisher’s continued use of the applicableCreative Clicks Service after the effective date of the aforementioned change shallconstitute acceptance of the revised Agreement.

39. IndependentContractor. Each Party is an independentcontractor with respect to the other Party hereunder. The Agreement shall notbe construed to: (i) create any employment, partnership, joint venture,franchise, or agency relationship between the Parties; or (ii) authorize anythird party to enter into any commitment or agreement binding on the otherParty.

40. ForceMajeure. No Party shall be liable underthe Agreement for (or deemed in breach of the Agreement by reason of) anyfailure, delay or interruption in performing any term or condition of theAgreement (except obligations to pay money) due to cause(s) entirely beyond thecontrol of such Party; subject however to the condition that such Party givesthe other Party written notice thereof promptly and, in any event, withinthirty (30) days following discovery thereof and takes immediate action to curesuch cause. In the event of any such cause, the time for performance shall beextended for a period equal to the duration of such cause.

41. Enforceability. If any portion of the Agreement is determined to beor becomes unenforceable or illegal, then such portion shall be reformed oreliminated to the minimum extent necessary for the Agreement to be enforceableand legal, and the Agreement shall remain in effect in accordance with itsprovisions as modified by such reformation or elimination.

42. Order ofPrecedence. In case of any expressinconsistency between the rights and obligations of Publisher in these Termsand the IO and/or the Designated Service Terms, the order of precedence shallbe as follows: (i) the IO; (ii) the Designated Service Terms; (iii) these Terms,provided that under no circumstances shall Company’s liability or obligationsexceed those which are expressly set out in this Agreement.

43. Notices. Unless stated otherwise herein, all notices,requests, consents, and other communications under this Agreement will be inwriting, and will be delivered by hand or sent by reputable overnight courierservice or electronic facsimile transmission (with a copy sent by first classmail, postage prepaid) or mailed by first class certified or registered mail,return receipt requested, postage prepaid, if to Creative Clicks or toPublisher, at the address indicated in the associated IO, or such otheraddresses as each Party specifies to the other Party in writing by notice givenin accordance with this Section. Notices provided in accordance with thisSection will be deemed delivered: (a) immediately if personally delivered orsent by electronic transmission accompanied by a successful delivery notice; or(b) if sent by overnight courier service, 24 hours after deposit with suchcourier service; or (c) if sent by certified or registered mail, return receiptrequested, 48 hours after deposit in the mail.

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