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The terms and conditions set forth herein (hereinafter the “Terms & Conditions” or “Agreement”) shall apply on the relationship between Adatha Media PVT Ltd including its affiliates (“Adatha”) and the publisher enrolling/using to Adatha s’ Services (the “Publisher”) regarding the use of Adatha’ Service (as defined below). Adatha and Publisher are sometimes collectively referred to in this Agreement as the “Parties”.

1. Definitions

1.1. “Advertisement” shall mean an advertisement and/or interactive advertisement that contains certain advertising content.

1.2. “Confidential Information” means all non-public information whether disclosed orally, in writing or in any other manner, in any form and in any media, including without limitation, any and all financial, technical, business information relating to the either party, information related to clients, methods, ideas, concepts, software, trade secrets or other intellectual property rights, formulations, data, know how, designs, inventions, discoveries, processes and any sales, financial, contractual and marketing information and any information of a confidential nature concerning products or services of the parties.

1.3. “Intellectual Property Rights” shall mean, any and all intellectual property rights, whether registrable or not, in any jurisdiction worldwide inter alia, patents and trademarks (including applications), copyrights (including moral rights), domain names, trade secrets, know-how and Confidential Information.

1.4. “Net Advertising Revenues” shall mean the gross revenues payable for Qualified Transactions concluded through Advertisements published in the Website – less certain deductions made according to Adatha’ policy (as may be amended from time to time), such deductions to include inter alia, taxes and other governmental charges including but not limited to VAT (if applicable) that Adatha is required to pay, collect or withhold with respect to the supply of the Service (except taxes that apply on Adatha’ income) (the “Taxes”), allowance for fraudulent transactions, chargebacks, refunds, financing expenses, uncollected and unallocated amounts, currency exchange fees, payments such as commissions or discounts allowed or paid to advertising agencies, sales commissions, agency fees, referral fees, wire/PayPal transfer fees and costs related to creative services, upload, and technology (such as hosting) used in provision of the Service.

1.5. “Ad Unit” shall mean the Adatha browser window, which, when installed upon the Website, shall appear on one or more pages of the Website and via which the Users shall be able to view the Advertisements and/or participate in the applicable interactive offers offered thereon.

1.6. “Qualified Transaction” shall mean with respect to an Advertisement, the completion by the User of certain requirements set forth in such Advertisement such as, for example purposes only, viewing an advertising video, purchasing a product/service or purchasing virtual currency/items.

1.7. “Service” shall mean the provision of Advertisements by Adatha to be displayed on the Website through the Ad Unit, all according to the terms of this Agreement.

1.8. “Website(s)” shall mean any websites or social/web/mobile applications.

1.9. “User(s)” shall mean a user of the Website(s).

2. Purpose of Engagement.  Publisher as the owner and/or the operator of certain Website(s) wishes that Adatha shall provide it with online Advertisements for the purpose of displaying such Advertisements via Publisher’s Website(s), and in return Adatha shall share with Publisher its revenues generated from such Advertisements, all subject to and in accordance with the terms and conditions set forth in this Agreement.

3. Additional Terms.  This Terms & Conditions shall apply in addition to any Special Terms agreement or IO agreement signed by the Parties (if any) (not including any previous version of the publisher’s terms & conditions, to the extent attached to such agreement) (the “Additional Agreement”). The Additional Agreement shall be deemed part of the Agreement. In any event of clear inconsistency or conflict between the Additional Agreement and the terms of these Terms & Conditions, the terms of the Additional Agreement shall prevail.

4. Use Policy

4.1. Publisher shall display the Advertisements on its Website(s) according with the terms of this Agreement, including any placement requirements and technical specifications provided by Adatha and agreed by the Publisher, to enable proper display of such Advertisements (the “Display Instructions”). Any exclusion from the Display Instructions shall require the written approval Adatha. Publisher shall be responsible and shall bear the costs related to the proper display of the Advertisements on its Website(s) according to the Display Instructions, including but not limited to any costs required for the implementation of the Display Instructions (if any).

4.2. Publisher shall be entitled to reject or remove any Advertisement delivered by Adatha, if it believes that such Advertisement is not suitable for its Users, provided however that Publisher right shall be limited to the removal of the entire Advertisement from the Website, and in any event Publisher shall not add, modify, alter, delete content, text or appearance of the Advertisement without the prior written approval of Adatha.

4.3. Fraud. Adatha will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program or similar device in connection with any Advertisement, as reasonably determined by Adatha or its Advertisers.

4.4. The Publisher shall be responsible for compliance with all privacy protection rules and regulations, including by posting a privacy policy on its Website(s). Such privacy policy shall: (1) comply with all laws and regulations regarding the privacy of its Users’ private information; and (2) fully and accurately disclose its policy regarding the collection, use and disclosure of Users’ private information.

5. Publisher Payments

5.1. Payment Terms. Adatha shall pay Publisher its Revenue Share out of the Net Advertising Revenues generated in a given month, within sixty (60) days after the end of such calendar month as a conclusive payment for said month, provided however that if the Revenue Share due to Publisher for a given month amounts to less than two hundred USA dollars ($200.00), Adatha shall be entitled to postpone the payment of such amount until such calendar month in which the cumulative amounts due to Publisher are equal to or exceed said threshold. For the purpose of this Agreement “Revenue Share” shall mean the percentage out of the Net Advertising Revenue to be paid to Publisher as agreed in the Additional Agreement between Parties, or if no such agreement was signed then Adatha standard revenue share percentage at the time the Advertisement is published.

5.2. Access to Tracking and Reporting. The Revenue Share payable to Publisher shall be based on Adatha tracking.