Terms & Conditions

TERMS AND CONDITIONS This agreement (“Agreement”), is made the (“Effective Date”) between (“Advertiser”), with offices at adgoldmedia Technology (“Client”), with offices Chuc Son Town, Chuong My District, Hanoi, Vietnam. In consideration of the premises and promises set forth herein, and Client hereby agree as follows: I. ACCEPT AND REJECT CONVERSIONS (A) Pause/Change notifications should be sent by email 48 hours in advance. (B) Conversions/Leads/Installs are based on Advertiser's Statistics. In case of incongruity, both parties shall settle this amicably and most accurately by date, time, ips and conversion id. (C) adgoldmedia will charge advertisers based on valid conversions and will be disapproved on invalid conversions. In case of Conversions/Leads/Installs’ rejection, Advertiser shall provide reason(s) for rejection and provide with detailed sub_id report of users who were rejected within 5 days of the end of the bill period, otherwise Conversions/Leads/Installs are considered valid. Reports of traffic denials need to be sent with specific report details: ( IPs, Date, Customers information, sub_id, Reason). If you are unable to submit the specific report we request, you must accept the conversions within 5 business days. (D) If the advertiser hasn't sent the final confirmed number by the due date, all numbers must be accepted unconditionally after 5 business days. Advertisers are responsible for paying on time commitment from before signing this contract. adgoldmedia will charge for late payment cases 1% of the total bill amount per day. In case the advertiser does not pay or does not follow what has been signed in this contract, he must bear all costs of damage and be responsible before the law in the locality where the advertiser registers business as well as at international legal authority. II. PAYMENT (A) Advertisers have the right to add or modify the following agreements to better suit the interests of both parties. After agreeing to sign an agreement, any party that does not comply with IO will accept the penalty according to the provisions of law in the cybersecurity alliance of Vietnam and of the two countries, the case cannot be resolved, dispute will be resolved by the global community of continents and compensated in accordance with the International law. (B) Advertisers are responsible for providing all data related to potential customers submitted by affiliates in the event of a dispute for faster, clearer dispute resolution. All allegations made by advertisers must be well-founded, based on specific and accurate reports. All verbal accusations or messages without specific reports are believed to be baseless and do not work to deduct money from affiliates. (C) All disputes must be made within 5 business days at most. If after 5 days from the date of the dispute arose (the date of the final confirmation number) if the advertiser is still unable to produce reports evidencing the denial allegation against the pubs, all figures must be unconditional consent. After that, payment must be made as committed by both parties (D) Confirm Date and Pay Date: Confirmation numbers and payments from advertisers must be made on time to our request from time to time as follows: + For net30 payment needs to confirm last month numbers no later than the 10th - 15th of following month. Pay date: 30th . + For Net15 payments, confirm last month numbers must be provided by the 7 th – 10th of the following month. Pay date: 15th . + For Bi-weekly payment need to confirm number in a following week working from weekend of conversions made. Pay date: 3 rd week. + For weekly payment need to confirm numbers no later than Tuesday of the following week and payment will be paid on Friday or Saturday at the latest. III. NO ASSIGNMENT OR RESALE OF AGREEMENT Neither party may assign its rights or obligations under this Agreement without written consent from the other party, which shall not be unreasonably withheld or delayed; provided, however, nothing shall prevent either party from assigning its rights or obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business of the assigning party, or any other transaction in which ownership of more than fifty percent (50%) of the assigning party’s voting securities is transferred. IV. NO OTHER WARRANTIES Except as expressly provided in this agreement, media partner makes no warranty whatsoever, express or implied, as to the products, services, and/or information provided hereunder. Client understands and agrees that any information provided hereunder represents self-reported information from individual consumers, and is provided on an as-is basis. Media partner makes no warranty as to whether client will realize any profit or receive any payment as a result of the sales provided. Media partner disclaims any warranties that could be implied in contract, in law, or in equity, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, completeness, reliability, or performance, or arising from usage of trade, course of dealing, or course of performance. V. LIMITATION OF LIABILITY In no event shall media partner be liable for any special, indirect, incidental, consequential, punitive, or exemplary loss, damage, or expense in connection with this agreement, including, without limitation, damages relating to loss of profits, income, or goodwill, even if client is aware of the possibility of damages. In no event shall media partner liability (whether in contract, tort, or otherwise) for monetary damages under this agreement exceed the fees paid by client to media partner hereunder. VI. INDEMNIFICATION (A) Client agrees to indemnify, defend, and hold harmless Media Partner and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that Client’s use of the Sales or Related Information violates any law or privacy or publicity right, intellectual property right, or any other right; (2) the products, services, and/or counsel provided by Client to its customers and/or an Media Partner Sale; (3) any communications by Client to individuals to which the information in any Sale pertains, or (4) Client’s breach of any of its obligations, representations, or warranties under this Agreement. Media Partner shall promptly notify Client in writing of all such claims and shall accommodate Client’s reasonable requests for cooperation and information. Media Partner shall agree to Client’s sole control over the defense and any settlement of such claims; provided, however, that Client shall not agree to any settlement that could adversely affect the rights or interest of Media Partner without the express written consent of Media Partner. (B) Media Partner agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that the products and/or services provided by Media Partner hereunder violate any law or privacy or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or omission of Client; or (2) Media Partner breach of any of its obligations, representations, or warranties under this Agreement. Client shall promptly notify Media Partner in writing of all such claims and shall accommodate Media Partner reasonable requests for cooperation and information. Client shall agree to Media Partner sole control over the defense and any settlement of such claims; provided, however, that Media Partner shall not agree to any settlement that could adversely affect the rights or interest of Client without the express written consent of Client. VII. AUTHORITY Media Partner and Client each represent and warrant to the other party that (a) such party has the full corporate power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder, and (b) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such may be limited by 4 applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and except as may be limited by federal principles of equity. VIII. AGENCY If an agency signs the Agreement, it does so as Client’s agent, and Client and agency will be jointly and severally liable for all obligations hereunder. Agency represents that it has full authority to act on Client’s behalf, provided, however, that nothing herein will release Client or agency from any obligation or liability hereunder, and Media Partner may look to Client or agency for performance of all obligations under this Agreement. X. FORCE MAJEURE Neither party shall be liable for delays or nonperformance of this Agreement if such delay or nonperformance was caused by: (a) act of God, act of war, strike, fire, natural disaster, or accident; (b) lack of availability of materials, fuel, or utilities; or (c) any other cause beyond such party’s control. XI. CONFIDENTIAL INFORMATION For a period of three (5) years, beginning on the Effective Date, each party will keep strictly confidential all Confidential Information disclosed by the other party, except to the extent an applicable governmental law, order, decree, regulation, rule, or process requires disclosure. In the event of such required disclosure, the receiving party shall provide written notice thereof to the disclosing party as soon as reasonably possible, and shall reasonably cooperate with the disclosing party in resisting the disclosure of or obtaining confidential treatment for such Confidential Information. XII. MISCELLANEOUS This Agreement and all applicable IOs : (i) shall be governed by and construed in accordance with the laws of Viet Nam, without giving effect to principles of conflicts of law, and the parties consent to the exclusive jurisdiction of the courts of Amsterdam; (ii) may be amended only by a written agreement executed by an authorized representative of each party; (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. All notices, demands and other communications hereunder must be in writing or by written telecommunications and will be deemed to have been duly given (a) if mailed by certified mail, postage prepaid, on the date three days from the date of mailing, (b) if delivered by overnight courier, when received by the addressee or if sent by confirmed telecommunication, one business day following receipt by the addressee at the addresses set forth on the Agreement, or such other address as either party may specify in writing. By signing, Media Partner acknowledges and affirms that Media Partner has read, understands and agrees to the provisions of this Agreement, including the terms of the applicable IO and any Addendum(a) attached hereto, all of which are made a part hereof and together shall comprise the entire Agreement between Client and Media Partner. In the event of a conflict between these Terms and Conditions and any other attachment or other document (including Addenda and IOs) these Terms and Conditions shall govern. XIII. TRAFFIC SOURCES Please note that the following traffic sources are not allowed under any circumstances on adgoldmedia offers. • Iframe • Autosubscription If Found by adgoldmedia, all made sales will be indemnified and will not be paid out to partner.