TERMS & CONDITIONS

Marketing Angels Ltd is the company registered at Gibraltar with company number 118684 (COMPANY or WE or US). COMPANY manages the COMPANY Advertiser Network at https://themarketingangels.com (Website) through which a Publisher can work for the benefit of different Advertisers under different Advertising Programs.

These Terms of Use define the way COMPANY's business works, and the laws and rules that apply to the Company and as a result, these Terms of Use help define COMPANY's relationship with you as you interact with our services. Understanding these Terms of Use is important because, to use our services, you must accept these Terms of Use and register for a COMPANY account.

The Rules (as defined below), the Privacy Policy and the Cookies Policy form an integral part of the Terms of Use. When the Publisher registers for an Advertiser Program and accepts the Rules, automatically that specific set of Rules becomes part of these Terms of Use. When registering for a COMPANY Account, you confirm that you have read, understood and accepted all the information provided by us to you including the Terms of Use, the Rules, the Privacy Policy, the Cookies Policy and any additional documentation and information made available to you via your account and the COMPANY website, which include important information and form an internal part of these Terms of Use.

Each time you navigate, log into your account, use any services or perform any activity through your account, you reaffirm and confirm that you accept the Terms and any changes made to them from time to time. We advise you to check the Terms on a regular basis for any changes.

The participants to the COMPANY Advertiser Network are Advertisers, Publishers and the Company (Participants).

IMPORTANT DEFINITIONS

Advertiser(s): are the brands or companies or persons who provide the Publishers with the opportunity to advertise such brands' and companies' services, products, goods, brand and services through different advertising media and provide Ad Material. Advertisers provide Ad Materials via the COMPANY Account.

Ad Materials: such as graphic and video banners, logos, trademarks, brand names, links, landing pages, videos, registration frames and other types of advertising and promotional material or objects which at all times must be structured in accordance with the Rules.

Advertising Program or Offer: are the set of Rules in accordance with which the services, products, goods, brand and/or services of an Advertiser can be advertised and promoted by a Publisher.

Publisher: are the companies or persons who register with COMPANY to promote and advertise any Advertiser under any Advertising Program by disseminating Ad Materials at their pre-submitted Traffic Sources.

Rules: the set of rules, Commission calculation, restrictions, marketing and promotional guidelines applicable for any promotional or advertising activities for the benefit of each Advertiser under any Advertising Program. Different sets of rules, restrictions and marketing and promotional guidelines (Marketing Guidelines) are applicable for each Advertiser and shall be made available via the COMPANY Account.

Traffic Sources: the Publisher's website or webpage or any other online or offline sources to which it will place Ad Materials for advertising and promotional purposes under this agreement.

GENERAL PROVISIONS FOR PARTICIPATION

To apply to become a Publisher in the COMPANY Advertiser Network, the Publisher can be a legal entity or a natural person of legal age in the country it resides, must register for a COMPANY Account and accept these Terms of Use, via the Website. The Publisher shall receive an email upon registration.

COMPANY reserves the right at its sole discretion to (a) reject any registration or activation of a COMPANY Account and/or (b) block a Publisher from participating in the COMPANY Advertiser Network, with or without cause.

Following registration, the Publisher shall be asked to complete a KYC procedure for verification purposes (KYC Verification). If the Publisher fails such verification upon registration or at any time thereafter, COMPANY can proceed as per provisions of the previous subsection.

COMPANY does not accept Publishers that:

Are natural persons and are not of legal age under the laws of the country they reside,

Are not properly licensed under any governmental or regulatory authority in the country they reside or are registered in, when such a license is required to be obtained in such country for operating activities under these Terms of Use.

A Publisher may not be admitted to and/or accepted into an Advertising Program if it is a Restricted Person. A Restricted Person has a different meaning for each Advertiser and shall be defined in the Rules of each Advertising Program you will register for.

A Publisher shall not perform any promotional and advertising services and/or direct any marketing activity to the Restricted Countries. A Restricted Country has a different meaning for each Advertiser and shall be defined in the Rules of each Advertising Program you will register for.

Subject to COMPANY's discretion, following completion of the registration and verification process, the

Publisher shall be able to use the services of the COMPANY Advertiser Network and apply to participatein any Advertising Program for the benefit of any Advertiser. COMPANY retains the right and has the absolute discretion to reject such participation with or without cause (see more in section 4).

These Terms of Use shall at all times prevail any Rules available via the COMPANY Account.

The Publisher's participation into the COMPANY Advertiser Network shall not in any way create any legal or contractual relationship between any Publisher and any Advertiser.

SCOPE OF THE TERMS OF USE

COMPANY operates the its Advertiser Network on the Website and allows access to it and its services to the Participants. Through this network Publishers can operate advertising and promotional campaigns via their Traffic Sources for different Advertisers under different Advertising Programs and, subject to the provisions of the Terms of Use, receive a Commission payout from COMPANY.

The Publisher must submit each Traffic Source via its COMPANY Account for verification purposes by COMPANY. The Publisher cannot and shall not use any Traffic Sources unless they are pre-approved for use in writing or via the Publisher COMPANY Account.

The Publisher shall always use and place any Ad Material in Traffic Sources in accordance with the present Terms of Use and the Rules applicable under any Advertising Program (collectively the Terms).

if COMPANY deems upon its sole discretion that the Publisher's Traffic Sources or any of its advertising activities are contrary to the Terms, COMPANY shall have the right to de-activate the Publisher's COMPANY Account, suspend any campaign, and/or terminate this agreement. If any Commission accrued to the date of Suspension, is deemed reasonable by COMPANY that it was generated in breach of the Rules, shall not be payable to the Publisher.

The Publisher shall be eligible to receive a commission payment from COMPANY for the services performed by the Publisher in accordance with the applicable Rules of the specific Advertising Program it shall perform services for (Commission). Any Commission shall be subject and calculated in accordance with the Rules of each Advertising Program which also defines which actions will be considered as ones that are eligible to generate Commission payouts for the Publisher (Successful Actions).

COMPANY shall track and log all Successful Actions and Fraudulent Activity, via Tracking Links and its online tracking system and monitoring software which may be operated by COMPANY and/or by a third party tracking system engaged by COMPANY (Tracking System). On the basis of the results of the Tracking System the Commission shall be calculated and COMPANY shall make such information available to the Publisher via the COMPANY Account. At all times whether a Successful Action was made is subject to the Rules of each Advertising Program.

The Publisher hereby acknowledges, agrees and confirms that it accepts and/or shall accept at all times any results produced by the Tracking System from time to time, as final, and the Publisher hereby irrevocably waives its right of challenging in any way such results at any time and for any service to be provided under the Advertising Program and respective Rules.

COMPANY Advertiser Network is a technological tool which is constantly being developed, upgraded and/or updated, therefore, COMPANY reserves the right to temporarily suspend full or part function of the network, from time to time, if it deems it necessary to do so for maintenance, improvements or any changes. COMPANY will not be liable for any direct, indirect consequential or otherwise, damages and/or losses.

COMPANY shall have no responsibility, obligation nor liability for: (a) the Publisher's activity or inactivity, (b) any downtime or malfunction of the COMPANY Advertiser Network or Website or any Advertiser's website, (c) any malfunction and/or non-proper performance of any Tracking Links, (d) any disruptions ofcommunication, lines, technical problems etc., (e) the safekeeping of the Publisher's password to the COMPANY Account and/or payment information, (f) for the payment of any taxes accrued by the Publisher pursuant to this agreement which the Publisher shall bear sole responsibility to pay and settle.

A Publisher may be required to use certain technical means and software packages, telecommunication networks and/or services of third party organizations, in order to gain access to the COMPANY Advertiser Network and make use of the services accordingly. COMPANY shall not be liable for any resulting costs, possible damages and/or interference.

Changes and Amendments.

The Company reserves the right to unilaterally amend, from time to time, for any reason whatsoever all or part of these Terms of Use and/or the Rules without securing a Publisher's prior consent. If a Publisher does not agree with any changes, then it can terminate the agreement within 48-hours from notification of any changes. If a Publisher continues to actively participate in any program, it will be construed that the Publisher consents and agrees to such changes.

COMPANY may amend and change these Terms of Use or the Rules where it considers such amendments are required in order to comply with all legal obligations or any publication by a regulatory authority. Such changes shall have immediate effect and shall not require any previous consent.

PARTICIPATION IN ADVERTISER NETWORK

Following registration of a COMPANY Account, a Publisher can request to participate in any Advertising Program, at which point any and all advertising and promotional activities to be performed for that program, will be subject to the Rules which shall be additional to these Terms of Use and which shall be made available by such Advertiser and accessible to a Publisher via its COMPANY Account.

COMPANY reserves the right not to admit any Publisher to any Advertising Program, for or for no reason.

A Publisher can use any Traffic Source provided that are in compliance at all times with applicable laws and regulations, these Terms of Use, the Rules, Privacy Policy and are pre-approved in writing by COMPANY or via the COMPANY Account, provided that such approval is requested by COMPANY from time to time.

Inspections and Checks:

COMPANY shall have the right to request from the Publisher at any time, (a) to be provided with any and all data relating to the Traffic Sources and the traffic directed by the Publisher to an Advertiser, (b) to gain access to the statistics of any Traffic Source, while at the same time limiting the Publisher's participation in the COMPANY Advertiser Network. In case of such a request by COMPANY, the Publisher must provide the data and/or grant relevant access, within but not later than 14 days. If the Publisher fails to do so then, the Publisher's access to any Advertising Program may be suspended.

COMPANY reserves the right to take all actions and steps possible as it considers fit in its absolute

discretion, in order to protect the interests of any Advertiser, including without limitation to disabling any Tracking Links, removing any advertisements and Ad Materials from Traffic Sources, limiting the Publisher's access to the COMPANY Advertiser Network and/or particularly to any Advertising Program and/or any other actions that COMPANY deems necessary.

KYC Procedure: in order to perform verification checks as required by applicable laws and internal policies, the Publisher will, upon registration or within 7 days from the written request of COMPANY, submit with COMPANY, either via this email kyc@COMPANY.com or via the KYC section of the COMPANY Account, the KYC Documents. Such KYC Documents may include: any documents (in the requisite form) for proof of identity/registration, date of birth or registration, address, tax identification number, ownership, licensingetc. If the Publisher refuses and/or fails to submit the KYC Documents, it will be construed as a withdrawal from participating and/or refusal to participate in the COMPANY Advertiser Network and therefore COMPANY may upon its discretion de-activate its COMPANY Account and/or limit its access to the Advertiser Network and/or terminate the agreement immediately and without notice.

RIGHTS AND OBLIGATIONS OF THE PUBLISHER

Good Faith. The Publisher will in good faith and diligently use all commercial efforts to perform the services for the benefit of any Advertiser under any Advertising Program.

Ethics. The Publisher shall maintain ethical and high standards of business practice, and conduct its business in such a manner so as to reflect favorably on COMPANY and the Advertisers.

Safety. The Publisher shall be responsible for the safety of its COMPANY Account credentials and payment information. The Publisher shall implement all necessary measures and take all necessary steps in order to ensure that all its information, including to any access codes, passwords, transaction activity and any other information made available via the COMPANY Account, remain confidential at all times. The Publisher hereby acknowledges and agrees that COMPANY does not have any responsibility in case of unauthorized access to its COMPANY Account by any third party or otherwise. The Publisher shall notify COMPANY immediately in the event of such unauthorized use.

Accurate Information. The Publisher shall always provide accurate and up-to-date information when performing any services under any Advertising Program, including when describing COMPANY and/or any Advertiser, their business, activities, products.

Adherence to the Terms.

It is strictly prohibited for any Publisher, to perform promotional activities and/or Successful Actions via methods, actions or omissions that violate and/or are in breach of the Terms of Use, the Rules and Marketing Guidelines, as well as any applicable laws and/or regulations.

The Publisher hereby acknowledges and confirms that COMPANY and/or Advertisers, may be subject to regulatory supervisory and/or bound by the terms of their license, under which they are permitted to provide their services in accordance with specific laws and/or regulations (collectively the Regulations), therefore the Terms and applicable laws and regulations, are material to this agreement.

Breach of this section in any way, may lead to the breach of Regulations, monetary and/or reputational damage to COMPANY and/or any Advertiser, including but not limited, to the suspension and/or cancellation of their license or operation, imposition of fines etc. If COMPANY has reasonable grounds to believe that the Publisher has breached or shall breach this section directly or indirectly in any way, it will have the right but not the obligation to:

(a) immediately suspend or block any Advertising Program activities and/or terminate the agreement, without notice and without any liability to pay to the Publisher any accrued Commission, fees and/or damages; and/or

(b) take further actions and/or apply any monetary amounts against the Publisher in the form of set-off or otherwise, as liquidated damages to protect its and any Advertiser's legitimate interests. We strongly recommend you refer to the Rules for more information on this.

The Publisher will indemnify, defend and hold harmless COMPANY and/or any Advertiser and each of their respective officers, directors, employees, representatives and agents from and against any losses, costs, liabilities, damages, claims and expenses, including reasonable attorneys' fees, arising out of any breach of this section, including without limitation the totality of any sums demanded by any Advertiser from COMPANY in connection to any breach of these Terms and/or the Rules.Compliance with Instructions. The Publisher shall comply with all reasonable and lawful instructions or directions given by COMPANY and/or an Advertiser from time to time.

Advertising and Promotional Services.

The Publisher shall perform its services for the benefit of any Advertiser under any Advertising Program, at all time in accordance with these Terms of Use but also the applicable Rules of the program it will perform advertising and promotional services for.

The Publisher hereby undertakes and warrants to COMPANY that it will read and perform the services in accordance with the Rules and shall refer to such Rules at all times during the entire period where it will place Ad Materials to Traffic Sources for the benefit of a respective Advertiser.

The Publisher hereby acknowledges and accepts that any breach or any failure to follow the Rules may lead to the immediate de-activation and/or block of its COMPANY Account and/or suspension of use of the specific Advertising Program, without notice (collectively Suspension).

If any Commission accrued to the date of Suspension, is deemed reasonable by COMPANY that it was generated in breach of the Rules, shall not be payable to the Publisher.

If COMPANY suffers any losses (indirect and/or direct) due to any Suspension event, an equivalent amount shall be deducted from the Publisher's account. In case where there are insufficient funds, the Publisher hereby undertakes and warrants to COMPANY that it will reimburse COMPANY with the equivalent amount within 10 days from the written request.

Traffic Sources.

The Traffic Sources must at all times be structured and used in strict compliance with the Rules per the respective Advertising Program, the Publisher is working for.

The Publisher must be authorized and/or have the right to conduct advertising and promotional activities for the COMPANY Advertiser Network, via its Traffic Sources. Any copyright and/or intellectual property rights claims relating to such Traffic Sources, shall be the sole responsibility of the Publisher.

COMPANY and/or any Advertiser shall bear no responsibility and/or liability towards any third party for such claims.

The Publisher hereby irrevocably undertakes to compensate and/or indemnify COMPANY and/or any Advertiser for any claims and/or damages (direct and/or indirect) relating to such claims.

The Publisher hereby confirms and warrants that it owns all rights to any Traffic Source and/or is duly authorized to use and/or place Ad Materials on any Traffic Source.

When using Ad Materials on any Traffic Source, the Publisher hereby undertakes and warrants to COMPANY that no third-party rights to trademarks, brands, personal rights and/or otherwise are infringed, and that use of such Traffic Sources will be made in accordance with applicable laws and regulations.

Any Traffic Source shall not be associated with or lead to any websites/sources that are not in conformity with applicable laws and regulations and/or are associated with any illegal activity, pornographic, obscene, racist, or hateful content, or deceptive advertising piracy, libelous or defamatory statements.

Ad Materials.

Depending on which Advertising Program the Publisher will participate, COMPANY shall grant a limited non-exclusive, personal, non-transferable, non-assignable, non-sub-licensable, revocable license to the Publisher to use the Ad Material for placement in the Traffic Sources and solely in accordance with theTerms and for the sole purpose of this agreement. The Publisher's use of the Ad Materials or copyrighted material in violation of this agreement is strictly prohibited and will result to the automatic withdrawal of this license to use, the termination of this agreement, the suspension of access to any Advertising Program and the instigation of any legal actions.

Any Ad Material shall be used at all times in accordance and in compliance with the Rules.

Any Ad Material shall not be created nor changed by any Publisher but will be used on an "as is" basis as made available via the COMPANY Account. In case where, without COMPANY's knowledge, the Publisher creates Ad Materials and/or distorts Ad Materials provided by COMPANY, the Publisher is entirely responsible for placing these Ad Materials as an owner and distributor in accordance with applicable law and undertakes to independently resolve all arising claims, disputes, including judicial, to settle all other disputable matters, including matters relating to any regulatory or governmental authorities and/or third parties.

Tracking Links.

A unique hyperlink which redirects any user that clicks on it to the respective Advertiser's website or landing page or store page as the case may be, shall be issued and shall be exclusive to each Publisher (Tracking Link).

The Publisher shall have access to all Tracking Links for a specific Offer, via its COMPANY Account.

The Publisher shall bear the responsibility to attach the Tracking Link to each Ad Material. If it fails to do so COMPANY will be unable to track the Publisher's activities. COMPANY shall bear no obligation and/or liability in the event where the Publisher's activities cannot be tracked via the Tracking System, due to the

Publisher failing to attach the Tracking Link to any Ad Material.

The Publisher hereby undertakes and warrants to COMPANY that it will update such links in good time and monitor the condition of the links.

COMPANY shall not have any responsibility and/or liability for any malfunction or non-proper performance of any Tracking Link.

A Tracking Link may under-perform and/or not perform due to the following (the list is not exhaustive):

An Advertiser is no longer a Participant to the COMPANY Advertiser Network.

The Publisher's COMPANY Account was blocked and/or the Publisher was suspended from any Advertising Program, at any given time.

The Publisher's Traffic Sources were removed, blocked or disconnected for any reason from the Advertising Program.

The Tracking Link was for any reason removed or deactivated.

The deeplink created by the Publisher leads to a non-existent page, or the COMPANY Advertiser Program does not support the generation of Tracking Links using deeplink features.

Taxes. The Publisher shall at all times be responsible and liable to pay any taxes that it is subject to in any country and in relation to this agreement.

Costs and Expenses. The Publisher shall bear all costs and expenses of any nature, including but not limited to any marketing and promotional activities related to actions performed under this agreement.

Security. The Publisher hereby agrees and warrants to COMPANY that it shall not take any actions that affect the operation of the COMPANY Advertiser Network. Such actions may include among others,attempts to technically influence the efficiency of the servers of the network, attempts to hack the security mechanisms or systems, the use of viruses, trojans and/or other malicious programs for any purpose. Such actions shall further include brute force attacks, DoS (DDoS) attacks, spam, the use of links, and any other processes that may in any way negatively affect the operation and/or infrastructure of the network.

One COMPANY Account per Publisher. The Publisher may register and operate only one COMPANY Account. No Publisher shall be able to maintain multiple accounts on the COMPANY Advertiser Network
– in other words: one account per individual or one account per a legal entity. If a person registers on behalf of a legal entity, such person is prohibited from using a personal account. A Publisher may register for more than one COMPANY Accounts provided that COMPANY has pre-approved this in writing.

ADDITIONAL PROHIBITED ACTIONS

To make any Successful Actions by means that violate these Terms of Use, the Rules and/or any law or regulation.

To strike any Successful Actions with persons that are associated (either directly or indirectly) with the Publisher, including but not limited to, members of the Publisher's family (close or broad), legal person (of any form or manner) whether incorporated or not, whether directly or indirectly controlled, controlling or under common control with the Publisher.

To use any advertising or promotional methods, that lead any user to actions in reliance to deceptive information, blackmail, or any other actions that negatively affect the user's freedom of choice.

The Publisher acknowledges and agrees that it has no authority to legally bind COMPANY or any Advertiser in any way and in any legal relationship and that it is not the agent of COMPANY or any Advertiser. The Publisher agrees that it shall not make to anyone any representation or commitment about COMPANY and any Advertiser. The Publisher shall inform to any third party that it performs advertising and promotional services for the benefit of any Advertiser via COMPANY and that is has no authority or ability to negotiate or vary any services or terms of service of any Advertiser.

The Publisher shall not use the Ad Material, trademarks and/or logos of COMPANY and/or any Advertiser, for any other purpose other for the performance of its obligations under this agreement and for no other purpose. In the case where the Publisher uses any Advertiser's trademarks and ad creatives for purposes other than those specified in this agreement, the Publisher is fully responsible for such placements in accordance with applicable law and undertakes to independently resolve all arising claims, disputes,including judicial ones, to settle all other disputable situations, including with regulatory and governmental authorities and third parties.

To use any technology and types of cookie stuffing (cookie dropping). It is prohibited to use scripts that set in any user's browser, cookies of websites that such user did not visit. It is prohibited to rearrange, substitute or overwrite the user's cookies with others that do not belong to the websites that the user visited, as well as substitute cookies using pop-ups, iframe, or by inserting the URL of a third-party page as a picture on an existing website.

To register and/or use for promotion domains similar to that of COMPANY or any Advertiser's websites.

To disable and/or intentionally block any COMPANY Account which has a negative balance which is funds owed to COMPANY.

COMPANY RIGHTS AND OBLIGATIONS

Good Faith. COMPANY will at all times act in good faith towards the Publisher.Use of the Publishers' Logo. COMPANY and/or any Advertiser, shall be permitted to (a) use the Publisher's

logo and name only for the purposes of this agreement and (b) place the Publisher's logo and name on the Website or any Advertiser's website only to state the Publisher's participation to the COMPANY Advertiser Network.

Expenses. COMPANY shall not be responsible to pay any expenses and/or costs incurred by the Publisher in discharging its obligations and/or performing any services under this agreement.

Exclusivity. This agreement is non-exclusive and does not prevent or restrict COMPANY accepting other participants to the COMPANY Advertiser Network.

Other Affiliate Accounts.

Any accounts held by a Publisher with COMPANY, but which such Publisher prior to its registration with COMPANY, used to maintain an affiliate account with and provided marketing services, directly to an Advertiser under a separate legal relationship shall be hereby referred to as the Other Affiliate Accounts.

Other Affiliate Account shall be treated as any ordinary COMPANY Account and its registration date and effective date of the legal relationship between such Publisher and COMPANY shall be the date that the such account was registered with COMPANY under the name of the particular Publisher.

The term COMPANY Account throughout these Terms of Use, including the Rules and/or any policies and/or communication, shall be read to include the definition of Other Affiliate Account.

The Publisher acknowledges, agrees and accepts that any Other Affiliate Account, including any activities under any Advertising Program or Offer a Publisher operates through Other Affiliate Account, including without limitation any commission balance generated from registration date onwards shall be subject to the Terms and conditions and the Rules as of the date of registration. Any previous legal relationships, any conditions thereof and/or any previous agreements made between a Publisher with any third party, including a current Advertiser, shall not be applicable in any way to any and all activities of a Publisher made, including without limitation to any commission generated, through Other Affiliate Account.

The Terms constitute the entire agreement between the Publisher and COMPANY and supersede all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to the provision of services by you to an Advertiser and/or any Offer.

PAYMENT FOR PUBLISHER'S SERVICES

The Publisher shall receive a Commission payment, which shall be calculated in accordance to the Rules applicable under the Advertising Program the Publisher will choose to participate in and provide advertising and promotional services for. Each Advertising Program has different sets of Rules and the Commission calculation in connection to Successful Actions or otherwise, shall differ from one program to another.

In each case, the Commission payout shall be determined by the type of Successful Action and the applicable rate as shall both be set in respective Rules and which shall be in effect at the time of performing any actions. COMPANY reserves the right to change any rates but any revised rates shall not be applicable to already performed Successful Actions.

The Publisher undertakes and warrants to COMPANY, that it will at all times be familiar and updated with the terms and conditions of the Rules, including but not limited to the applicable rates and Successful Actions. Applying for participation to any Advertising Program shall be construed as an unequivocal acceptance of the Rules.

The currency of the COMPANY Account shall be designated either in USD or in EURO and any Commission payouts shall be calculated and appear either in USD or in EUROCommission payments shall be made by COMPANY to the Publisher. There will be no obligation of payment by any Advertiser, and if such payments shall be made by any Designated Party (as defined below), such payments will be made on behalf of COMPANY.

Commission payouts shall be made to the Publisher through any payment method indicated by the Publisher in its COMPANY Account and/or if possible, by way of any type of instrument/currency of equivalent USD value upon conversion (Payment Method). COMPANY shall be able, upon its sole discretion and as it deems fit from time to time, to opt for any Payment Method for the settlement of any Publisher Commission. The Publisher irrevocably accepts the use of any Payment Method by COMPANY and such acceptance is signified by the provision of relevant Payment Details. Payments made to the Publisher by COMPANY and/or by any third-party company engaged and instructed by COMPANY (Designated Party), by way of any Payment Method and based on the Payment Details shall constitute full and unequivocal satisfaction of the obligations of COMPANY in terms of payment of any Publisher Commission.

For any payments in EUR, the exchange rate between USD and EUR shall be equal to the most recent EUR/USD reference rate available by the European Central Bank at the time of processing the payment.

For the avoidance of doubt, COMPANY shall decide upon its sole discretion (a) whether any payment shall be made a third party designated by it, (b) the Payment Method to be used and (c) whether payments shall be made in any other currency other than the designated currency set up by COMPANY.

If the Publisher insists on a specific Payment Method, COMPANY reserves the right to require the Publisher to enter into a separate legal relationship with a third party in order for any such payment to be facilitated.

The Publisher shall submit with COMPANY accurate, up-to-date and valid payment details and shall follow the verification steps in order to activate its payment methods. If the Publisher fails the activation process, COMPANY shall be unable to make any payments. COMPANY strongly advises each Publisher to verify and activate its payment methods before making use of any services and/or Offers. The Publisher exclusively bears the responsibility to inform COMPANY in case of any changes that affect any payment. COMPANY shall bear no responsibility or obligation to verify any payment details upon any payment occurrence.

Any Commission payments shall be made twice a month in accordance with the below schedule:

Within 3 working days following the 10th of each month,

Within 3 working days following the 25th of each month.

Any bank transfer or other payment transfer charges/commissions charged by third parties, shall be borne exclusively by the Publisher and not COMPANY, and shall therefore be deducted from the Commission.

The Publisher hereby irrevocably accepts and agrees that any Commission shall be deemed as settled and discharge COMPANY of its obligations in relation to any such payment, if performed in accordance with this section, either directly by COMPANY or by any third party designated by COMPANY upon its sole discretion.

COMPANY shall not be liable to pay and/or reimburse the Publisher for any costs incurred for bank transfer expenses and/or for use or purchase of third-party services or programs not provided by

COMPANY, but required in order to participate in the COMPANY Advertiser Network and/or in order to perform any services under any Advertising Program.

Each party is solely and separately responsible for the payment and reporting its own taxes in any relevant jurisdiction. If payments are subject to withholding tax, COMPANY shall be entitled to deduct the corresponding tax amount from the Commission and provide proof of such obligation upon request by the Publisher.Any Commission shall be deemed as payable if all of the following conditions are met in addition to any other specific conditions required by any Rules applicable under any Advertising Program:

The Publisher's advertising and promotional activity lead directly to the Successful Action between the Advertiser and the user.

The Successful Action was logged and registered by the Tracking System of the COMPANY Advertiser Network.

The Successful Action was verified and approved by the COMPANY Advertiser Network (Verified Actions).

The Commission payout equals or exceeds the minimum withdrawal amount which is equal to USD10 or the equivalent in any other currency (Minimum Withdrawal).

The Publisher did not in any way breach any of the Terms of Use, Rules and/or the Privacy Policy.

The Publisher shall immediately repay any amounts paid to the Publisher in error, excess or in any way other than in accordance with this agreement.

Without prejudice to any other rights of COMPANY, in the event that COMPANY deems upon reasonable grounds that any activity performed via the COMPANY Account or in any account which appears to be controlled or managed by the Publisher, is suspicious, Fraudulent Activity (as defined in the Rules) and/or fraudulent in any way, COMPANY may in its absolute discretion, (a) suspend access to any Advertising Program, (b) de-activate or block the COMPANY Account, (c) delay any payments of any Commissions for up to one hundred and eighty (180) days in order to look into and verify the suspicious activity, (d) following the 180 days, adjust any Commission calculation accordingly or permanently refuse payment of any Commission calculated up to the notice date.

COMPANY shall have the right in its absolute discretion to withhold, set-off and/or deduct any amounts from any Commission and/or payment due to the Publisher against any amounts due by the Publisher to COMPANY.

COMPANY shall have the right to suspend any payments to the Publisher in the event there are reasonable grounds to believe that a Publisher has or will imminently breach any term of the Terms and/or the quality of the traffic is not to the standards appropriate.

PARTICIPATION IN PUBLISHER REFERRAL PROGRAM

The Publisher can invite users and third parties not previously registered, and which are not Connected Persons on COMPANY to participate in the COMPANY Advertiser Network in exchange for a reward. Such users shall be considered as Referrals.

Connected Person shall mean for the purposes of this section: any person associated (either directly and/or indirectly) with the Publisher, including without limitation, any member of the Publisher's close and broad family and/or any legal person (of any form or manner) whether incorporated or not, whether directly or indirectly controlled, controlling or under common control with the Publisher.

Referrals are invited to join the COMPANY Advertiser Network through the Publisher referral link which shall be a link unique to each Publisher and made available by COMPANY via the COMPANY Account (Publisher Referral Link).

If users invited by the Publisher, register using the Publisher Referral Link by clicking on it, such users shall be deemed as the Publisher's Referrals. The attachment of a Referral to a Publisher is tracked via the presence of a referral cookie in the user's browser at the time of registration. If such cookie is not attached thereto, the registration shall not be considered as a Referral of that particular Publisher.The Publisher shall receive a reward for any of its own Referrals in the form of a percentage of the revenue generated by such Referral via the COMPANY Advertiser Network as such revenue shall appear as credited in its COMPANY Account.

Payment of any Referral rewards shall be made upon request of the Publisher and subject to the provisions of section 8.9 and the Minimum Withdrawal.

If a Publisher wishes to participate in the Publisher Referral Program, the following actions shall be prohibited at all times:

Use any methods that are in breach of any laws or regulations, that would infringe any third-party rights and/or use any artificial means for any Referral registration,

Provide inaccurate and/or incorrect information in relation to the COMPANY Advertiser Network, Create clones of COMPANY websites or use similar interface, Use automatic redirects, pop-up windows, or any other form of intrusive advertising: pop-unders, click- unders, toolbars and anything of the like, Sent out spam messages or contact in any way any prospective user for a Referral and introducing itself as an agent, officer and/or an employee of COMPANY, Register accounts with COMPANY that are owned and/or are operated in any way, by the Publisher, via the Publisher Referral Link,

Place paid ads along with the Publisher Referral Link in result of search request made with the COMPANY brand stated.

If the Publisher proceeds with any and/or all the actions provided in the above section and/or the Publisher Referral Program is used in bad faith, COMPANY reserves the right, with no cause, to:

Disable the Publisher's access to the Publisher Referral Program,

Disassociate any Referrals from the Publisher therefore the Publisher will not be eligible to receive any rewards, Withhold part of the reward, Block the Publisher's COMPANY Account in the COMPANY Advertiser Network.

COMPANY shall in its sole discretion and independently verify any Referrals and withhold payment of any reward until final verification.

TERM AND TERMINATION

This agreement shall commence upon registration of a COMPANY Account and final acceptance by COMPANY and may be terminated without cause upon 48-hour written notice by either of the parties.

Either party can also terminate any Advertising Program/Offer without cause, with a 24-hour written notice. For the sake of clarity, termination of an Advertising Program/Offer will not result in the termination of this agreement unless expressly stated so in such notice.

COMPANY may terminate this agreement and delete the COMPANY Account and all information contained therein, block an COMPANY Account, suspend any access to any Advertising Program immediately without notice and without prejudice to any other legal and/or equitable rights available to COMPANY or any of the Advertisers, in the event where:

The Publisher is unable to perform and/or deliver the advertising and/or promotional services under any Advertising Program,

There are reasonable grounds to believe that the Publisher and/or its partners, attempt to breach or have breached any part of the Terms of Use and/or the Rules, including but not limited to the Marketing guidelines, any law and/or regulations,

The Publisher has breached any of its obligations,

The Publisher failed to submit any KYC document under any KYC procedure as requested from time to time by COMPANY,

There are reasonable grounds to believe that the Publisher or its partners have become directly or indirectly involved in any type of fraud in relation to any financial transaction made by any user of a Successful Action or otherwise and/or Fraudulent Activity and/or money laundering operations, and/or COMPANY has reasonable grounds to believe that the Publisher is a Restricted Person, or it targets, distributes or performs the services hereunder in Restricted Countries (as defined in the Rules). If this agreement is terminated in accordance with the direct above section, COMPANY shall have no obligation to pay any Commission for any services already provided up to and including the date of termination nor shall COMPANY be liable for any losses or damages caused and/or incurred to the Publisher due to the termination of the agreement.

COMPANY shall have the right to delete the Publisher's COMPANY Account, delete all data from its system, and terminate this agreement in the following cases:

(a) The Publisher has not logged into its account for the last 350 days,

(b) The Publisher has not logged into interacted with the COMPANY system outside the web interface (for example, through the API) for the last 350 days. After the expiration of the above periods, COMPANY will notify the Publisher that due to inactivity and non-use of the COMPANY Account, COMPANY shall proceed with the deletion of the Publisher's account in 180 days from the date of the written notification during which time the Publisher can make a withdrawal request. If the Publisher fails to submit any withdrawal request, any remaining Commission balance stated in the account shall be written off in favor of COMPANY upon completion of the 180 days period.

The Publisher hereby waives any right to claim any amounts written off in accordance with this section.

The Publisher acknowledges, confirms and accepts that upon termination of this agreement and/or suspension of access to any particular COMPANY Advertiser Network:

The Publisher shall immediately and without undue delay stop any advertising and/or promotional activities,

Any respective Tracking Link shall be disabled and shall not be operative. In case of re-activation, the Publisher shall bear the responsibility of ensuring proper function of the link, Any termination shall not prejudice any outstanding or accrued obligations of the Publisher vis-à-vis to COMPANY,

Any authorization or powers of attorney or any rights granted by COMPANY to the Publisher shall be automatically terminated and withdrawn,An assignment, transfer and/or license of any intellectual property rights, including such rights relating to the Ad Materials, trademarks, logos etc. by one party to the other, shall be considered as automatically terminated and each party shall immediately cease the use of the Ad Materials and any such intellectual property rights of the other party and remove them overall from the Traffic Sources or from any other source and in general stop any use thereof,

Any users following a Successful Action shall remain registered with any Advertiser, irrespective of the termination of the agreement and/or any suspension,

The Publisher shall not receive any Commission payments from COMPANY and/or any Advertiser for any user that remains registered with any Advertiser or any Publisher Referrals,

The Publisher shall immediately return to COMPANY and delete all Ad Materials from their systems and any other documents, brochures, report and any other material in the Publisher's possession including but not limited to the registered domain names and/or any other information relating to the services provided hereunder.

Termination or any suspension, shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or suspension, including the right to claim damages, in respect of any breach of the agreement which existed at or before the date of termination or suspension.

RIGHT OF USE OF INFORMATION AND COPYRIGHT

COMPANY provides you with an opportunity to use the Advertising and Promotional Services. However, it retains all intellectual property rights in respect of such services, including without limitation to any Ad Materials. Some Advertising and Promotional Services may let you upload, submit, store, send, receive, or share your own content, and in this case, you provide with and grant to, COMPANY a non-exclusive and royalty-free license to use, as necessary and required in order to deliver such services. If you choose to upload or share your content, you guarantee that you have the necessary rights to do so and that the content is lawful.

COMPANY and each of the Advertisers, are the owners of all intellectual property rights on and throughout the Websites and/or the Advertiser's websites, respectively, as well as the material on it including any copyright, database right, and trademarks. Any such right not belonging to them, belongs to third parties and is protected by copyright laws and treaties around the world. All such rights are reserved.

All copyright, database rights, trademarks, and any other intellectual property rights of COMPANY and each of the Advertiser in the content of and/or throughout the COMPANY and/or Advertiser websites, belong to them respectively or a third party, including without limitation to licensors of the both of them.

The material and content on the Website (in whatever form it exists), may or may not be identified by a symbol and they include but are not limited to designs, photographs, graphics, drawings, text, etc. The lack of any such symbol should not be understood as meaning that the name, term, or data is not the intellectual property of either the COMPANY, the Advertiser or any third party or any licensor of COMPANY and/or the Advertiser (as the case may be).

The COMPANY brand name and the brand names of each of the Advertisers (in words or stylized forms) have been registered internationally.

The use of the brand name of the Advertisers and/or any trademarks or intellectual property right (as referred to in this clause), without COMPANY's express and written pre-approval, is strictly prohibited in all ways. Such prohibited acts include but are not limited to copying, duplicating, presenting in public, altering, advertising, broadcasting, selling, or delivering trademarks or intellectual property rights, inwhole or in part to any third parties, distributing, including by publishing on the internet, or making any commercial use of the trademarks/intellectual property rights, in whole or in part.

Any reference and/or use on COMPANY's Website or any Advertiser's websites, of trademarks and/or any intellectual property rights which are not owned by either of them but are owned by other third parties (Third Party IP) is fair since their use is limited to (a) descriptive and informative purposes and at no time as part of the Company's Services, and (b) the minimum necessary. Such Third-Party IPs are on the Website or any of the Advertisers' websites only for informative purposes, to provide a simple description of the service/goods of the particular third party and of the use of such services/goods by COMPANY and/or the Advertisers within the context and the purpose of performing its obligations under this Affiliate Agreement or the Rules for the provisions of their services.

The Publisher has full control for its actions and therefore acknowledges that it has and undertakes full responsibility for the content and nature of its actions and/or omissions in relation to any unauthorized use of COMPANY's or Advertiser's trademarks, intellectual property rights, and/or any Third-Party IPs including for any action in breach of this clause.

The Publisher undertakes at all times to indemnify, defend and hold harmless COMPANY and/or any Advertiser and their respective officers, employees and/or agents against any disputes, claims, expenses, losses that may arise both directly and/or indirectly, due to breach of this clause by the Publisher.

CONFIDENTIALITY AND PERSONAL DATA

We both agree to keep confidential and not to disclose to any third party any confidential information given by any one of us to the other under the Affiliate Agreement including without limitation all the communication, documentation or other information exchanged between us, both during the term of these Terms of Use as well as after its termination, except as permitted otherwise.

Each one of us may disclose the other's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising such party's rights or carrying out its obligations under or in connection with these Terms of Use. Each of us shall ensure that its employees, officers, representatives or advisers to whom it discloses the other's confidential information comply with this section; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Subject to this, each of COMPANY and Advertiser has the right, without prior notice to the Publisher, to disclose and/or consent to the disclosure of personal data (as defined in the Privacy Policy), including without limitation to the data provided under any KYC Procedure, any data connected to confidential information and/or details of the transactions of the Publisher (i) in order to comply with the requirements of the regulatory authorities of Gibraltar and/or of those of the Advertiser's country, and/or (ii) to its auditors/consultants, companies belonging to the group of companies to which the company belongs to, the company's partner companies, the Advertisers and/or to any other company which may be directly or indirectly controlled by the company for the purpose of facilitating the performance of the Advertising and Promotional Services, provided that they are informed and committed to the confidentiality of the information communicated. All of the Publisher's personal data shall be processed in strict accordance with the provisions of our Privacy Policy.

None of us shall use any of the other's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms of Use and any Rules (Permitted Purpose).

COMPANY shall deal with and/or process your personal data in accordance with the Privacy Policy.

NO GUARANTEE AND LIMITATION OF LIABILITY

Participants shall use the COMPANY services at their own risk. Services are provided as is. COMPANY does not accept responsibility, including for compliance of Services with the Participant's goals.

COMPANY does not guarantee and/or represent to any Participant that:

That the Advertising and Promotional Services or any part thereof comply and/or shall comply with the Participant's requirements,

That the Advertising and Promotional Services or any part thereof shall be provided and/or made available without interruptions, promptly, sustainably, and/or without errors,

Any results by use of the Advertising and Promotional Services, are accurate and/or are reliable and may be used for any purposes or in any capacity (for instance, for identification and/or verification of any facts),

The quality of any product, service, information, etc., received through the Advertising and Promotional Services will meet the Participant's expectations.

Any information and/or materials (including downloadable software, messages, any instructions and guidelines, etc.) that the Participant accesses through COMPANY Services may be used by the Participant at its own risk and the Participant shall be responsible for any potential consequences of the use of such information and/or materials, including any damage incurred, either directly or indirectly, to the Participant's computer or third parties, loss of information, or any other damage.

COMPANY shall not be liable for any losses (direct or indirect) resulting from the Participant's use of the

COMPANY Services or separate parts/functions of such services.

In the event of any claim against us, in relation to or in connection with these Terms of Use or any Rule, we reserve the right, at our sole discretion, to withhold wholly or partly any amount from the Commission, and such amount shall not be rendered payable, in order to offset any costs, suspected or anticipated costs associated with any potential or pending regulatory or legal actions.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES TO THE PUBLISHER OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST REVENUES, LOST DATA, LOST PROFITS OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY OUR NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. UNDER NO CIRCUMSTANCES WILL ANY FORECASTS BY US BE BINDING AS COMMITMENTS OR PROMISES BY US AND/OR GIVE RISE TO ANY LIABILITY. IN NO EVENT WILL WE OR OUR PARTNERS/CLIENTS TOTAL LIABILITY TO YOU OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED THE ONE (1) MONTH'S COMMISSION, FEES, PAYOUT AMOUNT AND/OR PAYMENT (CALCULATED AS THE AVERAGE MONTHLY COMMISSION EARNED BY YOU OVER THE PREVIOUS THREE (3) MONTHS) DURING ANY TWELVE (12) MONTHS PERIOD. THIS LIMITATION APPLIES DESPITE THE AMOUNT OF INJURIES CAUSED BY AND THE NUMBER OF SEPARATE OCCURRENCES OF LIABILITY DURING ANY TWELVE MONTH (12) PERIOD.

CHANGES OF THESE TERMS OF USE AND THE RULES

COMPANY reserves the right to unilaterally amend, from time to time, for any reason whatsoever all or part of these Terms of Use and/or any Rules, without obtaining your prior consent.

Without prejudice to the above, COMPANY may amend these Terms of Use and/or the Rules, where it considers that such amendments are required in order to comply with any legal obligation or anypublication by a regulatory authority of a competent jurisdiction. Such changes shall have immediate effect and shall not require your previous consent. COMPANY shall inform the Participant by written email, and such changes shall have effect upon delivery of the email.

If you do not agree with the amendments, you can terminate the Terms of Use as provided hereunder.

ASSIGNMENT

You shall not assign, transfer, subcontract or sublicense, in whole or in part, these Terms of Use or any of its rights or obligations without our prior written consent in each instance. Any attempt to assign these

Terms of Use other than as permitted above shall be considered void and invalid.

We may at any time assign, transfer, subcontract or sub-license, or deal in any other manner with, in whole or in par these Terms of Use or the Rules, or any of its rights or obligations hereunder determined.

NOTICES

Any notices under these Terms of Use shall be sent in writing to the email addresses designated in the COMPANY Account, or as otherwise designated from time to time. Any notice and/or documents, sent via email, will be deemed to have been received on the same business day if sent by during normal business hours of the recipient and if not sent during normal business hours, on the recipient's next business day.

NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

GOVERNING LAW AND JURISDICTION

These Terms of Use and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of Gibraltar.

Any dispute, controversy or claim arising out of or relating to the Terms of Use, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the laws of arbitration of Gibraltar, as amended from time to time, and the provisions of which are deemed to be incorporated herein by reference. The decision of Gibraltar arbitration shall be binding upon both parties. If the parties fail to agree on the appointment of an arbitrator within 7 clear days, then the competent authority of Gibraltar shall appoint the arbitrator.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be the capital of Gibraltar.

The language to be used in the arbitral proceedings shall be English.