These Terms of Service (“Agreement”) constitute a binding agreement between you (hereinafter referred to as the "Advertiser", “your”, “you”) and Yenisei Holdings Limited (hereinafter referred to as "Affmy", “we”, “us” or “our”), a Cyprus limited liability company, doing business as “Affmy.com” in connection with your use of and participation in the Affmy advertising program and your use of Affmy.com and the content, products and services offered through it.

1. 1. DEFINITIONS
   1. 1.1. “Ad(s) or Advertisement(s)” – means links, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, pop-ups, pop-unders and video advertisements or other creative materials or similar generated by Advertiser’s web-servers in response to a query from Affmy.
   2. 1.2. “Advertiser” – means you, a legal person who wishes to establish conditions/specifications for Ad(s)/Advertisement(s) that are necessary for the successful completion of Offers, and being a party that has decided to enter into this Agreement and to assign Affmy to provide services/Service in accordance with the terms and conditions of this Agreement.
   3. 1.3. “Advertiser Account” / “Account” –. your client file with us. Advertisers will not be able to self-manage ad campaigns through Advertiser’s account but instead all actions at Advertiser’s account will be executed by Affmy personnel according to the instructions of the Advertiser.
   4. 1.4. “Content” – means all ad content, related technology and tags provided by Advertisers that are subject to the Service under this Agreement.
   5. 1.5. “Affmy Affiliate Offer(s) (Offer or Offers)” – means Offers created and/or managed by Affmy as per the instructions of the Advertiser and available for Affiliates in the Affmy Network for promotions. Each Offer includes specifications relating to Ad(s)/Advertisement(s) that are to be used/linked/placed/displayed on the website(s)/Traffic source(s) of Affiliates. Each Offer is approved by the Advertiser and considered to be completed through the Qualified Actions of end user(s).
   6. 1.6. “Affmy Network” – means Affmy’s network offering the Service to the Advertiser, available at www.affmy.com, which includes Affiliates.
   7. 1.7. “Campaign” – means certain actions set up by Affmy according to the instructions of the Advertiser to increase traffic to the Advertiser or its partner website, sales and/or attracting new customers.
   8. 1.8. «Campaign Basis» - part of terms for the provision of the Service, which further stands for
      1. 1.8.1 CPL – cost-per-lead – fee calculation terms for every lead generated by the Service;
      2. 1.8.2 CPA – cost-per-action – fee calculation terms for every agreed action generated by the Service;
      3. 1.8.3 CPI – cost-per-installation - fee calculation terms for installation generated by the Service;
      4. 1.8.4 CPC – cost-per-click - fee calculation terms for user’s click on the Advertising generated by the Service; and
      5. 1.8.5 RevShare – fee calculation terms for sharing of revenue generated by the attracted user generated by the Service.
   9. 1.9 “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
   10. 1.10 “Effective Date” – means the date of adoption of the terms of this Agreement by the Advertiser or in the absence of its signature, the date when the Advertiser set up an Advertiser Account with Affmy.
   11. 1.11 “Hold Period – XX days” – a strict cut-off period during which all conversions have a “hold” status and, unless the Advertiser notify us of a fraud within this period by submitting a fraud report in accordance with the Agreement, change to “approved” status once the period elapses and no further fraud reports will ever be accepted for any purpose. Unless otherwise set out in an Insertion Order a “by default” hold period is 14 days.
   12. 1.12 «Insertion Order» - an order executed on the basis of the terms of this Agreement between the parties and which forms part of it. “Link” – means any link provided by the Advertiser to Affmy for the creation of the Offer and provision of the Services under this Agreement.
   13. 1.13 “Payment Terms – NET XX” – terms of payment where XX stands for a number of days the Advertiser has to pay our invoice.
2. 2. THE SERVICE
   1. 2.1. Affmy provides you an opportunity to participate in its Service/Program by instructing the creation and management of Ad Campaigns/Offers, approving such Offers before their placement on the Affmy Network. Affmy will monitor, track and report its Services in a manner and on a schedule as determined by Affmy.
   2. 2.2. In order to become an Advertiser, you must first accurately submit an application for an Affmy Advertiser Account at our website OR make the submission by contacting Affmy’s manager directly, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as Affmy’s Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Affmy reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Affmy’s sole discretion.
   3. 2.3. All of your shareholders, partners, officers and directors must be at least eighteen (18) years of age or any older legal age if their personal law requires it (“Age of Majority”). If at any time, Affmy discovers that any of your shareholders, partners, officers or directors are under the Age of Majority, the Advertiser's Account shall be terminated and the balance, if any, will be forfeited as partial damages for violation(s) of the terms and services of the Agreement.
   4. 2.4. By filing your Account application or registering as an Advertiser you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of Affmy, including, but not limited to the Privacy Policy, any other policies as may be available on affmy.com from time to time, and any other published at our website concerning the Services, and confirm that you are a duly authorized signatory, have full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
   5. 2.5. You may not transfer your account to anyone without explicit written permission of Affmy and you may not use anyone else’s account at any time. Affmy cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. In case of a breach your Account may be terminated and the balance, if any, will be forfeited as partial damages for violation(s) of the terms and services of the Agreement.
   6. 2.6. You agree not to use the Advertiser’s Account for any purpose that is unlawful or prohibited by this Agreement. You also agree not to operate from a country, state, province or territory in which the distribution and/or sale of adult material is forbidden. If the only and/or any account of the Advertiser is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Advertiser understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
   7. 2.7. You must not use any content which is illegal, infringes the intellectual property or personal rights of any third party or contains or links to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities, contains profanity or otherwise contains materials that we or consider, but not obliged to review of verify, to be unacceptable, or damaging to the reputation of us, or any third party in our sole discretion, including but not limited to:
      1. pornography, adult or mature content;
      2. illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc);
      3. hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
      4. violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
      5. illegal substance and/or promotion of illegal substance;
      6. drugs or any related paraphernalia;
      7. adware, malware, viruses, phishing;
      8. creatives should not contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading Ads and/or other materials, providing false info to the user;
      9. purchase of weapons/military equipment;
      10. false or deceptive investment advice, and others;
      11. fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
      12. intellectual property rights (branch name, trademarks, logo, etc);
      13. Investment, money-making opportunities or advice not permitted under law;
      14. material that defames, abuses, or threatens physical harm to others;
      15. software pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.), hacking or Phreaking, spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
      16. Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
      17. where there is knowledge or suspicion of money laundering or terrorist financing;
      18. where it is known or there are reasonable grounds for suspicion that a criminal offense has taken place;
      19. where the Advertiser or any of the Advertisers associated parties are subject to any sanctions measures;
      20. where the Advertiser is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
      21. producers/Advertisers of racist/pornographic/pressure group material or extreme political propaganda;
      22. regulated entities that do not have the appropriate licensing;
      23. political organizations; or

      Any illegal activity whatsoever or any other inappropriate activity or content as determined by us in our sole discretion.

      Advertiser acknowledges and accepts that Affmy may stop a Service/Offer/Campaign immediately in case the Advertiser provides inappropriate content as described in this clause.

      In case where advertisements contain such content, Affmy reserves the right to withhold any payment due to you, withhold account balance and any other amount and/or submit an legal action against the Advertiser and/or set a financial penalty, based on the damages caused to Affmy. Advertiser will defend, indemnify and hold Affmy or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.

   8. 2.8. If the Advertiser provides software for Campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under present Agreement. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.
   9. 2.9. In order to be eligible to become an Advertiser of software or other application (API), your software or application (API) must meet the following criteria:
      1. not to generate or facilitate unsolicited bulk commercial email;
      2. not to violate, or encourage the violation of, the legal rights of others;
      3. not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
      4. not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
      5. it must not alter, disable, interfere with or circumvent any aspect of the software of third parties or Advertisement Services particularly.
   10. 2.10. Advertiser will make all reasonable efforts to prevent unauthorized use of its product and to terminate any unauthorized use. Advertiser will promptly notify Affmy of any unauthorized use of, or access to, the product of which it becomes aware.
   11. 2.11. Affmy may, but is not obliged to, view the Links for the presence of prohibited Content and may remove or move (without warning) any Content or Advertisers in its sole discretion, for any reason or no reason, including without limitation the movement or removal of Content that, in the personal opinion of Affmy, violates this Agreement, and/or may violate the rights, harm or threaten the safety of other Advertisers, Affiliates or third parties.
   12. 2.12. Advertiser must not use any tool and/or inventory and/or campaign preferences available for him through for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. Advertiser understands and agrees that such tools and/or inventories and/or campaign preferences are only provided to the Advertiser in good faith and that Affmy is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
   13. 2.13. There is only one method of using the Service available – Management Service. Management Service assumes that assistance of using the Services and Program shall be provided by Affmy personnel officers. Advertiser must contact an Affmy manager in order to commence the operation, management of the Advertiser’s account/Ad Campaign. Affmy personnel will be executing your requests in relation to the creation and management of your Ad Campaigns, however, all the actions or modifications made through your account shall be deemed made solely by you. Affmy will then, based on your agreed Ad Campaigns, create a final Offer for you to check and approve/accept. The said approved Offer will be uploaded in Affmy Network for promotion purposes by Affiliates only upon your approval/acceptance.
   14. 2.14. All support and/or assistance and/or service provided to Advertiser by Affmy is intended to be and must be considered by the Advertiser as mere information. No information and/or support and/or assistance and/or service provided during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. Affmy does not take into account your personal objectives or financial situation. Affmy makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any Affmy officers and/or any other Affmy personnel. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of Affmy. No communication whatsoever must be reproduced or further distributed without the prior permission of Affmy.
   15. 2.15. In order for any communication between the Advertiser and Affmy and/or Affmy officers and/or any other Affmy personnel and/or employee to be deemed as information provided by Affmy as part of the Provision of Affmy Services to the Advertiser, must be contacted through the authorized channels of Affmy, through an email registered with Affmy and messengers which we can agree using the registered email . Any information provided through any other means of communication must not in any way be considered as information provided by Affmy officers and/or any other Affmy personnel and/or employee as part of the Provision of Affmy Services to the Advertiser and/or during the use of the Service. Affmy and Advertiser both consider all such other means of communication as unauthorized channels of communication and agree that Affmy shall bear no responsibility whatsoever for any information provided through them.
   16. 2.16. Affmy will monitor, track and report an agreed/approved/accepted Ad Campaign/Offer. Affmy will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. Affmy will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement. However, Affmy does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any Affmy Network. Affmy requires at least a 48-hour period before any Campaign may be changed and/or stopped so any request to that effect shall be made with a view of this period.
   17. 2.17. Affmy reserves the right at any time to change the design of its Affmy Network, website, application, its Content, list of Services, modify or supplement the scripts, software and other objects used or stored on the Network/Program, any server applications at any time with or without prior notice. Affmy has the right to send the Advertiser information about the development of the Network/Program and its Services, as well as to advertise its own activities and Services.
3. 3. PLACEMENT OF ADS
   1. 3.1. Advertiser shall submit Contents for all Ads types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Affmy.
   2. 3.2. Unless otherwise agreed in writing, the positioning of Ads on an Affmy Network is at Affmy’s sole discretion.
   3. 3.3. In any case the creatives of the Advertiser do not meet the criteria/requirements set by Affmy in any way, Affmy may at its own discretion and at any time cancel/suspend/stop/terminate the Ad Campaign concerned and terminate the present Agreement and withhold any and all remuneration and/or account balance of the Advertiser and claim damages.
   4. 3.4. Advertiser acknowledges and agrees that Affmy may, at its own discretion, offer pre-lander creatives to its Affiliates. Such pre-lander creatives are subject to pre-approval by the Advertiser.
   5. 3.5. If Advertiser asks Affmy for a modification of a campaign or any element of the campaign (including without limitation through an authorization for Affmy to optimize campaigns generally), before an Offer is created and/or launched, Affmy will be able to carry out such modification. If however an Offer is created and/or launched, any modification and/or posing and/or stop request may only be carried out by Affmy within 48 hours upon such request. If an Ad Campaign is finalized and/or an Offer is approved by the Advertiser, then Advertiser will only have fourteen (14) days’ time limit to raise any possible issues in relation to the said Campaign/Offer. Upon the expiry of the fourteen (14) days’ time limit the Advertiser will not be able to argue on the said Campaign/Offer for any probable reason and Affmy will not be obligated to act in any way to solve such issue raised nor be responsible/liable for taking no action at all.
   6. 3.6. The parties must agree in writing on the KPIs and conversion details of an ad campaign before the said ad campaign is launched. If such KPIs and conversion details are not pre-defined accordingly, Advertiser automatically dismisses/rejects any and all the rights may have in relation to any alleged and/or later defined KPIs and conversion details, including the right to deny any and/or all payment.
   7. 3.7. Affmy does not check/control and Advertiser is solely responsible for all: (i) Contents generated by or for Advertiser; (ii) Links provided by the Advertiser; (iii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs; and/or (iv) Advertiser’s services. Advertiser has the sole responsibility/liability in relation to all such content, links, properties, services. Advertiser understands and agrees that is the sole responsible person for the technical condition of the Links provided under this Agreement. Advertiser must immediately notify Affmy in relation to any possible and/or actual non-operation of the Links, otherwise Advertiser will be fully responsible for any and all damages/harm/loss suffered by Affmy and/or its affiliates in relation to such non-operational Links and Affmy may terminate this Agreement and/or take any other possible legal action against the Advertiser accordingly.
   8. 3.8. By submitting Content to Affmy Network, the Advertiser transfers to Affmy the right to delete copies of such submitted Content in order to streamline and facilitate its storage and publication on the Network/Platforms and also the Advertiser automatically grants Affmy a non-exclusive right to use it by copying, public performance, reproduction, processing, translation and distribution for the purposes of the Service or in connection with it, including for promotion/publication purposes. For these purposes, Affmy may make derivative works or insert the Advertiser’s Content as part of the relevant collections, perform other actions that serve to achieve these goals.
   9. 3.9. If the Advertiser deletes its Content from Affmy Network, Affmy has the right to keep archive copies of the Advertiser Content for an indefinite period.
4. 4. ONLINE REPORTS, FEES AND PAYMENT
   1. 4.1. All statistics for the purposes of billing and general delivery reporting are based on Affmy’s reporting system. Use of the Service shall be carried out on a monthly basis. For the purpose of the present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”). Rates are provided by the Advertiser and may be changed during the campaign launching by submitting a written request directly to his/its Affmy account manager or [email protected].
   2. 4.2. Advertiser must at all times and by all means constantly monitor the quality of the traffic it receives through the Services offered by Affmy and report to/inform Affmy, in writing, about any and all low traffic quality within 7 days since the receipt of such low quality traffic. Advertiser understands and agrees that all reported low quality traffic will be investigated by Affmy and that only Affmy at its own discretion will decide/determine whether such traffic is indeed of low quality or not, upon sufficient proof.
   3. 4.3. Advertiser agrees to pay in full at least for: a) all low quality traffic, unless Affmy did not timely satisfied your request to stop it, b) any fraud and unreported fraud traffic after the Hold Period, c) all reported low quality traffic which according to the Publisher is not decided/determined/proved to be of low quality and d) all post back conversions.
   4. 4.4. In the event that Advertiser believes that there is a discrepancy in Affmy’s reporting system (stats) for Reporting Period, Advertiser must provide Affmy with a reasoned report of such discrepancy within three (3) calendar days from receipt of Affmy’s server reports in relevant Reporting Period. Otherwise, Affmy shall not be liable for such discrepancy, services shall be deemed rendered, and will calculate earnings on the basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Affmy reporting system shall prevail.
   5. 4.5. Affmy provides the ability to perform payments by using payment service providers. Advertiser shall have the right to select any payment service provider available. You agree that Affmy is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to Affmy include the above-mentioned fees and commission, if applicable.
   6. 4.6. Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on Affmy income. Advertiser shall indemnify Affmy against all losses suffered or incurred by Affmy arising out of or in connection with any payment made to Affmy.
   7. 4.7. Advertiser shall set up all spending limitations and budget (fixed or unlimited) with Affmy officer to run Ads Campaign. So Advertiser has to control spending of advertising budget and undertakes to inform Affmy in written about further actions to optimize such campaign. You shall pay for Services on the base of the invoices, issued by Affmy, post payment.
   8. 4.8. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Affmy may be shared by Affmy with companies who work on Affmy’ behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Affmy and serving customers account. Affmy shall not be liable for any use or disclosure of such information by such third parties.
   9. 4.9. Advertiser shall be responsible for any pricing, bid, Ad unit values, bidding terms, Account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad unit served), and shall be liable for any payments due in connection with the completed transaction.
   10. 4.10. Advertiser acknowledges that all executed transactions are final and notification of Buyer Errors must be reported by the Advertiser within 24 hours.
   11. 4.11. Affmy requires at least a 48-hour period before any Campaign may be changed and/or stopped so any request to that effect shall be made with a view of this period.
   12. 4.12. Affmy reserves the right to discontinue Service, withhold any payment at any time and terminate the present Agreement without liability to Advertiser in case of material breach of this Agreement by the Advertiser or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any restricted or prohibited activity or actions of this Agreement shall be deemed a material breach of this Agreement.
   13. 4.13. In case of any fraud report within the Hold Period the Advertiser must provide Affmy with at least following verifiable and sensible data: Click ID, date of action and apparent reason for the decline, and any other information Affmy may reasonably request to verify the report.
   14. 4.14. Affmy reserves the right to discontinue or suspend the Service in case of any overdue amount owed by Advertiser.
   15. 4.15. All and any fees and expenses payable pursuant to this Agreement must be paid together with value added tax (if any) properly chargeable thereon.
   16. 4.16. Any Advertiser residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for all tax purposes. The Advertiser expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Advertiser will hold Affmy harmless from any of the direct or indirect loss or damages. The Advertiser hereby confirms that another VAT invoice won’t be issued. Parties hereby agree to notify each other if they: change their VAT registration number; cease to be VAT registered; sell their business, or part of their business; to notify each other about any changes in their payment details.
   17. 4.17. Any late payment by Advertiser shall attract a default interest of [5% p.a.] calculated on a daily basis.
5. 5. REFUND POLICY
   1. 5.1. Refund could be applied only upon written request, containing reasons for your refund, directly to your Affmy account manager or [email protected] in case Ad campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Affmy’s officer. Please note that any request of any nature to Affmy may only be viewed and processed within Affmy’s standard working hours.
   2. 5.2. Refund will be made in the amount of unused funds. Amount must be calculated based on Affmy’s reporting system.
   3. 5.3. Refund shall be applied only to the actual payments made by the Advertiser to Affmy. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of Affmy are non-refundable in any case and subject to the terms and conditions of such programs.
   4. 5.4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
   5. 5.5. Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if you have remained in compliance with this Agreement. After Advertiser makes a second deposit at Advertiser Account (itself or via manager), a refund will only be issued for a balance of more than $200 US Dollars and a processing fee of 10% will be deducted from such refund.
   6. 5.6. The refund may be credited back to the same payment method and same account that was used to make the payment.
   7. 5.7. The refund request will be processed within 5 business days from the date the request was received.
   8. 5.8. Refund is not acceptable in case the Advertiser breaches terms and conditions of present Agreement or other terms agreed by the parties.
6. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS
   1. 6.1. You represent, warrant and covenant the following:
      1. you have legal right and ability to enter into this binding Agreement and use the Services and this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
      2. during the term of this Agreement and for a period of six (6) months thereafter, you will not seek, in any way, to undermine the goodwill of Affmy, and in particular, you will not, directly or indirectly: (a) solicit or entice or attempt to solicit or entice, work away from Affmy; (b) solicit or entice or attempt to solicit or entice any of the employees of Affmy to enter into employment service a competitor of Affmy; or (c) directly or indirectly enter into any agreement or contract, written or otherwise, with any party or otherwise provide services to any third party for the ultimate benefit of the party which might, in the opinion of Affmy, compete with any services provided by Affmy to that party;
      3. you are not a party to any agreement or business relationship which may conflict with this Agreement;
      4. all information submitted by you is true and accurate complete without omissions of necessary information, current and kept up to date;
      5. you are at least 18 years old and the Age of Majority and legal consent in the jurisdiction where you live or reside;
      6. you will, at all times, comply with all laws applicable in the jurisdiction where you live, reside or do business;
      7. you must strictly comply with all applicable laws, including but not limited to GDPR, Regulation (EU) 2016/679 and also with the Cyprus Law 125(I)/2018;
      8. all materials used by you or otherwise used in connection with the Service (a) are not illegal, (b) do not infringe upon the intellectual property or personal rights of any third party and (c) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities, contains profanity or otherwise contains materials that we or any party (acting through us or directly) informs you that it considers to be unacceptable, or damaging to the reputation of us, or any party acting in our sole discretion.
   2. 6.2. You hereby agree to indemnify, defend and hold harmless Affmy, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Affmy (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim or threatened claim that the use of your trademarks or content infringes the rights of any third party; (b) the breach of any obligation, promise, covenant, representation or warranty made by you under this Agreement; or (c) or any other claim related to your use of the Service;
   3. 6.3. You will be responsible for all use of its username and password even if such use was conducted without your authority or permission;
   4. 6.4. You will make every effort to uphold the highest ethical and commercial standards. If Affmy requests any action in any context that harms the goodwill or reputation of Affmy, you will promptly comply with such request.
   5. 6.5. You hereby agree not to use Affmy’ system interface, available to you in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party.
   6. 6.6. You must not use automated tools, including robots, scripts, or spiders, for generation of the inquiries or gather information from the interface of the Affmy Network.
   7. 6.7. Hereby you warrant that you will not use the Affmy Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.
   8. 6.8. You must not modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in Affmy Network, Services or programs. You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service.
   9. 6.9. Hereby you represent and warrant to provide Affmy with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
   10. 6.10. You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Affmy in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.
7. 7. FRAUDULENT ACTIVITY
   1. 7.1. YOU SHALL NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER. You are expressly prohibited from using any means, program, tools, devices or arrangements and/or the Services provided to commit fraud, violate any applicable law, interfere with other parties or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Affmy Service. You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page and you are forbidden from using any preference/method resulting to the re-direction of the user to your landing page when such user has at least once previously chosen through a certain action to leave your page. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Affmy shall make all determinations about fraudulent activity in its sole discretion.
   2. 7.2. If Advertiser is suspected in any fraudulent activity Affmy shall have the right to stop your participation in the Service and/or in all or any Offers, ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation.
8. 8. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY
   1. 8.1. IN NO EVENT SHALL AFFMY BE LIABLE FOR ANY DAMAGES OF ANY KIND AND EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY IN RELATION TO ANY CLAIMS ARISING FROM AND/OR IN RELATION TO YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM CREATIVE/ AD TECH/TOOL, ADS, CAMPAIGNS, CONTENTS, OFFER AND/OR OF YOUR ACCEPTANCE OF ANY OFFER AND/OR USE/LINK/PLACEMENT/DISPLAY OF ANY AD ON ANY MEDIA, AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO PROVIDE THE SERVICE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF AFFMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Affmy IS ONLY OFFERING THE SEVICE, AFFMY IS ONLY AN INTERMEDIARY NETWORK FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND AFFILIATES THROUGH ITS SERVICE AND OFFERS. THE INFORMATION, OFFERS, ADS, CONTENT CAMPAIGNS AND OTHER AFFMY SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFFMY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, OFFERS, ADS AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY AFFMY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AFFMY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR AFFMY WEBSITE OR OTHER INFORMATION PROVIDED BY AFFMY IS ACCURATE, COMPLETE OR CURRENT NOR THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY SECURE AND/OR FREE OF SOFTWARE ERRORS. Affmy furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, Campaigns or Contents on any websites such as, including but not limited to, streaming sites, file sharing sites, and sites with adult content.
9. 9. ASSIGNMENT, GOVERNING LAW AND JURISDICTION
   1. 9.1. Affmy may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Affmy, which shall not be unreasonably withheld.
   2. 9.2. This Agreement shall be governed by and construed in accordance with the laws of Republic of Cyprus without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate court located in Republic of Cyprus at the place of Affmy. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.
10. 10. SEVERABILITY
    1. 10.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
    2. 10.2. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Affmy Service and to access our Network/Program and Service only in accordance with the terms and conditions of this Agreement.
    3. 10.3. You may not alter, modify, manipulate or create derivative works of Affmy, Affmy ‘ Network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to Affmy in any way, penetrate the software in order to obtain program codes, sell, assign, lease, transfer to third parties in any other form of rights in respect of the software Services provided to you and other Advertisers and/or Affiliates under this Agreement, as well as modify the Services, including for the purpose of obtaining unauthorized access to them. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Affmy trademarks, Service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Affmy without compensation. All rights not expressly granted in this Agreement are reserved by Affmy.
    4. 10.4. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.
    5. 10.5. ALL THE PARTIES HEREBY AGREE THAT AFFMY DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, AD CONTENT OF ADVERTISERS AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
11. 11. TERMINATION
    1. 11.1. This Agreement shall commence on the date of our approval of your Account and shall continue thereafter until terminated as provided herein.
    2. 11.2. Either party may terminate this Agreement at any time, by giving the other party five (5) working days prior written notice of termination. Notice by e-mail is considered sufficient notice to terminate this Agreement.
    3. 11.3. Upon termination, any and all licenses provided to Affiliate under this Agreement shall immediately cease.
    4. 11.4. We reserve the right to terminate any Account that has been inactive for more 12 consecutive months, all amounts owed will be forfeited upon termination due to inactivity.
    5. 11.5. Affmy may terminate your Account and access or suspend access to all or part of the Service, without notice, for any conduct that Affmy, in its sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service providers, or Affmy.
    6. 11.6. The initial term would be eighteen (18) months and would automatically renew for another twelve (12) month period, unless terminated by either party after the initial term.
12. 12. CONFIDENTIALITY
    1. 12.1. "Confidential Information" shall be defined as any information, oral or written, treated as confidential that relates to either party's (or, if either party is bound to protect the confidentiality of any other persons information, such other persons) past, present or future research, development or business activities, including any unannounced product(s) and service(s) and including any information relating to services, trade secrets, intellectual property, developments, designs, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections.
    2. 12.2. Confidential information shall also include the terms of this Agreement and any applicable IO, any date, idea, technology, know-how, inventions, algorithms, process, technique, program, computer software, computer code, and related documentation, work-in-progress, future development, engineering, distribution, manufacturing, marketing, business, technical, financial or personal matter relating to any actor or actress present or future products, sales, customers, employees, opportunities, markets or business in graphic text or electronic or any other form, that is treated as confidential by either party.
    3. 12.3. Individual payout amounts, agreed campaign rates, as well as other advertising campaign details are subject to change and must remain strictly confidential; no public display of commissions will be tolerated, such display will equate to a breach of the confidentiality provisions of this Agreement.
    4. 12.4. You agree that it shall not disclose any Confidential Information to any third party and shall not use Confidential information for any purpose other than performance of the rights and obligations under this Agreement. You shall also take all and any reasonable precautions to prevent any unauthorized disclosure of Confidential Information.
13. 13. MISCELLANEOUS
    1. 13.1. This Agreement contains the sole and entire agreement and understanding between the parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
    2. 13.2. Affmy reserves the right to change, amend or altered this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted at Affmy.com. It is your sole responsibility to keep themselves informed of any such changes or amendments. Modifications may include, but are not limited to, changes in the scope of available payment programs, commission fees, commission schedules, payment procedures, and the rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Service will constitute binding acceptance of the change and shall constitute confirmation of your acknowledgement and assent to any such modifications.
    3. 13.3. No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
    4. 13.4. In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
    5. 13.5. Affmy shall not be liable for any losses due to server downtime, net congestions and any and all similar and like occurrences or difficulties.
    6. 13.6. Affiliate acknowledges and agrees that Affmy shall have the right to revoke your status without notice and terminate the account and retain all monies due to you as partial damages for violation(s) of the terms and conditions of the Agreement if in Affmy’s sole and unfettered discretion, you have violated any of the terms of this Agreement.
    7. 13.7. Any formal and official exchange in respect of this Agreement, including claims, reports, party’s details etc., and Campaign shall be made using official emails of the parties set out in the Insertion Order with a copy to any agreed messenger the parties have agreed to use for any operative matters.
    8. 13.8. In case the Insertion Order and this Agreement have discrepancies then the Insertion Order shall prevail.