These MobX Network Partner Terms and Conditions govern the terms of your participation as a Partner in our Advertising Program, and constitute your legal agreement with us.

After you submit an application for the participation in Advertising Program you affirm and acknowledge that you have read these Terms in its entirety, you expressly consent to these Terms, and a legally binding agreement on these Terms is concluded between you and us.

If you are accessing these Terms on behalf of a business entity, by doing so, you represent that you have the legal capacity and authority to bind such business entity to these Terms.

By accepting these Terms, you agree that our Privacy Policy as it exists at any relevant time, shall be applicable to you.

1. DEFINITIONS

“Terms” means these MobX Network Partner Terms and Conditions.

“MobX Network”, “we”, “us” means Shark Games GmbH., a Swiss corporation, registered number CHE391.563.103, the owner and the operator of MobX Network Advertising Program.

“Advertising Program” means our website and proprietary web-based and affiliate advertising platform, accessible at http://mobxnetwork.com or any other website or mobile application provided by us, through which Advertising Program is available and provided, including their sub-domains, programming code, related technologies, knowhows, databases and design.

“Partner”, “you” means a legal entity or individual approved by MobX Network and using Advertising Program and its functionality as an Ads distributor.

“Media" means websites, social media groups, accounts or channels owned, controlled or operated by you; and/or email campaigns, social media campaigns or search engine advertising campaigns (Google AdWords, Yandex.Direct) run by you.

“Tracking URL” means a unique URL which serves to identify you as a participant of Advertising Program and is used to establish a link between your Media and the Action.

“Creatives” means graphic and textual materials and/or other creative materials promoting Advertiser and/or its mobile application, which you may display on your Media.

“Advertiser” means a legal entity or individual using the MobX Network Advertising Program and its functionality as an advertiser and who has placed an Offer(s) through Advertising Program.

“Offer” means terms and conditions set out by Advertiser for each advertising campaign, which are binding on you for as long as you distribute the Ads in promotions of such campaign(s).

“Ad”, “Ads” means a banner, text, post or any other type of online advertisement that includes Creatives, contains a link to the Advertiser’s landing page or Advertiser’s other destination, including Tracking URL, and is distributed by you through Media.

“CPA” means an advertising model known as “Cost per action”, “Cost per lead”, “Cost per user”, “Cost per install” and/or “Cost per sale”.

“Action” means an act or event (sales, downloads, registrations, etc.) that triggers Advertiser’s payment obligation and our subsequent payment obligation (both subject to all eligibility criteria and other provisions of these Terms).

“Marks” means trademarks, service marks, brand names and other designations of Advertiser or of its goods or services.

2. ENROLLMENT IN ADVERTISING PROGRAM AND YOUR ACCOUNT WITH US

In order to become a Partner and to participate in the Advertising Program you should submit an application and to register for an Account with us

You may apply only if you are 18 years of age or over (or such other higher minimum legal age in your country) and it is legal for you to do so according to the laws that apply in your country. It is your sole responsibility to ensure that at all times you comply with the laws that govern you and that you have the complete legal right to participate in the Advertising Program.

You can open an Account with us by entering your valid email address and login name, which will become your Account name, and choosing password (collectively - “Login Details”), and other information such as your:

• first and last name,
• company name (for legal entities),
• address,
• country of residence, and
• Skype ID and/or phone number.

You shall ensure that information provided at registration is always accurate and kept up to date.

After we review your application, we will notify you of your acceptance or rejection to the Advertising Program. We may accept or reject your application at our sole discretion for any reason. You hereby waive any claims related to rejection of your application.

You may be able to change information you have provided at registration by editing your Account preferences or contacting us.

You must not disclose your Login Details to anyone and allow anyone else to use it. You are responsible for the security of your Login Details.

Everyone who identifies themselves by entering correct Login Details is assumed by us to be the rightful Account holder and all transactions where Login Details have been entered correctly will be regarded as valid.

You may not create multiple Accounts. We may terminate any duplicate accounts at any time and withhold unpaid amounts.

3. VERIFICATION

The name on your Account with us must match your true and legal name and identity, and must match the name on the payment accounts used to withdraw monies.

To verify your identity, we may request at any time:

• satisfactory proof of identity (including but not limited to copies of a valid passport/identity card and/or any payment cards used), and
• satisfactory proof of address (including but not limited to a recent utility bill or bank statement)

In the event you are a corporate entity, you may be requested to provide your formation documents and information sufficient for us to determine the corporate or business entity’s identity, and the authority of your business representative to act on its behalf, as well as the business representative’s identity.

If you do not supply such documentation to us we may suspend or terminate your Account and we may withhold the account balance until you supply such documentation and our verification process is completed satisfactorily.

4. OFFERS

Subject to the terms, limitations and conditions herein, we provide you with an access to Advertiser’s Offers. The terms and conditions of each Offer you have taken are binding on you. An Offer may include:

• Campaign Term;
• Targeting (e.g. demographic (gender, age) and/or geographic targeting) and trafficking (e.g. retention rate) metrics
• Campaign budget;
• Terms of use of Creatives;
• Definition of an Action and its pricing;
• Payment terms;
• Restrictions to specific promotional methods or Media, and/or to Ads;
• Any other terms, requirements and restrictions determined by the parties.

In case of conflict of these Terms and the applicable Offer, the terms and conditions of the Offer shall prevail.

You breach of any terms and conditions of an Offer constitutes your breach of these Terms.

You agree to work in full transparency with us and Advertisers, and agree to provide us and Advertisers with all applicable information regarding your activities, including without limitation, the promotional methods you use in order to promote and direct traffic to Media and/or to Ads. You acknowledge and agree that Advertisers, which Offers you have taken shall be entitled to approach you directly and require that you provide them with the necessary information.

5. CREATIVES AND TRACKING URLS

We will make available to you your Tracking URLs and may provide you with resources, guidelines, support and Creatives, which can be integrated into Ads and which you may display through Media subject to terms and conditions of these Terms.

We grant you a nonexclusive, nontransferable, revocable right to place Tracking URLs and Creatives on your Ads and Media in accordance with these Terms and to identify your Media as a participant in Advertising Program, solely for the purpose of promoting the Advertisers during the term of your participation in Advertising Program.

You may not alter, modify, manipulate or create derivative works of the Creatives or any our or Advertisers’ graphics, creative, copy or other materials owned by, or licensed to us or to Advertisers in any way. You are only entitled to use these materials, in accordance with these Terms and to the extent that you are a member of Advertising Program in good standing.

You may not modify Tracking URLs and Creatives, unless you have received prior written consent from us to do so.

In the event that we determine that your use of Tracking URLs and Creatives is not in compliance with these Terms, we shall be entitled to take such measures as to make Tracking URLs used by you inactive and require you to immediately stop distributing Ads containing Creatives.

We may change, suspend, alter, modify or discontinue any aspect of Tracking URLs and Creatives. You agree to promptly implement any request from us to remove, alter or modify Tracking URLs and Creatives that is being used by you as part of Advertising Program.

6. MEDIA; DISTRIBUTION OF ADS BY YOU

You must first submit to us for review and approval Media you will be using and proposed Creatives (if such materials are not provided by us). We will notify you if Media and/or proposed Creatives have been approved for use or rejected as inappropriate.

We have the right in our sole discretion to monitor Media you use at any time and from time to time to determine if you are in compliance with these Terms.

If you wish to place Tracking URLs and Creatives within media or on sites other than approved Media you must request and receive our prior permission for the placement of Tracking URLs and Creatives on such alternative media or sites. If permission is granted, such alternative media or sites shall then become Media for the purposes of these Terms.

You accept that all your costs in connection with your activity under these Terms shall be borne solely by you and we shall under no circumstances participate in such costs.

Media (including any of their content), Creatives (if such materials are not provided by us or have been modified by you upon our approval according to these Terms) and Ads shall not at any time:

• violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
• display, contain or link to any material which is harmful, threatening, defamatory, abusive, hateful, obscene, sexually explicit, harassing, libelous, slanderous, injurious, promote violence, promote discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promote illegal activities, contain profanity or otherwise contain materials that we inform you that it is considered objectionable;
• make any representations, warranties or other statements concerning Advertiser or any of its products or services, unless otherwise is directly set out in the applicable Offer;
• provide inaccurate information about Advertiser’s Marks, goods and services;
• compare Advertiser’s Marks, goods and services to competitor's Marks, goods and services;
• contain misleading information;
• refer to a person in any manner, including by using voice, images or pictorial representations of a person, unless prior written consent has been obtained from this person;
• contain pop-ups, click-under and pop-under ads (unless otherwise is set out in an applicable Offer);
• display fake errors or warnings to induce user action, including, for instance, warnings about viruses, missing codecs, and corrupt disks;
• be abusive or fraudulent;
• be likely to deceive the public;
• be incentive based (related to promotions and/or incentives rewarding users for spending time on such Media, clicking on Ads or taking Actions);
• involve content locking (unless otherwise is set out in an applicable Offer);
• be otherwise illegal, violate the rights of any third party or infringe upon any applicable law, including, but not limited to advertising laws and regulations of the country of your location and/or of the countries where Ads are distributed.

You must have express permission:

• to use third-party copyrighted or other proprietary material on Media, Ads or as Creatives (if such materials are not provided by us), and
• to use any name, image, likeness, or other aspects of an identity of other individual (e.g. photographs or images of other people).

We will not be responsible if you use third-party copyrighted or other proprietary material, or infringe on right of publicity or personality rights in violation of the law.

You will not use any unsolicited or spam email to distribute Ads and you will ensure that Media and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and comply at all times with applicable anti-spam laws. Any emails that are distributed by you, directly or indirectly shall:

• not be directed at people who have not consented to receiving promotional messages from you;
• identify the source; or
• provide the recipient with an option to easily remove them from receiving future mailings or promotions.

You shall either use email templates provided by us or you shall submit the final version of your email to us for approval prior to sending emails containing Tracking URLs, Creatives or Ads.

You shall not use SMS (text messages) in the process of distributing Ads, unless otherwise is set out in an applicable Offer.

You shall not distribute Ads by posting messages on newsgroups, chat-boards and other types of online forums.

You shall not distribute Ads over mobile advertising networks unless otherwise is permitted by an applicable Offer.

You shall refrain from keyword advertising with Internet search engines by bidding on keywords referring to Advertiser’s Marks, including but not limited to Marks spelled in any possible way (including with typos, spaces, signs, symbols, in any other way or in other languages).

We may request you to stop distributing any and all Ads or through specific Media or through any distribution method deemed by us questionable. Once we send you such request we will have no obligation to pay you for any Actions associated with the subject of our request.

We may update the list of prohibited Media or distribution channels and sources from time to time, in our sole discretion. All such Media shall be blocked from distribution by you immediately.

Your breach of the foregoing provisions under this Section, including, but not limited to a misuse of Creatives or use of Creatives not approved by us, will constitute a breach of these Terms, and we retain full authority to terminate these Terms immediately and retain for our own account any payment arising as a result of such activities that would otherwise have accrued to your benefit.

7. ACTIONS AND NON-QUALIFIED ACTIONS

Action occurs when a bona fide user completes particular action following Ad as required by the Offer, and is not later determined to be fraudulent, incomplete, duplicate or Non-Qualified in any other manner.

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Partners or falsify information in connection with Tracking URLs, or the generation of Actions. We shall make all determinations about fraudulent activity in our sole discretion.

We shall have no obligation to pay for Actions which are “Non-Qualified” as determined by our tracking systems. Actions are considered as Non-Qualified if, in particular, they:

• Do not comply with any terms of the Offer or have not met the prerequisites set forth in the applicable Offer (e.g. leads that are not from the targeted location, leads that are of a younger age as determined by Advertiser, etc.);
• Are rejected by Advertiser;
• Are related to closed or expired Offers;
• Are generated via automated crawlers, robots, scripts, automated redirects, spiders, software, scrapers or other mechanical, artificial or fraudulent means used to increase the number of Actions;
• Come as a result of taking an Action by a person who has not been seeking to legitimately use advertised goods or services (e.g., has been paid or otherwise motivated to take an Action) or as a result of any other incentive such as cash, credits or loyalty points or any other use of deceptive methods to encourage user to click on an Ad and/or to take Actions;
• Come as a result of Actions that involve duplicate lead, sale or other Actions, use of fraudulent information, expired authorizations, non-sufficient funds, bank processing errors, duplicate billing, identity theft and credit card fraud;
• Come as a result of an offline promotion or in any other offline manner (e.g., in any desktop applications, printed material, mailing, SMS, MMS, attachment to email, or other document, or any oral solicitation);
• Do not comply with other provisions of these Terms;
• Come as a result of your breach of these Terms, or
• Are taken when you are in breach of these Terms or any applicable laws.

We maintain a zero tolerance policy towards fraud, invalid activities, and any methods that artificially generate Actions. We may use a third-party advertising fraud detection systems and tools (e.g. Forensiq) for that. In the event that we determine at our sole discretion that you have delivered Non-Qualified Actions, or traffic that we reasonably determine violates any term of the applicable Offer and/or these Terms, or we received any complaints about your participation in Advertising Program which we reasonably believe to violate these Terms, we may, at our option:

• Terminate your Account and terminate these Terms,
• Require you to immediately cease displaying Ads, and/or
• Withhold all unpaid amounts or charge back your accounts.

We retain the right to review all Actions for possible fraud, whether such fraud is on the part of users who have taken an Action or on your part. In any period of time during which we review Actions for possible fraud we shall have the right to withhold any payment accrued in your favor until such time as the review has been concluded. Further, in the event that we deem that fraud has occurred, either on your part or on the part of a user, you shall not be entitled to receive any payments which have accrued to your benefit as a result of such fraud.

For the sake of clarity, we shall have no obligation to pay for Actions if you make an misrepresentations in your Account or violate the terms set forth in Sections 2-8, 10, 12, 14 of these Terms.

8. TRACKING AND REPORTING

You will cooperate with us to allow us to track Actions for Ads distributed through Media, including by using of Tracking URLs, tracking pixels and/or other methods as reasonably requested by us.

To permit accurate tracking, reporting, and payments accrual, you must ensure that the Tracking URLs are properly formatted.

You shall not alter or remove Tracking URLs from Ads or tracking pixels included or otherwise incorporated in Creatives.

The statistics will be in a pending status until the end of the calendar month.

We shall have the sole responsibility for calculation of statistics by using our tracking systems. You will be able to view your statistics through your Account. We shall make available to you information concerning the number of Actions brought by you in connection with each Offer, and accrued payments. Such our calculations shall be the sole and authoritative tool and shall not be open to review or appeal.

You understand that our online statistics may not be entirely accurate at a given moment. We may make adjustments to your online statistics.

9. PAYMENTS

Actions qualifying for a payout are defined in Offers by Advertisers. Advertisers may change any payout rate or cancel the Offer, in whole or in part, at their sole discretion.

We will pay you for Actions as determined by Advertisers on a case-by-case basis in their Offers. You acknowledge and agree that a different payment scheme may apply to other Partners, as determined at our sole discretion from time to time.

We will only pay for Actions tracked by our tracking system and associated with your Tracking URL. No payment will be made if Action cannot be tracked by our system.

We will make payments to you out of funds actually collected by us from Advertisers who initiated a particular Offer. We shall have no payment obligation to you where Advertiser has not remitted sufficient payments to cover the amounts otherwise due to you. Instead, you shall have the right to pursue any and all legal remedies directly against any Advertiser that has not made funds available to pay monies due to you for Actions in connection with particular Offers. If any Advertiser whose Offer has been executed by you defaults on payment to us, and we have paid you for Actions related to such Offer, we may withhold payment or charge back your accounts.

Calculation of the amount due to you for Actions may be postponed for up to 90 days due to, including but not limited to, the following circumstances:

• Advertiser is verifying a lead;
• Advertiser has a product return policy that allows a lead to return the advertised product; or
• The applicable terms of the Offer necessitate such a postponement.

Payments will be calculated solely based on our statistics through the use of industry standard tracking technology and shall be final and binding on you.

Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to Advertisers (e.g. any claims, demands, offsets or the like made by Advertisers, credit card chargebacks initiated by Advertiser or by the cardholder) and any amounts arising from restricted, invalid or Non-Qualified activity, as determined in these Terms. Restricted, invalid or Non-Qualified activity is determined by us in our sole discretion.

To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information within your Account with us.

We will generate an invoice on your behalf on a monthly basis. We will pay you in the US dollars via bank wire transfer (this option can be used if the transaction amount equals or exceeds US$1,000.00), PayPal, Webmoney or other payment methods (if applicable and at our sole discretion).

We will make payment to you within 30 days following the end of the calendar month, provided that your account equals or exceeds a payment threshold as it determined by us and set out at our FAQ webpage.

Unless expressly agreed by us, you may not enter into any type of arrangement with a third party where that third party receives payments made to you by us.

In addition to our other rights and remedies, we may:

• Withhold and offset any payments owed to you against any amounts you owe us (e.g. which can be shown to have been generated by fraud), or
• Require you to refund us within thirty (30) days of any invoice, any amounts we may have overpaid to you in prior periods (including amounts refunded or credited to Advertisers).

If you wish to dispute any payment made or withheld under these Terms, you must notify us in writing within thirty (30) days of any such payment. If you have not done that, then any claim relating to the disputed payment is waived

You agree that you will be responsible for any charges and fees corresponding to the payment to you made by us, applied by our bank or payment provider, by any intermediaries, and by your bank or payment provider. For example, the payment to you made via bank transfer will be reduced by our bank’s fee for outgoing wires, by the charges of any intermediary banks (if applicable), and your bank’s fee for incoming wire (if applicable). The same applies to other payments methods.

You are responsible for any applicable taxes, duties, bank or payment provider fees or surcharges that may occur regarding the transaction. We may report and withhold any amount from your balance (for example, taxes) in order to comply with any applicable law.

10. INTELLECTUAL PROPERTY RIGHTS

We retain all right, title, and interest in and to Websites (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

Except as expressly stated in these Terms, nothing is intended to grant you any rights to any of our trademarks, service marks, copyrights, patents or trade secrets, Marks, or any other intellectual property or proprietary right.

You shall not use any of our brand names, designations and trademarks, or Marks other than in respect of these Terms.

You agree that we may use any suggestion, comment or recommendation you choose to provide to us without compensation.

11. YOUR USE OF ADVERTISING PROGRAM

Following the acceptance you as a participant of of Advertising Program and subject to your compliance with these Terms, we will provide you with a reasonable guidance. Such guidance may be posted on our website as a FAQ page.

We do not provide support and technical assistance relating to your use of Advertising Program. You shall be solely and exclusively responsible for the design, development, operation and maintenance of your Media and for any use of Media not operated or controlled by you.

12. CONFIDENTIALITY

We may disclose to you certain information as a result of your participation in Advertising Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of these Terms, the term “Confidential Information” shall include, but not be limited to, any business and financial information relating to Advertising Program, customer and vendor lists relating to Advertising Program, or any information that we or Advertisers designate as confidential.

You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

We may issue a press release to announce the relationship contemplated by these Terms without your prior consent. You will not make any public statement, press release or other announcement relating to the terms or existence of these Terms or Offers without our prior written approval.

13. TERM AND TERMINATION

These Terms shall commence on the date of our approval of your Advertising Program application and shall continue thereafter until terminated.

At any time, either party may immediately terminate these Terms, with or without cause, by giving the other party written notice of termination. For example, we may terminate your Account and these Terms if your Account has been inactive or you have breached these Terms or applicable laws.

If these Terms are terminated because you have violated these Terms or applicable laws, you are not eligible to receive any payments, including earned prior to the date of termination. If these Terms are terminated for any other reason, you are only eligible to receive payments accrued through the date of termination, provided that any earned balance below the applicable threshold will remain unpaid. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Upon the termination of these Terms for any reason, you will immediately cease use of, and remove from Media and any other sources and media all Tracking URLs, Ads and Creatives and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us or by Advertisers and/or provided by or on behalf of us or Advertisers to you pursuant to these Terms, and will cease representing yourself as our Partner.

Termination of these Terms by you will not act as a waiver of any breach of these Terms and will not act as your release from any accrued liability or liability for breach of your obligations under these Terms or under applicable laws.

We may suspend your account or your participation in any Offer for any reason at any time without cause in its sole discretion without prior notice and free of liability.

14. YOUR REPRESENTATIONS

You hereby represent and warrant to us the following:

• you have accepted the terms and conditions of these Terms, which create legal, valid and binding obligations on you, enforceable against you;
• the execution, delivery and performance by you of these Terms neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you; and
• the execution, delivery and performance by you of these Terms are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons.

15. MODIFICATIONS

We reserve the right, at our sole discretion:

• To modify or revise these Terms at any time by posting the amended Terms on our website. Please check the most current Terms to ensure that you are aware of all the terms governing your participation in Advertising Program.
• To make changes, update or discontinue Advertising Program or any format, feature or functionality thereof at any time with or without notifying you
• To terminate or restrict access to Advertising Program for any reason whatsoever.

Your continued participation in Advertising Program after a change or update has been made will constitute your acceptance to the revised Terms. If you do not agree with the modifications, please terminate your participation in Advertising Program immediately.

Modifications may include, but are not limited to, changes in the scope of available Offers, payment rates and payment procedures.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold us, our parents, subsidiaries, affiliates, customers, vendors, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with:

• Your access to or participation in Advertising Program.
• Your violation of these Terms.
• Your violation of any applicable law, rule or regulation.
• Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.
• Any claim related to Media you used, Ads or Creatives (if not provided by us or Advertiser, or modified by you without our prior approval), including but not limited to, the content of such Media, Ads or Creatives.

17. DISCLAIMER OF WARRANTIES

ADVERTISING PROGRAM, CREATIVES, TRACKING URLS, PRODUCTS AND OUR SERVICES PROVIDED IN CONNECTION WITH THESE TERMS ARE PROVIDED TO YOU "AS IS". WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT ADVERTISING PROGRAM, CREATIVES, TRACKING URLS, PRODUCTS AND OUR SERVICES PROVIDED IN CONNECTION WITH THESE TERMS WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ADVERTISING PROGRAM, CREATIVES, TRACKING URLS, PRODUCTS AND OUR SERVICES PROVIDED IN CONNECTION WITH THESE TERMS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. WE DO NOT GUARANTEE THAT YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

18. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF ADVERTISING PROGRAM, CREATIVES, TRACKING URLS, PRODUCTS AND OUR SERVICES PROVIDED IN CONNECTION WITH THESE TERMS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND OUR REASONABLE CONTROL. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. OUR CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO YOU BY US DURING THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

19. JURISDICTION

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed and interpreted in accordance with the laws of the Switzerland and the parties submit to the jurisdiction of the state courts located in Switzerland. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

You hereby irrevocably waive any objection which you may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to these Terms in the above mentioned jurisdictions, and hereby further irrevocably waive any claim that such jurisdictions are not convenient forums for any suits, actions or proceedings.

20. MISCELLANEOUS

Our Relationship. You and we are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Media or otherwise, that reasonably would contradict anything in this Section.

Notices. Any notices or other communications permitted or required under these Terms will be in writing and given by us:

• Via email (to the address that you provide during registration), or
• By posting to our website.

Consent to Receive Communications in Electronic Form. For contractual purposes, you:

• Consent to receive communications from us in an electronic form via the email address you have submitted; and
• Agree that these Terms and all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

Assignment. You will not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any purported assignment or delegation by you without our appropriate prior written consent will be null and void. We may assign these Terms or any rights hereunder without your consent.

No Waiver. The failure by us to exercise, or delay in exercising, a legal right or remedy provided by these Terms or by law shall not constitute a waiver of our right or remedy.

Severability and Integration. These Terms and Conditions constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.