ADVERTISER AGREEMENT TERMS AND CONDITIONS

1. PREFACE

1.1. This Advertiser Agreement ("Agreement") is made between ADTRIBE MEDIA LIMITED, a company registered in Cyprus ("ADTRIBE", "We", "Us", etc.), and you ("Advertiser", "You", "Your", etc.), an individual or entity seeking to promote products or services through ADTRIBE's Publisher Network.

1.2. By participating in our services, you confirm that you have read, understood, and agree to be bound by this Agreement, including our Privacy Policy, any additional terms specified in the Insertion Order ("IO"), and, if applicable, any separate signed agreement executed between the Parties (a "Signed Agreement").

1.2.1. This Agreement sets forth the general terms applicable to all Advertisers, while the IO and/or Signed Agreement, if any, shall govern the specific terms of the relationship between the Parties.

1.2.2. In the event of any conflict or inconsistency between this Agreement and the IO or Signed Agreement, the terms of the IO or Signed Agreement shall prevail to the extent of such conflict or inconsistency.

1.2.3. If you do not agree to these terms, you may not use ADTRIBE's services.

1.3. This Agreement may be concluded electronically or via a signed paper document, as applicable. If concluded electronically, no paper copy will be produced, and the electronic form is equivalent to a signed paper document under applicable law.

1.4. To become an Advertiser, you must:

1.4.1. contact ADTRIBE to initiate the registration process,

1.4.2. complete and execute an Insertion Order ("IO") providing all required personal and/or corporate information as applicable,

1.4.3. undergo a Know-Your-Client (KYC) verification process and where relevant an enhanced Due Diligence process (Enhanced DD), and,

1.4.4. receive approval from ADTRIBE.

1.5. This Agreement sets forth the general terms and conditions applicable to all Advertisers, while the IO and, where applicable, a Signed Agreement, governs the specific aspects of the relationship between the Parties.

1.6. The IO shall specify such particular terms of engagement between the Parties, including but not limited to:

1.6.1. permitted territories, compensation structures, payment schedules, designated contacts, and other individualized provisions.

1.7. ADTRIBE reserves the right, in its sole discretion, to approve or reject any application for participation.

2. DEFINITIONS

2.1. "Advertiser" means a company or individual offering products or services for promotion through the Publisher Network.

2.2. "Advertising Materials" means any material used to promote a brand, products, or services, such as text links, ad banners, badges, buttons, and other promotional content provided by the Advertiser.

2.3. "Campaign" means all advertising of a given product or service of the Advertiser through the Publisher Network as specified in the IO.

2.4. "Confidential Information" means any non-public information disclosed by one Party to the other under this Agreement, including but not limited to business data, customer lists, marketing plans, strategies, technical data, and campaign analytics.

2.5. "Insertion Order" or "IO" means a mutually agreed order that incorporates these terms and specifies the details of a Campaign.

2.6. "Offer" means a promotional opportunity provided by an Advertiser through the Publisher Network.

2.7. "Parties" means ADTRIBE MEDIA LIMITED and the Advertiser, collectively, as the signatories to this Agreement.

2.8. "Program" means the Publisher Network program operated by ADTRIBE.

2.9. "Publisher Network" means the platform operated by ADTRIBE that connects Advertisers with publishers.

3. THE PROGRAM

3.1. Advertisers must contact us to get started and be approved by ADTRIBE to participate in the Publisher Network.

3.2. Upon approval, Advertisers are granted a non-exclusive, non-transferable right to have their Offers promoted by publishers per this Agreement and the IO.

3.3. Advertisers may not sublease, rent, lease, sell, resell, outsource, or service any Offer without ADTRIBE's prior written consent.

4. REPRESENTATIONS AND OBLIGATIONS OF THE ADVERTISER

4.1. The Advertiser shall provide Advertising Materials and Offers as outlined in the IO and comply with ADTRIBE's reasonable instructions regarding Campaign execution.

4.2. The Advertiser must hold all necessary rights to use materials provided to ADTRIBE and ensure compliance with applicable laws (e.g., intellectual property, consumer protection, data privacy).

4.3. The Advertiser represents and warrants that all Campaigns, products, and services promoted are compliant with applicable state, federal, and international laws and regulations, including but not limited to U.S. Federal Trade Commission (FTC) laws and regulations where relevant, and any other criteria ADTRIBE may determine in its sole discretion.

4.4. The Advertiser represents and warrants that it has a reasonable basis for all claims made within its Advertising Materials and Offers, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its Campaigns.

4.5. The Advertiser must not engage in activities that harm ADTRIBE's reputation or violate laws.

4.6. The Advertiser must not target individuals under 18 or promote products/services illegal for minors.

4.7. The Advertiser undertakes to use traffic provided by ADTRIBE solely in compliance with the aforementioned laws and regulations.

4.8. The Advertiser indemnifies ADTRIBE for breaches of this Agreement or the IO.

5. UNACCEPTABLE BUSINESS PRACTICES

5.1. Advertisers must not provide Offers, Advertising Materials, or Campaigns that engage in, are associated with, or promote any of the following activities or content, as determined by ADTRIBE in its sole discretion:

5.1.1. Involvement in or association with terrorism, military activities, arms, ammunition, or related manufacturing or sales.

5.1.2. Money laundering, terrorist financing, or any activities subject to sanctions or violations of applicable anti-money laundering laws.

5.1.3. Criminal activities, including but not limited to fraud, counterfeiting, or illegal online gambling.

5.1.4. Trade or operations within, from, or into countries subject to embargoes or trade control restrictions.

5.1.5. Content or activities promoting racial, ethnic, political, or religious hatred, discrimination, or extreme political propaganda.

5.1.6. Production or distribution of pornographic, obscene, or sexually explicit material, or trafficking from adult-related websites to gain traffic.

5.1.7. Violence, profanity, defamation, or content that threatens physical harm to others.

5.1.8. Intellectual property violations, including unauthorized use of trademarks, copyrights, or proprietary materials.

5.1.9. Illegal investment schemes, money-making opportunities, or financial advice not permitted under applicable law.

5.1.10. Promotion of illegal substances, activities, or services, including but not limited to illicit drugs or "how-to" guides for illegal acts (e.g., building explosives).

5.1.11. Software piracy, including distribution of warez, peer-to-peer file sharing, or unauthorized software.

5.1.12. Hacking, phreaking, or distribution of malicious code, spyware, viruses, trojans, or other harmful software.

5.1.13. False, misleading, or deceptive information, including fabricated news, offers, or claims lacking reasonable substantiation.

5.1.14. Unlicensed regulated activities, such as operating as a financial institution or gambling platform without proper licensing.

5.1.15. Deceptive practices, such as spoofing, redirecting, or manipulating traffic sources to mislead ADTRIBE, publishers, or users.

5.1.16. Any activity or content that, in ADTRIBE's sole judgment, brings or is likely to bring ADTRIBE or its publishers into disrepute, or is otherwise unlawful or inappropriate.

5.2. Violations of these prohibitions may result in immediate account suspension, termination, withholding of payments, or legal action, at ADTRIBE's discretion.

6. RULES FOR LIST-BASED MARKETING

6.1. Advertisers providing distribution lists (e.g., email, SMS) or templates for use in their Campaigns must adhere to the following requirements to ensure compliance with applicable laws and ADTRIBE's standards.

General Distribution List Requirements:

6.1.1. Advertisers must obtain explicit user consent for any marketing communications and maintain verifiable records, including opt-in date, source of consent, user's name, physical address, and email address.

6.1.2. Offering incentives to users (e.g., cash, points, prizes) to engage with Offers requires ADTRIBE's prior written approval.

6.1.3. All distribution list practices must comply with applicable laws (e.g., data protection, privacy) and ADTRIBE's internal policies.

Email Campaign Requirements:

6.1.4. Email campaigns must comply with anti-spam laws (e.g., CAN-SPAM Act, GDPR) and avoid misleading headers or subject lines.

6.1.5. In particular, emails shall not contain materially false or misleading header information; a "from" line that is false or misleading or does not actually identify the sender; a "subject" line that is false or misleading; or any content that infringes on any third-party rights or violates any applicable law or regulation.

6.1.6. Emails must include a functioning return email or internet address conspicuously displayed that will function for thirty (30) days after an email is sent; appropriate "unsubscribe" or "opt-out" information for which the Advertiser shall maintain records and comply; clear and conspicuous identification that an email contains commercial content or sexually explicit material, if applicable; and a valid physical postal address of the sender.

6.1.7. Emails must include clear sender identification, a functioning unsubscribe link (active for at least 30 days), and a valid postal address.

6.1.8. Unsubscribe requests must be processed within 10 business days, and opted-out email addresses must not be sold, transferred, or reused.

7. ADVERTISER ACKNOWLEDGES AND AGREES

7.1. The Advertiser will not contact ADTRIBE's publishers directly without permission.

7.2. Links provided to ADTRIBE must be used as delivered, without modification, unless approved in writing.

7.3. The Advertiser will comply with tracking instructions, not interfere with tracking devices, and acknowledge that all Campaign performance data will be recorded in the tracking system. The Advertiser agrees to use the tracking system data as the sole basis for verifying commissions and performance metrics, without dispute unless evidence of system error is provided.

8. FRAUDULENT ACTIVITY

8.1. Fraud includes unauthorized lead generation, falsifying data, or any act deemed fraudulent by ADTRIBE or publishers.

8.2. If fraud is suspected, ADTRIBE may suspend/terminate accounts, withhold payments, and pursue legal action.

8.3. Advertisers must provide compliance evidence upon request.

9. MUTUAL OBLIGATIONS & REPRESENTATIONS

9.1. Both parties shall collaborate and provide necessary information for service provision.

9.2. Both parties must maintain required licenses and consents.

9.3. Advertisers must not promote Offers on prohibited sites (e.g., pornographic, illegal content). Violations may result in payment withholding or legal action.

9.4. Each party shall appoint an authorized representative to manage the relationship and address complaints.

10. LIMITATION OF LIABILITY & INDEMNIFICATION

10.1. ADTRIBE provides its services, including the Publisher Network and all related materials, on an "as-is" and "as-available" basis. ADTRIBE disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, profitability, title, non-infringement, or uninterrupted access to the Publisher Network. ADTRIBE does not guarantee that the Publisher Network will be free from errors, disruptions, or external factors beyond its control, such as internet outages or third-party actions.

10.2. The Advertiser is responsible for the accuracy, appropriateness, and legality of their Advertising Materials and Offers. ADTRIBE is not responsible for any errors, misrepresentations, or legal violations in Advertiser-provided materials, including but not limited to inaccuracies in content or failure to comply with applicable laws.

10.3. The Advertiser shall indemnify, defend, and hold harmless ADTRIBE, its subsidiaries, directors, officers, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any claims, demands, lawsuits, judgments, losses, damages, liabilities, costs, or expenses (including reasonable legal fees, court costs, and expert fees) arising from or related to:

10.3.1. Any breach of this Agreement or the Insertion Order (IO) by the Advertiser or any third party acting on their behalf;

10.3.2. Any act, omission, or negligence of the Advertiser or those for whom the Advertiser is legally responsible, including violations of applicable laws or third-party rights (e.g., intellectual property, privacy);

10.3.3. The Advertiser's use of traffic provided by ADTRIBE, including any non-compliance with applicable laws and regulations;

10.3.4. The Advertiser's use of the Publisher Network or promotion of Offers, including any misleading, fraudulent, or unlawful activities.

10.4. The Advertiser's indemnification obligation survives the termination of this Agreement. ADTRIBE may, at its sole discretion, assume control of the defense of any claim subject to indemnification, and the Advertiser shall not settle any claim without ADTRIBE's prior written consent. The Advertiser shall cooperate fully with ADTRIBE in defending such claims, at the Advertiser's expense.

10.5. ADTRIBE shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, goodwill, business opportunities, or data, arising from or related to this Agreement, whether based on breach of contract, warranty, negligence, strict liability, or otherwise, even if ADTRIBE has been advised of the possibility of such damages. ADTRIBE's total liability, if any, shall not exceed the total commissions paid by the Advertiser under this Agreement in the two (2) months preceding the event giving rise to the claim.

10.6. ADTRIBE is not liable for failures or delays due to events beyond its reasonable control, as outlined in the Force Majeure section.

10.7. The Advertiser shall promptly notify ADTRIBE in writing of any claim, demand, or legal action related to this Agreement within five (5) business days of becoming aware of it. Failure to provide such notice may limit ADTRIBE's obligations under this section.

11. FORCE MAJEURE

11.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters (e.g., earthquakes, floods, hurricanes), governmental actions, war, terrorism, riots, embargoes, strikes or labor disputes, power failures, internet or telecommunications outages, cyberattacks, or third-party actions. The affected Party must:

11.1.1. Notify the other Party in writing within five (5) business days of becoming aware of the force majeure event, providing details of the circumstances and expected impact.

11.1.2. Use reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable.

11.2. This section does not excuse payment obligations for services already rendered.

11.3. Upon resolution of the force majeure event, the Parties shall resume performance as soon as reasonably possible.

12. INDEPENDENT CONTRACTOR

12.1. The Advertiser is an independent contractor, not an employee or agent of ADTRIBE, with no authority to bind ADTRIBE.

13. TERM AND TERMINATION

13.1. Either party may terminate with fifteen (15) days' written notice.

13.2. ADTRIBE may terminate immediately for breaches of this Agreement.

13.3. Upon termination, the Advertiser must cease using ADTRIBE's services and return confidential information.

14. CHARGES AND COSTS

14.1. Ongoing marketing Campaigns, which may have varying and evolving attributes such as payouts, actions, countries, and other specifics, will be managed, and tracked through a dedicated tracking system. Both Parties will have access to this system (with the Advertiser receiving their own login credentials upon approval), and acknowledge that the tracking system reflects all current campaign terms and settings in effect at any given time.

14.2. The Parties agree that the tracking system shall serve as the definitive source for determining, calculating, and verifying all fees based on actual Campaign performance, and shall be the sole basis for payments due.

14.3. Fees are payable by the Advertiser as specified in the IO, contingent on ADTRIBE delivering services and as verified through the tracking system.

14.4. Payments shall occur on the schedule outlined in the IO, in accordance with the invoicing provisions therein, and subject to any applicable minimum payment threshold.

14.5. ADTRIBE may advance services or Campaign delivery at its discretion but is not obligated to do so.

14.6. Fees do not accrue interest.

15. MISCELLANEOUS NOTICES

15.1. All notices required or permitted under this Agreement shall be in writing (which may include email or other electronic means) and shall be deemed effectively given when sent to the addresses (including email addresses) specified in the IO.

15.2. Amendments require written consent from both parties.

15.3. The Advertiser may not assign this Agreement without ADTRIBE's consent.

16. CONFIDENTIALITY

16.1. Both parties shall maintain the confidentiality of information disclosed under this Agreement ("Confidential Information"), including but not limited to business data, customer lists, marketing plans, and technical details. The receiving party agrees:

16.1.1. To use Confidential Information only for purposes of this Agreement.

16.1.2. Not to disclose it to third parties without prior written consent of the disclosing party.

16.1.3. To return or destroy all Confidential Information upon termination or at the disclosing party's request.

16.2. These obligations survive for three (3) years post-termination.

17. GOVERNING LAW & DISPUTE RESOLUTION

17.1. This Agreement and all matters arising from or related to it, including its formation, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to any conflict of law principles that would apply the laws of another jurisdiction.

17.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Republic of Cyprus, and both Parties irrevocably submit to the jurisdiction of these courts. The Parties waive any objection to the jurisdiction and venue of the courts of the Republic of Cyprus on the grounds of inconvenience or otherwise.

17.3. At ADTRIBE's sole discretion, any dispute may be referred to arbitration in Nicosia, Republic of Cyprus, and shall be conducted by a single arbitrator, in English, and the decision shall be final and binding. Each Party shall bear its own costs unless otherwise determined by the arbitrator.

17.4. If any provision of this Agreement is found to be invalid or unenforceable by a Cyprus court or arbitrator, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

18. INTELLECTUAL PROPERTY RIGHTS

18.1. ADTRIBE retains all rights to its Publisher Network, software, and provided materials. Advertisers receive a limited, revocable license to use these solely for promoting Offers under this Agreement.

18.2. Advertisers retain full ownership of their independently created content. ADTRIBE claims no rights over it but may use it as necessary to operate the Publisher Network.

18.3. Only rights expressly granted herein are provided.

19. NON-COMPETITION

19.1. During the term and for six (6) months post-termination, the Advertiser shall not compete with ADTRIBE, solicit its clients, or engage its employees without written consent.

20. CONTACT

20.1. ADTRIBE MEDIA LIMITED is a company registered in The Republic of Cyprus. If you have any questions please contact:

Company: ADTRIBE MEDIA LIMITED

Reg Number: ΗΕ429512

Address: John Kennedy, 8, ATHIENITIS BUILDING Flat/Office 201 & 202, 1087, Nicosia, Cyprus