ADTRIBE MEDIA LIMITED a company registered in Cyprus (hereinafter referred to as “ADTRIBE”, “We”, etc.) being a general-purpose digital advertising company that via its advertising network is able to provide certain marketing services for the promotion of an advertiser’s business or certain services they provide, both locally and globally (herein the “Services”), and you being an advertiser or agent for an advertiser, (herein the “Advertiser”, “You”, “Yours”, etc. and collectively with ADTRIBE referred to as the “Parties”), Who is seeking an online service for promoting your services or products to a target audience via means of digital media or third party publishers.


1. ADTRIBE promotes the products and services of advertisers by displaying advertiser's products, websites, text links, or product links to ADTRIBE’s 3rd party Publishers, or in search listings through which ADTRIBE has the contractual right to display or deliver advertisements. ADTRIBE has offered its Services to the Advertiser and the Advertiser wishes to be granted ADTRIBE’s Services and ADTRIBE agrees to provide such Services, all in accordance with the terms laid out in this Agreement.

2. The Parties would like to lay out in writing their Agreement with regard to the provision of the Services by ADTRIBE to the Advertiser all in accordance with the terms and conditions of this Agreement.


By using the services following our publication of the revised version of this agreement on our website, you;

- acknowledge that you understand the following terms and conditions of use and that you agree to be bound by, and comply with, all applicable laws and regulations;

- acknowledge and agree that you have evaluated the benefits or drawbacks of participating in said program, and that you are not solely relying on any guarantees or statement other than as have been laid out in this agreement;

- acknowledge that these terms and conditions constitute a binding and enforceable legal contract between ADTRIBE and yourself;

- proclaim and warrant that you are authorized and legally allowed under any and all applicable laws to enter into this agreement herein and that you are currently and will in future remain in compliance with this agreement and your obligations as laid out within it;

- hereby understand and warrant that if you are acting as an agent for your clients or customer, you shall execute individual agreements with these clients containing terms and conditions no less comprehensive and onerous than those laid out within this agreement and acknowledge that in such a case you shall be fully liable to ADTRIBE for any breach by such customers of any terms and conditions laid out in this agreement between ADTRIBE and yourself as if such violation was caused directly or indirectly by you. ADTRIBE reserves the right to receive a copy of such back-to-back agreements upon request; and

- agree to receive to your e-mail any of the following; newsletters, traffic monetization insights, latest promotions, case-studies and tutorials from ADTRIBE.

If you do not agree to these terms and conditions, you may not use ADTRIBE’s services.

This Agreement is set forth solely in electronic form and shall be deemed equally as binding as a paper document with a company seal and signature.

In order to enroll as an an Advertiser with ADTRIBE, you must first accurately complete and sign an Insertion Order application (the "IO") with ADTRIBE and be compliant with this Agreement. You are forbidden from using any aliases or other means to mask your identity or personal information. After we have reviewed your IO, we will notify you of your acceptance/rejection as an Advertiser of ADTRIBE.

We may accept/reject your registration at any time at our sole discretion and for any reason. By filing an Insertion Order for registering as an Advertiser you confirm your understanding and complete acceptance of this Agreement herein and our terms and conditions. Furthermore you proclaim you are a duly authorized signatory with full legal ability and all the necessary authority to legally bind the individual, company or other entity you represent (in the case of an agent for an Advertiser), and hereby submit a legally binding electronic signature and enter into a legally binding contract.


ADTRIBE will not do business with any Advertisers when they are, or are involved in, the following activities or there is suspicion of them or their affiliates being, or being involved with such actions and groups;

- Political organizations.

- So called regulated entities that do not have the appropriate licensing;

- Where the Advertiser or any of the Advertiser’s associated parties are subject to any sanction’s measures.

- Where there is suspicion or knowledge of money laundering or terrorist financing;

- Where it is known or reasonably suspected that a criminal offense has taken place;

- Where there are known or suspected links to terrorist organizations, military, arms and/or ammunition manufacture or sales;

- Where the Advertiser is undertaking an activity, trade or business within, from or into a country where that activity falls under an embargo and or trade control restrictions;

- Producers or publishers of pornographic or racist material or material promoting or publicizing extremist organizations;

Furthermore, you confirm:

- That you have the necessary rights, licenses, consents and permissions to use the product or services to be promoted and sold.

- That the campaign for product and /or services to be promoted and sold is compliant with national laws.


1. Communication between the Advertiser and ADTRIBE shall be laid out in the IO.

2. The Advertiser is responsible for and undertakes to, ensuring compliance with the information security regime during the provision of services, including the following:

- Use strong passwords;

- ensure confidentiality of authorization information;

- not allowing access to their Personal Account and the email of the Advertiser to authorized users;

- immediately notify ADTRIBE in the event of confidentiality breach or existence of suspicions regarding a violation of said confidentiality or any of the security measures described above.

3. The Advertiser will provide guidelines to ADTRIBE for their Publishers to adhere to in order to promote said Campaign and these guidelines are to be specified in the IO by the Advertiser.

4. The Advertiser is responsible for providing to ADTRIBE all aspects of the text, banners, copy, text-links, underlying URLs, buttons, co- registration paths, pop-unders, pop-ups, landing pages, product or service pages and artwork for promotional media and similar online media (collectively, "Ad Materials") required for ADTRIBE to run the Campaign. In the event that ADTRIBE develops Ad Materials for the Advertiser at their request ("Custom Ad Materials"). Moreover you shall use the Custom Ad Materials only in Campaigns conducted by and through ADTRIBE, and not through any other publisher/publisher network, unless agreed otherwise in written form. You must pre-approve the Custom Ad Materials thereby ensuring the Custom Ad Materials apply to all their legal and technical requirements.

5. Publishers shall be instructed to proceed and act in accordance with the content of the Advertiser's IO and ADTRIBE shall not be held liable for any actions or omissions by the publishers.

6. The Ad Materials and or the Custom Ad Materials shall conform to all Applicable Laws and common practices.

7. You hereby grant to ADTRIBE a limited, non-exclusive, revocable license to display, distribute, copy and transmit said Ad Materials in connection with the Campaign as discussed by this Agreement.


1. ADTRIBE shall make all editorial decisions regarding the placement and positioning as well as frequency of the distribution of Ad Material and the use of the ad materials and other content of the Campaign, in accordance with this Agreement.

2. ADTRIBE requires that the Advertiser embed in the web pages a transaction tracking pixel or other such traffic measures used for the purpose of measuring consumer response and/or Leads (such as link and API) (as defined in the aforementioned IO) generated by and through the Campaign. ("Tracking Pixel") which will enable ADTRIBE to determine the effectiveness of the Campaign and it’s ability to optimize the Campaign and provide the Services. You are the only individual responsible for installing and using the Tracking Pixel in the manner directed by ADTRIBE. You agree not to disable, circumvent, modify or otherwise interfere with the Tracking Pixel or elements of the tracking measures. In the event that the Tracking measures are not correctly functioning, and, or there is a discrepancy from ADTRIBE’s reports, ADTRIBE’s reports shall be considered as the actual reporting standard and you shall be liable to pay for discrepancy.

3. In the event that the Advertiser has any tracking or technical issues, the Advertiser shall be liable to compensate ADTRIBE.

4. ADTRIBE may in its sole and total discretion:

- Terminate or discontinue a Campaign and cease all traffic related to it;

- refuse Ad Materials;

- refuse any Campaign that it deems unlawful or likely to be so, or otherwise inappropriate. All Campaigns are subject to capacity ceilings and limitations including; hardware, software, bandwidth, availability, inventory, payment terms, credit history as well as Ad Materials performance limitations and market pricing limitations.

4) CAMPAIGNS - CPA (Cost Per Action)

1. This Section applies only to Campaigns that are specifically lead generation cost-per-action ("CPA") campaigns which may include users registering on a website, purchasing a service or product for a fee, entering a contest, installing an application, or any other action as is to be defined in the IO ("Action").

2. For the purposes of this Agreement, a "Lead" is defined as an Internet user who accesses and views the Ad Materials and takes the Action as will be defined in the IO ("Action").

3. Advertiser must pay for each Valid Lead (as defined below) generated by a CPA Campaign. In the case of Lead Generation Campaigns (CPA Campaigns), ADTRIBE shall invoice based on its tracking and reporting. You shall provide ADTRIBE with online access to your reporting, unless your reporting fails to function as mentioned in section 3.2. In any event, you shall notify ADTRIBE in written format no later than two (2) days after the Payment Cycle (as shall be defined in the IO):

- the number of Valid Leads received in the prior calendar month; and

- each Lead received in the previous Payment Cycle (as will be defined in the IO) that Advertiser believes, in good faith, fails to satisfy the specifications that will set forth in the IO (an "Invalid Lead"). However, with respect to advertising Campaigns involving continual subscription programs, re-billing or any lack thereof shall not be considered when determining the validity of a Lead. A Lead that has not been identified by you as an Invalid Lead in a timely fashion will be deemed a valid lead ("Valid Lead") and you shall not have the right to dispute the payment for a Lead not reported as an Invalid Lead within this time-frame.

4. You shall not be entitled to:

- use for marketing purposes any Lead that it has identified as an Invalid Lead;

- export, transfer, display, forward or share information contained in any Invalid Lead to or with any third party;

- use the information contained in the Invalid Lead on it's own behalf in any manner that was not expressly authorized by ADTRIBE; or

- publicly display the information contained in the Invalid Lead on the Internet.

5. You will notify ADTRIBE as soon as you learn of any suspected or actual unauthorized use of, or access to, the information within the Invalid Lead and provide reasonable assistance to ADTRIBE in the investigation and possible prosecution of any such unauthorized use or disclosure. ADTRIBE shall be the exclusive and sole owner of all Invalid Leads and will be entitled to the fees which will be specified in the IO for each Invalid Lead that Advertiser subsequently uses in violation of these Sections 4.5 and 4.5.

6. The Advertiser agrees that at all times during the term of the Agreement, as well as for a period of one (1) month thereafter ("Audit Period"), they shall keep and maintain accurate records relating to any Invalid Leads, Valid Leads and any payments due ADTRIBE associated therein (“Audit Items”).


1. This Section applies specifically to Campaigns which are cost-per-thousand ("CPM") campaigns ("CPM Campaigns"), and as such these campaigns are billed on the number of displayed ad impressions or email messages delivered. These campaigns may consist of advertising in social media, display advertising and email marketing, as is to be specified in the IO.

2. For such CPM Campaigns, you will need to pay for each impression, social media advertisement or impression, and/or email delivered by ADTRIBE and we will invoice you based on our impression, social media advertisement impression, and, or email counts. In the case of a discrepancy of two (2) percent or more between our impression counts and your impression counts, the parties will cooperate in good faith to reconcile the reports and make the applicable amendments.


1. Prior to the use of our services, you will detail in the IO the payment details as compensation for services rendered. The IO shall set forth the applicable payment terms governing the Campaign. The main available and acceptable payments types shall be as follows:

- Post Payment - upon approved credit, payment is due as indicated on the invoice, unless specified otherwise in the IO.

- Pre-Payment –upon approved credit, payment is due in the beginning of each month, unless specified otherwise in the IO (“Pre-Payment”).

- Rev-Share Payment – in the event that you will generate any revenues from any Campaign, we will be entitled to be paid an amount equal to the X percent (as will be determined in the IO) of all the revenues obtained by you as a result of such Campaign, as applicable for a specified period of time thereafter (as will be determined in the IO).

2. If the Campaign Type (as will be defined in the IO) is agency, the IO will also set forth the relevant payment governing the Campaign. The main available payments types are as follow:

- Spend Share – upon approved credit, you shall pay X percent (as will be defined in the IO) of the Campaign’s Budget (as will be defined in the IO).

- Profit Share – upon approved credit, you shall pay X percent (as will be defined in the IO) of the Profit (as will be defined in the IO) generated by the Campaign.

- Rev-Share Payment – in the event that your client will generate any revenues from any Campaign, we will be entitled to be paid an amount equal to the X percent (as will be determined in the IO) of all the revenues obtained by you as a result of the Campaign, as applicable for a specified period of time thereafter (as will be determined in the IO).

3. All payments must be in EUR or U.S. Dollars payable to ADTRIBE, remitted to the address or bank account noted in the IO and/or invoice. In the event that you are past due on your account, we are under no obligation to perform agreed upon Services until payment is received.

4. ADTRIBE shall not be obligated to make any payments, and/or shall be entitled to credit back payment made for your, arising from any fraudulent impressions generated by any person, both through automated programs or similar. We are responsible for determining, in our sole and absolute discretion, what acts and/or omissions violate these Terms, which acts include activity that is deceptive and/or fraudulent in nature.

5. Any dispute in connection with payment by ADTRIBE to you will be made in writing five (5) days from the receipt of such payment, or it will be considered as abandoned.

6. Invoices will be sent by ADTRIBE upon completion of every payment. Invoices will be sent to your billing address as will be set forth on the IO and will include information such as the IO number, advertiser's name, brand name or campaign name, and any number or identifiable reference stated, as required for invoicing on the IO.

7. All transfer charges upon payment (including to correspondent banks and exchange rates) shall be borne by you.

8. Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. You will be charged all costs and/ or expenses incurred for payments by cheque that are returned due to insufficient funds.

9. ADTRIBE shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, expenses and costs) incurred in attempting to collect payment from you. It is hereby clarified that even in the event that the IO determines the Campaign Type is agency, then you shall be liable solely for all payments due and owing to ADTRIBE under the Agreement.


The Agreement is deemed effective when the IO is signed by the Advertiser and is subsequently accepted by ADTRIBE (“Effective Date”).

The Agreement shall be in effect for a period of one (1) year commencing on the Effective Date. ADTRIBE may terminate the Agreement for any reason upon two (2) business days’ prior written notice;

You may terminate the Agreement for any reason upon three (3) business days’ prior written notice. If your prior written notice falls in the middle of a Payment Cycle (as will be defined in the IO), although traffic may stop after 2 days, you must honour all payments and special payment terms as defined in the IO until the end of the Payment Cycle (as defined in the IO) and close all open balances according to the payment cycle as defined in the IO, in any case there will be no refunds on any Pre-Payments which made in accordance with the Action (as such will be defined in the IO).

For the purposes of this agreement, “notice” in any means of the word throughout this agreement applied to the forms of communication which will be displayed in the IO between the two parties official contacts: Email, Skype and any other legal electronic communication method and shall be effective one (1) business day after it is sent. However, if traffic is paused for any reason ADTRIBE may terminate this Agreement without notice.


1. Each party represents and warrants that it has the full right, power, legal capacity and authority to enter into, deliver and fully perform under the Agreement and that its performance hereunder will fully comply with all applicable laws, rules and regulations.

2. Advertiser Representations;

The Advertiser represents and warrants that with respect to all Campaigns, it and its directors, officers, and employees and, on behalf of its agents, attorneys, advisors or any other representatives, including its clients if Campaign Type is agency for its customers (the “Advertiser’s Representatives”):

- holds all necessary rights to permit the use of all Ad Materials provided to ADTRIBE, or pre-approved to the extent they contain any intellectual property that you claim ownership in or license to use, under the Agreement;

- holds all necessary rights to permit the use, reproduction, distribution, transmission or display of the Campaign, including any Ad Materials, Landing Pages and any materials to which consumers can link through to from same (“Linked Content”), or any products or services that are the subject to such Campaign (“Client Products”), do not violate or infringe upon any laws, rules and regulations, including those applicable to consumer protection, privacy, data security, money laundering, securities and intellectual property, applicable to any state and country designated by Advertiser to be targeted with respect to such Campaign and Cyprus (“Applicable Law”);

- is, will, and have at all times been, in compliance in all respects with each legal requirement that is applicable to it or to the conduct of its business or the ownership of its assets including legal requirements relating to consumer protection, competition, trade practices, securities, anti- terrorism, privacy, data security, money laundering, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Advertiser of, or a failure on the part of the Advertiser to comply with, any legal requirement. The Client has not received any notice or other communication from any person regarding any actual or possible violation of, or failure to comply with, any legal requirement and it will notify ADTRIBE immediately upon any such notice or any other communication;

- is not involve in any means any criminal action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel and it will notify ADTRIBE immediately upon any such act;

- has a reasonable basis for all claims made within the Ad Materials, Landing Pages and Linked Content, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns; (vi) all consumer information collected by and through any Campaign pursuant to the Agreement, whether such information is collected in the Ad Materials or on the Landing Page for a Campaign (i.e., the Advertiser’s website page where a consumer is direct when a consumer clicks through an Ad Materials, fills in a registration form, purchases an Advertiser’s product or service or takes a similar action) contains a prominent link to Advertiser’s privacy policy, which shall be legally compliant and sufficient in every respect;

- no Campaign is targeted to individuals under eighteen (18) years of age and/or offers products or services that are illegal for minors to buy or possess or participate; and (viii) will not load any computer program onto a consumer’s computer, in connection with the Campaign without ADTRIBE’s prior approval and the consumer’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded.

3. ADTRIBE represents and warrants that:

- it shall perform its obligations under the Agreement in a professional and workmanlike manner; and

- it shall require its publishers, if any, to agree in writing to distribute the Campaign in compliance with Applicable Law.

- Neither will ADTRIBE be liable for the actions or omissions of its publishers, if any.


The Advertiser shall have the right to use all data, except Invalid Leads, derived from the Campaigns for any purpose related to Advertiser’s business, subject to Applicable Law (including the applicable privacy policy) and any restrictions contained herein. In addition to any rights that ADTRIBE might have by virtue of it being in the possession of any Invalid Leads, ADTRIBE has the right to use data derived from the Campaigns for the following purposes:

- for general reporting purposes, including the compilation of aggregate statistics (such as the total number of ads delivered), provided that Advertiser and its Campaigns are not identified;

- for the performance of ADTRIBE’s obligations under the Agreement; and

- if required by court order, law or governmental agency.


1. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”).

2. Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. ADTRIBE shall use or disclose the Confidential Information of the Advertiser except only to its employees and service providers, on a need-to-know basis, and provided that such employees and service providers are bound by substantially similar confidentiality obligations contained in these Terms. The Advertiser shall use or disclose the Confidential Information of ADTRIBE except only to its employees and service providers, on a need-to-know basis, and provided that such employees and service providers are bound by substantially similar confidentiality obligations contained in these Terms and it only with the prior approval of ADTRIBE.

3. Notwithstanding any other provision, the receiving party may disclose Confidential Information it receives if compelled to do so by law, regulatory requirement or legal process. Unless prohibited by applicable law or legal process, the receiving party will use its commercially reasonable efforts to give the disclosing party prior notice of the request for such disclosure and a reasonable period of time to respond to such request. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.

4. The provisions of this Section 9 shall survive expiration or earlier termination of the Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that is considered a “trade secret” (as defined under Applicable Law) the obligation shall be perpetual. Any provision of the Agreement to the contrary notwithstanding, each party agrees that its breach of the provisions of this Section 9 would result in immediate and irreparable harm to the other of a nature for which monetary damages would not be an appropriate remedy, and each party thus consents to injunctive relief, including specific performance, without the requirement to post a bond, in any court of competent jurisdiction to remedy any such breach.


No press releases or general public announcements shall be made without the mutual consent of ADTRIBE and the Advertiser. Notwithstanding the foregoing, we may include your name on our list of customers, in marketing materials and in any materials used to promote the Campaign.


1. Advertiser will defend, indemnify, and hold harmless ADTRIBE and its directors, officers, employees, shareholders, members, agents, successors and assigns, from and against any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys’ fees and costs) (collectively, “Losses”) related to or arising out of any third party, including Advertiser’s clients if as the Campaign Type is defined as agency allegation, claim, lawsuit or proceeding (a “Claim”) based on an allegation that, if true, would constitute a breach of a representation, warranty, covenant or obligation or any other term under this Agreement by the indemnifying party.

2. Advertiser also agrees to defend, indemnify and hold harmless ADTRIBE and its directors, officers, employees, shareholders, members, agents, successors, and associated companies and assigns, from and against Losses related to or arising out of a Claim that alleges that the Ad Materials, Linked Content, Landing Pages, client Products or business practices associated with the Ad Materials, Advertiser’s marketing practices and/or the data or content provided by the Advertiser to ADTRIBE violate Applicable Law, or are otherwise illegal, defamatory, obscene violate a consumer’s online privacy or other rights or infringe upon a third party’s intellectual property rights.

3. The Advertiser will defend, indemnify, and hold harmless ADTRIBE and its directors, officers, employees, shareholders, members, agents, successors and assigns, from and against any Losses related to or arising out of any acts or omissions by its customers in contravention of the terms and conditions set forth herein. ADTRIBE shall promptly notify the Advertiser in writing of the Claim for which ADTRIBE is seeking indemnification. ADTRIBE shall control the defense of the Claim, including through choice of counsel. ADTRIBE may settle any Claim; to the extent it seeks a money payment, with or without the consent of the Advertiser. ADTRIBE must obtain the Advertiser’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the Client’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed.


1. except as expressly set forth in the agreement to the contrary, we make no representation or warranty, express or implied, with respect to our services, the custom ad materials, tracking pixel are provided on an "as is" and "as available" basis. to the fullest extent permitted by law, we make no warranties (including implied warranties of purpose and non- infringement), guarantees, representations, express, implied, oral or otherwise. without limiting the generality of the foregoing, we do not warrant or guaranty leads, impressions, emails, actions, conversion rates and/or response rates or that our services, the custom ad materials, tracking pixel shall not contain bugs, errors, problems or other limitations for which. we have no liability, whatsoever, to the advertiser or any third party, or advertiser’s representatives, for any other party’s security methods or privacy protection procedures and we disclaim any and all warranties, express and implied, that any other party’s security methods and privacy protection procedures will be uninterrupted or error- free. we make no guarantees, and accept no resulting liability, for failure to meet scheduled delivery dates. we do not make any representations regarding the benefits or results that client or any third parties shall receive from us or otherwise from the agreement.

2. in no event we shall be responsible for any consequential, special, punitive or other indirect damages including, without limitation, lost revenue or profits, even if we have been advised of the possibility of such damages. we will not be liable, or considered in breach of the agreement, on account of a delay or failure to perform under the agreement as a result of causes or conditions that are beyond our control. we shall not be held liable or responsible for any actions or inactions of its publishers, if any. the advertiser understands and agrees that participation in the campaigns is solely at the own discretion of the advertiser and at the advertiser’s own risk.

3. we shall not be responsible for the Advertiser’s use of the traffic. except for any liabilities arising out of our breach of section 9, our liability under the agreement shall not exceed the aggregate fees paid and payable to us by the advertiser under the agreement for the thirty (30) day period preceding the date the first liability arose.


1. Data Protection Laws means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time, including but not limited to: the EU General Data Protection Regulation (“GDPR”) as implemented by countries within the EEA; and/or other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to the Parties in relation to the transmission and processing of Personal Data under or in relation to the Agreement.

2. If one of the Parties shall acquire and process the Personal Data of the users within the frames of rendering of services hereunder the terms of this section shall be applicable.

3. Each Party confirms that it has complied, and will continue to comply with its obligations relating to Personal Data that apply to it under applicable Data Protection Laws.

4. Where applicable ADTRIBE (or its partners) warrants that it has provided adequate notices to and obtained valid consents from Data Subjects in each case, to the extent necessary for ADTRIBE to Process their Personal Data in connection with the Agreement, including, without limitation for direct marketing activities and international transfers of Personal Data to third countries. Bridgeay is obliged to notify the Advertiser in writing within 24 (twenty four) hours from receipt of Data Subject’s objection to or withdrawal of Data Subject’s consent to process their Personal Data or other information including, without limitation for direct marketing activities and international transfers of Personal Data to third countries.

5. Each Party is obliged to place Privacy Policy and ensure that said Privacy Policy describes processing of personal data by respective Party and complies with the standards implemented by Data Protection Laws at all the platforms and web-sites to which the Party is an administrator or owner and which the Party intends to use for the rendering of services under the Agreement.

6. Each Party will limit access to Personal Data to those personnel who require such access only as necessary to fulfill such party’s obligation under the Agreement.

7. Each party will maintain appropriate administrative, physical, organizational and technical safeguards aimed at maintaining an appropriate level of security.

8. Each Party will provide the other Party with all necessary assistance in connection with communications from, or requests made by Data Subjects in relation to their rights under Data Protection Laws, and supervisory authorities, in each case as they relate to Data Subject Personal Data.

9. Each Party to the best extent possible will provide the other Party assistance in complying with the Data Protection Laws.

10. ADTRIBE and the Advertiser each agree and acknowledge that where a Party processes Personal Data and alone determines the purposes and means of such Processing, such Party shall be considered as a data controller (as defined under applicable Data Protection Laws). In cases where ADTRIBE processes any Personal Data on the Advertiser’s behalf when performing its obligations under this Agreement, it shall be considered as a Processor.

11. Each Party shall defend, indemnify and hold harmless the other Party (Indemnified Party) against any and all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses) incurred by Indemnified Party arising from Indemnifying Party’s (and/or its representatives) failure to comply with Data Protection Laws. In no event shall ADTRIBE’s total liability to the Advertiser under this article exceed EUR 1,000.


1. This Agreement shall be governed by and construed under the laws of Cyprus without reference to principles and laws relating to the conflict of laws. The competent court of Nicosia in Cyprus shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.

2. Neither party may assign or transfer any rights or delegate any duties under the Agreement without the other party’s prior written consent, except that we may:

- utilize publishers as contemplated hereunder; and

- assign or transfer the Agreement in connection with a sale or transfer of all or substantially all of our assets, stock or business by sale, merger, consolidation or similar transaction. Any purported assignment of transfer in violation of this Section 17b shall be void. Subject to the foregoing restrictions, the Agreement will bind and benefit the parties and their successors and permitted assigns.

3. Entire Agreement; Waiver. The Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or discussions relating to the subject matter of the Agreement. The Agreement may be amended, modified or supplemented only by a writing signed by both parties. No failure or delay on the part of either party in exercising any right or remedy under the Agreement will operate as a waiver, nor will any single or partial exercise of any such right or remedy preclude any exercise of any other right or remedy. In the event that a party is required to digitally sign or agree to additional terms when using the other’s online advertising network, the parties acknowledge and agree that such digital agreement is inconsequential and in no way binding, that it is the result of a technical requirement, which cannot be altered, in order to view reports or to access Ad Materials.

4. This agreement is considered as in force by continuing to participate in the Services following our publication of the revised version of this agreement on our website.

5. Independent Contractor. Each party is an independent contractor with respect to the other party hereunder. The Agreement shall not be construed to:

- create any employment, partnership, joint venture, franchise, master-servant or agency relationship between the parties; or

- authorize any party to enter into any commitment or agreement binding on the other party.

6. Force Majeure. No party shall be liable under the Agreement for (or deemed in breach of the Agreement by reason of) any failure, delay or interruption in performing any term or condition of the Agreement (except obligations to pay money) due to cause(s) entirely beyond the control of such party; subject however to the condition that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days following discovery thereof and takes immediate action to cure such cause. In the event of any such cause, the time for performance shall be extended for a period equal to the duration of such cause.

7. If any portion of the Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the minimum extent necessary for the Agreement to be enforceable and legal, and the Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.

8. Notices. All notices pursuant to the Agreement may be in writing and delivered either personally, by overnight courier, or certified USPS mail, and sent to the email address that will be set forth in the IO or to such other address as a party may later specify in writing or via email at the email address set forth herein.