PUBLISHER AGREEMENT TERMS AND CONDITIONS

1. PREFACE

1.1. This Publisher Agreement ("Agreement") is made between ADTRIBE MEDIA LIMITED, a company registered in Cyprus ("ADTRIBE", "We", "Us", etc.), and you ("Publisher", "You", "Your", etc.), an individual or entity seeking to display advertisements from advertisers on your website(s), social media, or other digital media ("Your Site").

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 and any additional terms specified in the Insertion Order ("IO"). If you do not agree to these terms, you may not use ADTRIBE's services.

1.3. This Agreement is concluded electronically, and no paper copy will be produced. The electronic form is equivalent to a signed paper document.

1.4. To become a Publisher, you must:

1.4.1. contact ADTRIBE to initiate the registration process,

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

1.4.3. undergo a verification process, and receive approval from ADTRIBE.

1.5. This Agreement sets forth the general terms and conditions applicable to all Publishers, while the IO governs the specific aspects of the relationship between the Parties, including but not limited to:

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

1.6. 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. "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.

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

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

2.5. "Payout" means the payment made to the Publisher for successful promotions as defined in the IO.

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

2.7. "Publisher" means an individual or entity promoting advertisers' products or services through the Publisher Network.

2.8. "Publisher Network" means the platform operated by ADTRIBE that connects Publishers with advertisers.

3. THE PROGRAM

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

3.2. Upon approval, Publishers are granted a non-exclusive, non-transferable right to promote Advertisers' Offers per this Agreement and the IO.

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

3.4. Publishers are prohibited from creating multiple accounts without ADTRIBE's explicit permission. Violations may result in account suspension, termination, or forfeiture of payments.

4. REPRESENTATIONS AND OBLIGATIONS OF THE PUBLISHER

4.1. The Publisher shall provide services as outlined in the IO and comply with ADTRIBE's reasonable instructions.

4.2. The Publisher 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 Publisher represents and warrants that it will comply with the Federal Trade Commission Act (FTC Act) and the FTC's Endorsement Guides, including by providing clear disclosures of compensation for any endorsements, reviews, promotions, or influencer marketing in Campaigns; avoiding deceptive or misleading advertising practices; not misleading consumers, promoting goods or services not offered by the applicable Advertisers, using false claims or endorsements, engaging in fraud, using fictitious names or information, or using third-party content, including intellectual property, without requisite consent.

4.4. The Publisher represents and warrants that it will comply with all spam laws, regulations, and industry standards, including without limitation the CAN-SPAM Act of 2003, the Federal Trade Commission Act, state spam laws (including Cal. Bus. & Prof. Code § 17529.5), GDPR, the UK Data Protection Act of 2018, and, where applicable, HIPAA.

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

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

4.7. The Publisher indemnifies ADTRIBE for breaches of this Agreement or the Advertiser's IO.

5. UNACCEPTABLE BUSINESS PRACTICES

5.1. Publishers must not engage in, be associated with, or include in their campaigns 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, Advertisers, or users.

5.1.16. Any activity or content that, in ADTRIBE's sole judgment, brings or is likely to bring ADTRIBE or its Advertisers 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. Publishers using distribution lists (e.g., email, SMS) to promote Advertisers' Offers must adhere to the following requirements to ensure compliance with applicable laws and ADTRIBE's standards.

General Distribution List Requirements:

6.2. Publishers 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.

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

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

Email Campaign Requirements:

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

6.6. Emails shall not contain materially false or misleading header information; a "from" line that is false or misleading or does not actually identify the Publisher; 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.

6.7. 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 Publisher 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 Publisher.

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

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

7. PUBLISHER ACKNOWLEDGES AND AGREES

7.1. The Publisher will not contact ADTRIBE's clients directly without permission.

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

7.3. The Publisher 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 Publisher agrees to use the tracking system data as the sole basis for verifying the Payout 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 Advertisers.

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

8.3. Publishers 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. Publishers must not place ads 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. ADTRIBE relies on Advertisers to designate 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 Publisher 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 Publisher or any third party acting on their behalf;

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

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

The Publisher'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 Publisher shall not settle any claim without ADTRIBE's prior written consent. The Publisher shall cooperate fully with ADTRIBE in defending such claims, at the Publisher's expense.

10.4. 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 Payout paid to the Publisher under this Agreement in the two (2) months preceding the event giving rise to the claim. ADTRIBE is not liable for failures or delays due to events beyond its reasonable control, as outlined in the Force Majeure section.

10.5. The Publisher 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.

This section does not excuse payment obligations for services already rendered. Upon resolution of the force majeure event, the Parties shall resume performance as soon as reasonably possible.

12. INDEPENDENT CONTRACTOR

The Publisher 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 Publisher must cease using ADTRIBE's services and return confidential information.

14. CHARGES AND COSTS

14.1. Ongoing marketing campaigns, which may have varying attributes such as the Payout ranges, countries, and other specifics, will be tracked in a dedicated tracking system. Both Parties will have access to this tracking system (with the Publisher receiving their own login credentials upon approval), and the Parties agree to use the data from this tracking system as the definitive basis for determining the Payout due.

14.2. The Parties agree that the tracking system will serve as the definitive source for calculating and verifying all the Payout based on campaign performance.

14.3. Payouts are payable as specified in the IO, contingent on ADTRIBE receiving payment from the Advertiser and 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 with any applicable minimum threshold as specified therein.

14.5. ADTRIBE may advance the Payout at its discretion but is not obligated to do so.

14.6. ADTRIBE may choose to cover any fees associated with banking costs or related to the Payout at its discretion but it not obligated to do so.

14.7. Payouts 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 Publisher 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 and provided materials. Publishers receive a limited, revocable license to use these solely for promoting offers under this Agreement.

18.2. Publishers 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

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

20. DATA PROTECTION

20.1. The Publisher shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the UK Data Protection Act of 2018, and, where relevant, the Health Insurance Portability and Accountability Act (HIPAA).

20.2. The Publisher represents and warrants that it will process personal data only as necessary for the purposes of this Agreement, obtain all required consents, implement appropriate technical and organizational measures to ensure data security, and promptly notify ADTRIBE of any data breaches or complaints from data subjects.

20.3. The Publisher shall indemnify ADTRIBE against any losses arising from the Publisher's non-compliance with data protection laws.

21. CONTACT

21.1. 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