General Terms and Conditions ("T&Cs")

Contracting Parties:

Company:ADMATIQ s.r.o.
Company ID:No. 05210402
VAT: No.(CZ) 05210402
Headquarter:Bilkova 855/19, Old Town, 110 00 Prague 1, Czech Republic
Contact adress:Vinohradská 2396/184, 130 00 Prague 3, Czech Republic
Represented by:Radek Slabyhoud, executive director or Petr Srb, business development manager
Registered with the Municipal Court in Prague, Section C, Insert No. 260065

("ADMATIQ")

and

Publisher

("PUBLISHER")

1. Conditions

  1. In order to be eligible to become a ADMATIQ publisher (the "Publisher"), all websites or affiliated websites or Publishers must meet the following criteria:
    1. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.
    2. Be fully functional at all levels; no "under construction" sites or sections.
    3. Working directly with our partners is not allowed, during the first 3 months following termination of our relationship.
  2. The content of the Publishers, websites or affiliated websites cannot infringe on any personal data and/or any third party intellectual property rights and/or copyrights, trademarks and must meet the following conditions:
    1. Does not include any racial, ethnic, political, hate-mongering or otherwise objectionable content
    2. Does not include any investment, money-making opportunities or advice not permitted under law
    3. Does not include any gratuitous violence or profanity
    4. Does not include any material that defames, abuses, or threatens physical harm to others
    5. Does not promote any illegal substances or activities, such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
    6. Does not include any Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc)
    7. Does not include any hacking or Phreaking.
    8. Does not include, promote or otherwise endorse any illegal activity
    9. Does not include any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.

2. Termination

This Agreement shall commence upon Your acceptance and remain in effect until terminated. Unless stated otherwise in the relevant insertion order, this Agreement may be terminated by either party upon one (1) business days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. ADMATIQ reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

3. ADMATIQ Service Description

The ADMATIQ Service benefits online web site or application publishers, like Publisher, by providing Publisher with the opportunity for ADMATIQ to buy Publisher's advertising inventory. If AMATIQ buys advertising inventory from Publisher, ADMATIQ will monetize Publisher's advertising inventory ether directly or through a third party. For advertising inventory of Publisher that ADMATIQ does not buy, ADMATIQ will "pass" the inventory back to Publisher, who can then market it in the Publisher's usual manner. Participation in the ADMATIQ Service is subject to ADMATIQ's prior approval and Publisher's continued compliance with the T&Cs. ADMATIQ reserves the right to refuse participation to any applicant or participant at any time in ADMATIQ's sole discretion. Publisher's continued use of the ADMATIQ Service shall be deemed acceptance of these T&Cs.

4. Online Reports

Publisher will be granted access and may view the online reports relating to its activity within the ADMATIQ reporting system which during the relevant month are only estimated non-final numbers that may be changed or adjusted by ADMATIQ until 15 days after the end of the relevant month. Campaigns can be customized at any time by the ADMATIQ team to comply with Advertiser's ad serving numbers and instructions. At the end of the month the reports will be frozen and within 15 days will include the definitive numbers of earnings as maybe adjusted as aforesaid. Publisher agrees that ADMATIQ stats will be final and binding in every case and serve as the sole basis for the calculation of Your payments.

5. Representations and Warranties

You represent and warrant as follows:

  1. Publisher is and will be compliant with all applicable laws and regulations and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or which are otherwise not permitted;
  2. Publisher has and will maintain during the entire term of our business cooperation a process for reporting and removing infringing content which will be made publicly available through your website allowing third parties to report and demand removal of infringing and/or allegedly infringing content.
  3. Publisher will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable or non-permitted content;
  4. Publisher will not engage, promote or endorse in any illegal activity;
  5. Publisher own or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
  6. Publisher agrees to not use deceit when marketing Advertiser's offers or presenting these offers to consumers;
  7. Publisher has the right, power, and authority to enter into this Agreement and grant the rights specified herein;
  8. Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from ADMATIQ that allows ADMATIQ to measure ad performance and provide its service ("Site Data"). Publisher acknowledges that transactions which are not duly tracked and registered will not be eligible for payment;
  9. If instructed to do so by ADMATIQ and/or if this Agreement terminates, Publisher will immediately remove and discontinue the use of any Site Data;
  10. Publisher acknowledges that ADMATIQ does not represent, warrant, or make any specific or implied promises regarding the Advertiser programs made available to you through the ADMATIQ network (the "Program(s)"), including as to the successful outcome and/or generation of revenues;
  11. Publisher will display the creative exactly as it appears on the Program and will not alter any creative that has been provided to You in any manner;
  12. Publisher is exclusively responsible for all associated liabilities, expenses, claims, costs and legal fees resulting any fraudulent or non-compliant activities conducted, directly or indirectly, by Publisher;

6. PLACEMENT OF ADS

Without derogating from the aforesaid, Publisher may NOT place any ADMATIQ advertisements on alternative publishers or websites without written consent and approval of ADMATIQ Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, ADMATIQ reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against Publisher and/or demands financial compensation, based on the damages incurred by ADMATIQ as a result thereof. 6. Limitation of Liability; Disclaimer of Warranty. In no event shall ADMATIQ ve liable for any damages of any kind arising from Publisher's use of the site, operation of a program, or Publisher's display of any program creative on your media, including but not limited to broken images, special, indirect, incidental, punitive and consequential damages, even if ADMATIQ has been advised of the possibility of such damages. The information, content and services on the site are provided on an „as is" basis with no warranty. Publisher USES the site and run programs at him own risk. To the maximum extent permitted by law, ADMATIQ disclaims all representations and warranties of any kind, express or implied, with respect to the operation of the site, the information, services, and content included on the site and provided by ADMATIQ, including but not limited to implied warranties of merchantability and fitness for a particular purpose. ADMATIQ does not represent or warrant that the information on this site or provided by ADMATIQ is accurate, complete or current.

7. INDEMNITY

Publisher shall indemnify, defend and hold ADMATIQ harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Publisher's: (a) improper uses of the services provided by ADMATIQ, including acts or omissions by any third party affiliates acting through Publisher and/or Publisher's network; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

8. ASSIGNMENT AND JURISDICTION

ADMATIQ may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of ADMATIQ which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of Czech Republic. You expressly consent to the exclusive venue and personal jurisdiction of the state of Czech Republic for any actions arising from or relating to this Agreement.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

10. FORCE MAJEURE

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

11. MISCELLANEOUS

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier. ADMATIQ reserves the right to change any conditions of this contract at any time. You hereby designate and appoint ADMATIQ and its duly authorized representatives to act for and in your behalf to fill and submit any registrations and/or applications which may be required by various third parties in connection with the provision of the services provided by ADMATIQ pursuant to these Terms. You irrevocably waive any claim and/or demand towards ADMATIQ as a result thereof, including with respect to any use which may be made by any third party in connection with any such registrations and/or applications and acknowledge that this appointment is reasonable and necessary for granting You access to certain offers.

12. PUBLISHER EARNINGS

Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion order.

13. PAYMENTS

Publisher specifies a floor cost per thousand impressions ("CPM") price to be paid by ADMATIQ for any advertising inventory purchased from Publisher. Publisher acknowledges and agrees that ADMATIQ shall have no obligation to purchase any advertising inventory from Publisher. ADMATIQ shall only buy impressions at the floor price provided by the Publisher or above the floor price. The Publisher can change its floor price at any time. Publisher authorizes and represents that ADMATIQ shall issue the invoices on behalf of the Publisher.

All amounts earned and to be paid to Publisher will be calculated solely on the basis of ADMATIQ´s statistics ("Publisher Earnings"). A 30-day period will be necessary to validate purchases; ADMATIQ will carry out systematic fraud detection. Should ADMATIQ purchase advertising inventory from Publisher, payment will be made at the end of the month following the month during which the impressions delivered to ADMATIQ reach an amount of twenty euros (20), excluding taxes (30 days end of month payment). If the publisher delivered impressions to ADMATIQ reach the amount of 2 200 EUR / 2 500 USD or more, payment will be confirm: 5 % of amount in 5 days, 45 % of amount in 30 days, 50 % of amount in 60 days. Publisher Earnings are quoted exclusive of any taxes but the payment made by ADMATIQ to the Publisher shall be inclusive of any and all taxes, including VAT when applicable. The Publisher shall be responsible for the payment of all applicable taxes and the remuneration paid here-above shall not be adjusted upward to account for such taxes. Payments Methods: Bank-Wire / PayPal (paypal payment is limited to not more than 1.500 USD or 1.300 EUR), commision fee for paypal payment is 5 %. Minimum payment amounts: Wire 500 USD or 400 EUR, bank fees will pay in SHA rules. Paypal 30 USD or 20 EUR. Publisher is responsible for the payment of any taxes, fees, duties that may be levied or assessed in connection with this Agreement. ADMATIQ Is entitled to make any deductions or withholdings which may be due without any additional payment.

For any finance inquiries publisher can contact: billing@admatiq.com

14. Disclaimer

ADMATIQ disclaims all warranties with respekt to the ADMATIQ service, whether express or implied, including warranties or merchantibility, and fitness for any particular purpose. ADMATIQ does not warrant that the ADMATIQ service will operate uninterrupted or error-free and it is possible that the ADMATIQ service may be inaccessible, unavailable, or inoperable from time to time. ADMATIQ makes no represention or warranty about the result publisher will obtain thourgh the ADMATIQ service including the level of AD Unit impressions or clicks on any AD Unit or the timing of delivery of such impressions and/or click under these T&Cs. ADMATIQ is not responsible for the receipt of queries from end users of the site(s) or the transmission of data between the site(s) and ADMATIQ.

15. Limitation of Liability

Neither party will be liable for any special, indirect, consequential, punitive or exemplary demages in connection with this agreement, however caused and under whatever theory of liability, even if the other party has been advised of the posibility of such damages, to the maximum extent permitted by law each party´s liability under this agreement for any claim or related groop of claims, for whatever cause, whether in an action, in contract or in tort or otherwise, will be limited to general money damages and shall not exceed an amount equal to the aggregate fees actually paid during the immediate preceding 6 months.

16. Publisher's Obligation to Indemnify

Publisher agrees to indemnify and hold harmless ADMATIQ, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") against any thirdparty claims, arising from (a) any alleged violation of privacy; (b) any alleged infringement of the third party's copyright, patent, trade secret, trademark or other intellectual property rights; (c) any breach by Publisher of Publisher's Warranties; and (d) any alleged violation of applicable laws, rules, and regulations.

17. Legal informations

Company: ADMATIQ s.r.o., Company ID No. 05210402, VAT No. (CZ) 05210402, Headquarter: Bilkova 855/19, Old town, 110 00 Prague 1, Czech Rep., Contact address: Vinohradská 2396/184, 130 00 Prague 3, Czech Rep., Registered with the Municipal Court in Prague. Section C, Insert No. 260065