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General Terms and Conditions


Contracting Parties:

Business company:
Identification Number:
Represented by:
1. Conditions
1. In order to be eligible to become a ADPOINTS.MEDIA publisher (the "Publisher"), all websites
or affiliated websites or Publishers must meet the following criteria:
a) Be content-based, not simply a list of links or advertisements, nor can the site be centered
on making money off of our Advertisers.
b) Be fully functional at all levels; no "under construction" sites or sections.
c) 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:
a) Does not include any racial, ethnic, political, hate-mongering or otherwise objectionable
b) Does not include any investment, money-making opportunities or advice not permitted
under law
c) Does not include any gratuitous violence or profanity
d) Does not include any material that defames, abuses, or threatens physical harm to others
e) Does not promote any illegal substances or activities, such as illegal online gambling,
how to build a bomb, counterfeiting money, etc.
f) Does not include any Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc)

g) Does not include any hacking or Phreaking.

h) Does not include, promote or otherwise endorse any illegal activity
i) 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. ADPOINTS.MEDIA reserves the right, in its sole and
absolute discretion, to terminate a campaign and remove any advertisements at any time for any
3. ADPOINTS.MEDIA Service Description
The ADPOINTS.MEDIA Service benefits online web site or application publishers, like Publisher,
by providing Publisher with the opportunity for ADPOINTS.MEDIA to buy Publisher's advertising
inventory. If ADPOINTS.MEDIA buys advertising inventory from Publisher, ADPOINTS.MEDIA
will monetize Publisher's advertising inventory either directly or through a third party. For
advertising inventory of Publisher that ADPOINTS.MEDIA does not buy, ADPOINTS.MEDIA will
"pass" the inventory back to Publisher, who can then market it in the Publisher's usual manner.
Participation in the ADPOINTS.MEDIA Service is subject to ADPOINTS.MEDIA's prior approval
and Publisher's continued compliance with the T&Cs. ADPOINTS.MEDIA reserves the right to
refuse participation to any applicant or participant at any time in ADPOINTS.MEDIA's sole
discretion. Publisher's continued use of the ADPOINTS.MEDIA 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
ADPOINTS.MEDIA reporting system which during the relevant month are only estimated non-final
numbers that may be changed or adjusted by ADPOINTS.MEDIA until 15 days after the end of the

relevant month. Campaigns can be customized at any time by the ADPOINTS.MEDIA 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 ADPOINTS.MEDIA 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:
a) 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;
b) 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.
c) 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;
d) Publisher will not engage, promote or endorse in any illegal activity;
e) Publisher own or has the legal right to use and distribute all content, copyrighted material,
products, and services displayed on Your Media;
f) Publisher agrees to not use deceit when marketing Advertiser's offers or presenting these
offers to consumers;
g) Publisher has the right, power, and authority to enter into this Agreement and grant the
rights specified herein;
h) 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 ADPOINTS.MEDIA that allows ADPOINTS.MEDIA 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;
i) If instructed to do so by ADPOINTS.MEDIA and/or if this Agreement terminates,
Publisher will immediately remove and discontinue the use of any Site Data;
j) Publisher acknowledges that ADPOINTS.MEDIA does not represent, warrant, or make

any specific or implied promises regarding the Advertiser programs made available to you
through the ADPOINTS.MEDIA network (the "Program(s)"), including as to the successful
outcome and/or generation of revenues;
k) 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;
l) 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;
Without derogating from the aforesaid, Publisher may NOT place any ADPOINTS.MEDIA
advertisements on alternative publishers or websites without written consent and approval
of ADPOINTS.MEDIA 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, ADPOINTS.MEDIA 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 ADPOINTS.MEDIA as a result
thereof. 6. Limitation of Liability; Disclaimer of Warranty. In no event shall ADPOINTS.MEDIA
be 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
ADPOINTS.MEDIA 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, ADPOINTS.MEDIA
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
ADPOINTS.MEDIA, including but not limited to implied warranties of merchantability and fitness
for a particular purpose. ADPOINTS.MEDIA does not represent or warrant that the information on
this site or provided by ADPOINTS.MEDIA is accurate, complete or current.
Publisher shall indemnify, defend and hold ADPOINTS.MEDIA 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
ADPOINTS.MEDIA, 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.
ADPOINTS.MEDIA may assign this Agreement to a subsidiary or business successor. You may not
assign this Agreement without the prior written consent of ADPOINTS.MEDIA 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.
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.
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.
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. ADPOINTS.MEDIA
reserves the right to change any conditions of this contract at any time. You hereby designate and

appoint ADPOINTS.MEDIA 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 ADPOINTS.MEDIA pursuant to these
Terms. You irrevocably waive any claim and/or demand towards ADPOINTS.MEDIA 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.
Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion
Publisher specifies a floor cost per thousand impressions ("CPM") price to be paid by
ADPOINTS.MEDIA for any advertising inventory purchased from Publisher. Publisher
acknowledges and agrees that ADPOINTS.MEDIA shall have no obligation to purchase any
advertising inventory from Publisher. ADPOINTS.MEDIA 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 ADPOINTS.MEDIA 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 ADPOINTS.MEDIAs statistics ("Publisher Earnings"). A 30-day period will be necessary to
validate purchases; ADPOINTS.MEDIA will carry out systematic fraud detection. Payment will be
made 60 day after an invoice was issued which is every 5 th day of a month following the month
during which the impressions delivered to ADPOINTS.MEDIA if the payment reach an amount of
fifty euros (50), excluding taxes. If the value of impressions delivered to ADPOINTS.MEDIA reach
the amount of 2 500 EUR / 2 200 USD or more, payment will done as follows: 5 % of amount in 5
days, 45 % of amount in 30 days, 50 % of amount in 60 days after an invoice was issued. Publisher
s Earnings are quoted exclusive of any taxes but the payment made by ADPOINTS.MEDIA 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: Wire / PayPal (paypal
payment is limited to not more than 1.500 USD or 1.300 EUR). Minimum payment amounts: Wire

500 USD or 400 EUR. Paypal 70 USD or 50 EUR. Publisher is responsible for the payment of any
taxes, fees, duties that may be levied or assessed in connection with this Agreement.
ADPOINTS.MEDIA Is entitled to make any deductions or withholdings which may be due without
any additional payment.
For any finance inquiries publisher can contact:
14. Disclaimer
ADPOINTS.MEDIA hereby disclaims all warranties with respect to the ADPOINTS.MEDIA
service, whether express or implied, including warranties or merchantability, and fitness for any
particular purpose. ADPOINTS.MEDIA does not warrant that the ADPOINTS.MEDIA service will
operate uninterrupted or error-free and it is possible that the ADPOINTS.MEDIA service may be
inaccessible, unavailable, or inoperable from time to time. ADPOINTS.MEDIA makes no
representation or warranty about the result publisher will obtain through the ADPOINTS.MEDIA
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. ADPOINTS.MEDIA is not responsible
for the receipt of queries from end users of the site(s) or the transmission of data between the site(s)
15. Limitation of Liability
Neither party will be liable for any special, indirect, consequential, punitive or exemplary damages
in connection with this agreement, however caused and under whatever theory of liability, even if
the other party has been advised of the possibility of such damages, to the maximum extent
permitted by law each partys liability under this agreement for any claim or related group 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 ADPOINTS.MEDIA, 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 third-party 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.