Advertiser Terms & Conditions

<div class=”form grid_12″>
<div id=”terms-of-service”>

<p>This Voban Performance Media Partner Network Advertiser Agreement (“Advertiser
Agreement”) governs the relationship between Voban Performance Media Partner Network (“Voban Performance Media
Partner Network” or “we”) and the entity accepting these terms (“Advertiser”),
whereby Advertiser may obtain access to registered third party partners
(“Partners”) and publishers (“Publishers”), and related technology and
software (“Ad Server”), to market customized advertisements and links provided
by Advertiser and/or Voban Performance Media Partner Network (“Ads,” as further defined below).
The Voban Performance Media Partner Network, as well as the services provided by Voban Performance Media Partner
Network in connection therewith (collectively “Services”), are further described
in the Insertion Order (“IO”) incorporated herein by reference (the IO, together
with this Advertiser Agreement, the “Agreement”). The terms of the IO shall
supersede all contrary terms set forth in this Advertiser Agreement, unless
expressly set forth to the contrary. In any instance where Advertiser is an
agency entering into the Agreement on behalf of a client, any reference to
“Advertiser” shall refer jointly to Advertiser as well as the applicable
underlying client.</p>

<h4>Voban Performance Media Partner Network/Services</h4>
<p>In connection with the Services set forth in the
Agreement, Voban Performance Media Partner Network shall undertake marketing campaigns
with Advertiser (each an “Ad Campaign”) whereby Voban Performance Media Partner Network
will distribute Advertiser’s proprietary advertising materials
including, without limitation, banners, buttons, text-links, clicks,
co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar
online media (collectively, “Advertiser Ads”) and/or, where applicable,
Voban Performance Media Partner Network Ads (as defined below) through the Voban Performance Media Partner
Network either:</p>
<ol>
<li><p>on Publisher websites via the Ad Server for
impressions-based Ad Campaigns (“CPM”); or </p></li>
<li><p>by Partners via e-mail based marketing, search
engine marketing, website based marketing and/or other online
marketing means. In connection with such Ad Campaigns, Advertiser
shall pay Voban Performance Media Partner Network commissions depending on the number
of valid clicks, impressions, sales/actions (“CPA”), applications
and leads (“Leads”), and/or such other compensable activities
generated on behalf of Advertiser as set forth in the subject IO
(collectively, “Actions”). The applicable Actions, the fees due to
Voban Performance Media Partner Network for each Action and other applicable terms
and conditions of the Ad Campaigns entered into hereunder shall be
specified in each IO. Voban Performance Media Partner Network shall not be held
liable or responsible for any actions or inactions of its Publishers
or Partners. </p></li>
</ol>

<h4>Account</h4>
<p>Upon the execution of the Agreement, Advertiser must
register on the Voban Performance Media Partner Network website and create a unique,
password-protected account (“Account”). Advertiser will be responsible
for safeguarding and maintaining the confidentiality of its Account and
associated password. Advertiser shall remain fully and solely
responsibility for any and all actions taken under Advertiser’s Account
, whether authorized by Advertiser or not. Advertiser must immediately
notify Voban Performance Media Partner Network of any unauthorized use of Advertiser’s
Account. Advertiser is responsible for keeping its Account information
current, complete and accurate, and Advertiser acknowledges and agrees
that Voban Performance Media Partner Network will have no responsibility or liability,
directly or indirectly, for failure to deliver notices as a result of
inaccurate Account information.</p>

<h4>Ads</h4>
<p>Unless stated otherwise in an IO, Advertiser shall
develop all aspects of the Advertiser Ads, other than where the parties
agree that Voban Performance Media Partner Network shall assist in the development of Ads
. The parties understand and agree that Advertiser is the sole owner of
any and all intellectual property rights associated with any Advertiser
Ads; other than those portions that Voban Performance Media Partner Network prepares on
Advertiser’s behalf (such portions hereinafter referred to as, the
“Voban Performance Media Partner Network Ads” and together with the Advertiser Ads, the
“Ads”). The parties understand and agree that Voban Performance Media Partner Network is
the sole owner of any and all intellectual property rights associated
with the Voban Performance Media Partner Network Ads, other than Advertiser’s trademarks
, logos, copyrights and other pre-existing Advertiser intellectual
property incorporated in the Voban Performance Media Partner Network Ads.</p>

<p>Under no circumstances shall Voban Performance Media Partner Network be
authorized to use the Ads other than in connection with Advertiser’s Ad
Campaigns as set forth in the IO(s). Advertiser shall submit all
Advertiser Ads to Voban Performance Media Partner Network for approval prior to the
commencement of the subject Ad Campaign set forth in the applicable IO.
After the applicable Ad has been approved by Voban Performance Media Partner Network,
Advertiser shall not alter, modify or otherwise change the Ads, or any
other Ads-related feature, in any manner whatsoever, without obtaining
Voban Performance Media Partner Network’s prior express written consent. Notwithstanding
the foregoing, Voban Performance Media Partner Network shall have sole discretion with
respect to the creation of the “subject” and “from” lines used in its
e-mailing of any Ads.</p>

<p>Voban Performance Media Partner Network reserves the right, in its sole
discretion and without liability, to: <ol>
<li><p>change any of its Ad Guidelines at any time;
and</p></li>
<li><p>reject, omit, exclude or terminate any Ad for
any reason at any time, with subsequent notice to the Advertiser,
whether or not such Ad was previously acknowledged, accepted or
published by Voban Performance Media Partner Network. Such reasons for rejection,
omission or exclusion of Ads include, but are not limited to, Voban Performance Media
Partner Network’s determination, in its sole discretion, that the
Ads, including the applicable products and/or services promoted by
such Ads (“Advertiser Products”), and any website linked to from
such Ads, are in violation of any applicable law, rule, regulation
or other judicial or administrative order or where the content
thereof may tend to bring disparagement, ridicule or scorn upon Voban Performance Media
Partner Network or any of its Publishers and/or Partners.</p></li>
</ol>
</p>

<p>Advertiser reserves the right to reject, omit, exclude,
terminate or request a change to the Ads at any time and Voban Performance Media Partner
Network shall, subject to the provisions set forth herein, comply with
such request as soon as practical but in no event later than three (3)
business days after its receipt thereof. Advertiser may cancel or
suspend a CPM-based Ad Campaign, or an Ad associated with such a
CPM-based Ad Campaign, effective within approximately twenty-four (24)
business hours of Voban Performance Media Partner Network’s receipt of Advertiser’s
cancellation notice, which Advertiser can deliver by logging into its
Account and following the instructions on the applicable menu.</p>

<h4>Placement</h4>
<p>The positioning, placement, frequency and other
editorial decisions related to Ads shall be made by Voban Performance Media Partner
Network and/or its Partners and Publishers, as applicable, in their
respective sole discretion. The applicable IO may set forth the
particular place(s) where Ads may appear and/or be distributed.
Advertiser agrees that in a case where no points of placement or
distributions are set forth in the applicable IO or, in cases where
“Run of Partner Network” or similar designation is specified in the
applicable IO, the Ads may appear at any point of placement and/or
distribution that Voban Performance Media Partner Network and/or its Partners and
Publishers may determine, in their respective sole discretion.</p>

<h4>Ad Codes</h4>
<p>Unless otherwise stated in writing by Voban Performance Media Partner
Network, each Ad used by Voban Performance Media Partner Network in connection with an
Ad Campaign must include, in unaltered form, the special transaction
tracking computer code provided by Voban Performance Media Partner Network (“Ad Codes”).
Advertiser will not knowingly modify, circumvent, impair, disable or
otherwise interfere with any Ad Codes and/or other technology and/or
methodology required or made available by Voban Performance Media Partner Network to be
used in connection with any and all Ads. All determinations made by Voban Performance Media
Partner Network in connection with the Ads, Actions and any associated
fees invoiced to Advertiser shall be final and binding on Advertiser.
Notwithstanding the foregoing, Voban Performance Media Partner Network’s Services do not
involve investigating or resolving any claim or dispute involving
Advertiser and any Publisher, Partner or other third party.</p>

<h4>E-mail Marketing</h4>
<p>The following terms apply to all Ad Campaigns
transmitted via e-mail by Voban Performance Media Partner Network’s Partners on behalf
of Advertiser. Advertiser will ensure that any and all e-mail based Ads:
</p>
<ol>
<li><p>shall comply with all applicable federal and
state laws including, but not limited to, the CAN-SPAM Act of 2003
(“CAN-SPAM”) and any and all Federal Trade Commission implementing
regulations;</p></li>
<li><p>must not infringe, misappropriate or otherwise
violate any copyright, patent, trademark, trade secret or other
similar intellectual property right, or otherwise violate or breach
any duty toward, or rights of, any person or entity including,
without limitation, rights of privacy and publicity; and</p></li>
<li><p>must not result in any consumer fraud, product
liability or breach of contract to which Advertiser is a party or
cause injury to any third party. Advertiser shall cause a valid
physical postal address for Advertiser to appear in each e-mail Ad,
along with a functioning unsubscribe link (such unsubscribe link
must remain active for at least thirty (30) days after e-mail
delivery).</p></li>
</ol>

<h4>Payments</h4>
<p>The rates for Actions shall be set forth in the
applicable IO(s). Unless otherwise set forth in the applicable IO, (i)
Voban Performance Media Partner Network will invoice Advertiser monthly, and (ii) payment
will be due to Voban Performance Media Partner Network within thirty (30) days of the
date appearing on each invoice. If payment is not made in a timely
manner, Voban Performance Media Partner Network may, at its option, immediately terminate
the Agreement and/or any applicable IO(s). Interest will accrue on any
past due amounts at the rate equal to the lesser of one and one half
percent (1.5%) per year or the maximum amount permitted by law. In
addition, Advertiser shall be liable to Voban Performance Media Partner Network for all
attorneys’ fees and other costs of collection incurred in collecting
such unpaid amounts. Advertiser agrees and acknowledges that it shall be
fully responsible for any and all taxes, whether state or local, and
related fees, costs and penalties incurred by Voban Performance Media Partner Network
and/or any of its Publishers or Partners.</p>

<h4>Leads/CPA/Unaccepted Actions</h4>
<p>In connection with Leads and CPA-based Ad Campaigns,
Advertiser will pay Voban Performance Media Partner Network for all Actions generated;
provided, however, that Advertiser shall have no obligation to pay for
any Lead/CPA-based Action that:</p>
<ol>
<li><p>it rejects within five (5) days of its receipt
thereof; and</p>
<li><p>both parties determine is not a Valid Action
(as defined below). Where Voban Performance Media Partner Network determines that
such Action is a Valid Action, Advertiser must pay for same. A
“Valid Action” means an individual person that: <ol>
<li><p>is not a computer generated user, such as a
robot, spider, computer script or other automated, artificial or
fraudulent method designed to appear like an individual, real
live person;</p></li>
<li><p>in the case of CPA-based Campaign, is a
valid sale that is not fraudulent, cancelled, charged back or
otherwise nullified; and</p></li>
<li><p>in the case of Leads-based Campaigns, has
submitted information that meets all of Advertiser’s criteria
as set forth in the applicable IO. The data associated with any
and all Lead/CPA-based Actions (“Action Data”) that are not both
accepted and paid for by Advertiser shall be deemed the
Confidential Information of Voban Performance Media Partner Network, subject to
any and all restrictions set forth herein (“Unaccepted Action
Data”). Upon Advertiser’s acceptance of a Lead/CPA-based Action
(and payment to Voban Performance Media Partner Network therefor in accordance
with payment terms set forth herein and in the applicable IO),
Voban Performance Media Partner Network shall grant to Advertiser joint
ownership and the full right to use such Action Data. Where
Advertiser does not accept Leads/CPA-based Actions, where
Advertiser fails to make payments for same in accordance with
the payment terms herein and in the applicable IO and/or where
such Leads/CPA-based Actions are later determined not to be
Valid Actions, Advertiser shall have no rights in and to such
Action Data, and such Action Data shall be considered and
treated as Unaccepted Action Data. </p></li>
</ol></p></li>
</ol><br/>
<p>Without limiting the generality of the confidentiality
obligations set forth herein, Advertiser agrees that it:<ol>
<li><p>will not transfer, export, display, forward or
otherwise share information contained in the Unaccepted Action Data
to/with any third party;</p></li>
<li><p>will not use the information contained in the
Unaccepted Action Data on its own behalf in any manner not expressly
authorized by Voban Performance Media Partner Network;</p></li>
<li><p>will not use the information contained in the
Unaccepted Action Data to create any derivative product; </p></li>
<li><p>will not publicly display the information
contained in the Unaccepted Action Data on the Internet; and </p></li>
<li><p>will notify Voban Performance Media Partner Network as soon as it
learns of any actual or suspected unauthorized use of or access to
the information contained in the Unaccepted Action Data and provide
reasonable assistance to Voban Performance Media Partner Network in the investigation
and prosecution of any such unauthorized use or disclosure.</p></li>
</ol></p>

<h4>Term/Termination</h4>
<p>The Agreement shall continue until terminated. Each IO
shall continue for the term set forth the IO. Either party may terminate
the Agreement and/or any IO at any time with five (5) business days’
prior written notice. Upon termination or expiration of the Agreement
for any reason:</p>
<ol>
<li><p>Advertiser will pay Voban Performance Media Partner Network all
amounts then due and owing as of the termination date within thirty
(30) days as set forth in Section 7 hereinabove; </p></li>
<li><p>any and all licenses and rights granted to
either party in connection with the Agreement shall immediately
cease and terminate; and</p></li>
<li><p>any and all Confidential Information or
proprietary information of either party that is in the other
party’s possession or control must be immediately returned or
destroyed.</p></li>
</ol>
<p>Notwithstanding any termination of the Agreement, any
provisions of the Agreement that may reasonably be expected to survive
termination of the Agreement, shall survive and remain in effect in
accordance with their terms.</p>

<h4>Warranty/Limitation of Liability</h4>
<p>THE VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK, SERVICES, VOBAN PERFORMANCE MEDIA AFFILIATE
NETWORK ADS, ACTIONS AND AD CODES PROVIDED BY VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK
UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO ARE SUPPLIED ON AN “AS IS”
AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT OF THE LAW, VOBAN PERFORMANCE MEDIA
AFFILIATE NETWORK MAKES NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF
PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS,
IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK DOES NOT WARRANT OR GUARANTEE ACTIONS,
CONVERSION RATES AND/OR RESPONSE RATES. THE VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK,
SERVICES, VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK ADS, ACTIONS AND/OR AD CODES MAY
CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. VOBAN PERFORMANCE MEDIA AFFILIATE
NETWORK HAS NO LIABILITY, WHATSOEVER TO ADVERTISER OR ANY THIRD PARTY
FOR ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION
PROCEDURES, AND VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS AND
PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE.
VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING
LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. IN NO EVENT
SHALL VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK BE RESPONSIBLE FOR ANY CONSEQUENTIAL,
SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT
LIMITATION, LOST REVENUE OR PROFITS, EVEN IF VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK
WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT
OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT AND/OR ANY IO AS A
RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK’S
CONTROL. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, VOBAN PERFORMANCE MEDIA
AFFILIATE NETWORK’S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE
LIMITED TO THE AMOUNTS PAID TO VOBAN PERFORMANCE MEDIA AFFILIATE NETWORK BY ADVERTISER
DURING THE PRIOR SIX (6) MONTH PERIOD PURSUANT TO THE AGREEMENT. VOBAN PERFORMANCE MEDIA
AFFILIATE NETWORK SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY
ACTIONS OR INACTIONS OF PUBLISHERS AND/OR AFFILIATES.</p>

<h4>Representation and Warranties</h4>
<p>The parties agree to the terms in the General Data
Protection Regulation Data Processing Addendum, which is incorporated
into this Agreement.</p>
<p>Advertiser represents and warrants that:</p>
<ol>
<li><p>it has the power and authority to enter into and
perform its obligations under the Agreement;</p></li>
<li><p>at all times, the Ads (and their transmission),
the Advertiser Products, any Advertiser website linked to from the
Ads (collectively, the “Advertiser Materials”) and Advertiser itself
will comply with all applicable foreign, federal, state or local
laws, rules, regulations and ordinances including, without
limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting
Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone
Consumer Protection Act, the Fair Debt Collection Practices Act, the
Federal Communications Act, and all rules and regulations
promulgated under any of the foregoing, as well as all applicable
state laws including, without limitation, the California Financial
Privacy Act and the Vermont Consumer Protection Act, and all rules
and regulations promulgated under such state laws (collectively,
“Laws”);</p></li>
<li><p>it owns and/or has any and all rights to permit
the use of the Advertiser Ads and, where approved, Voban Performance Media Partner
Network Ads, by Voban Performance Media Partner Network, its Publishers and
Partners, as contemplated by the Agreement; </p></li>
<li><p>at all times, the Advertiser Materials and
Advertiser itself will not violate any applicable rights of any
third party including, but not limited to, infringement or
misappropriation of any copyright, patent, trademark, trade secret
or other proprietary, property or other intellectual property
right;</p></li>
<li><p>it will not disable “back” browser functionality
to prohibit end-users from returning to the website from which the
Ad was selected, if applicable;</p></li>
<li><p>Advertiser has a reasonable basis for any and
all claims made within the Ads and possesses appropriate
documentation to substantiate such claims;</p></li>
<li><p>for CPA and Leads Campaigns, the Ads, and/or the
landing page from each Ad where an Action is completed (for example,
Advertiser’s website page where an end-user is directed when such
end-user clicks on the Ad, fills in a registration form or takes a
similar action in connection with the Ad) contains a prominent link
to Advertiser’s privacy policy, which policy provides, at a
minimum, adequate notice, disclosure and choices to end users
regarding Advertiser’s use, collection and disclosure of their
personal information;</p></li>
<li><p>Advertiser shall fulfill all commitments made in
the Ads;</p></li>
<li><p>no Ad is targeted to end-users under the age of
eighteen (18);</p></li>
<li><p>prior to loading any computer program onto an
individual’s computer including, without limitation, programs
commonly referred to as adware and/or spyware, and cookies,
Advertiser shall provide clear and conspicuous notice to, and shall
obtain the express consent of, such individual to install such
computer program and/or cookies;</p></li>
<li><p>the Ads, Advertiser Products, any Advertiser
website linked to from the Ads do not and will not:</p></li>
<ol>
<li><p>contain any misrepresentations or content
that is defamatory;</p></li>
<li><p>contain content that is violent, obscene,
offensive, including content that contains nudity or implied
nudity or content that is morally or ethically offensive or
sexually suggestive;</p></li>
<li><p>promote or support gambling or sweepstakes
or contests; or</p></li>
<li><p>contain any “worm,” “virus” or other device
that could impair or injure any person or entity;</p></li>
</ol>
<li><p>Advertiser is not, nor is Advertiser acting on
behalf of any person or entity that is, prohibited from engaging in
transactions with U.S. citizens, nationals or entities under
applicable U.S. law and regulation including, but not limited to,
regulations issued by the U.S. Office of Foreign Assets Control
(“OFAC”); and </p></li>
<li><p>Advertiser is not, nor is Advertiser acting on
behalf of any person or entity that is, a Specially Designated
National (“SDN”), as OFAC may so designate from time to time. </p></li>
</ol>

<h4>Indemnification</h4>
<p>Advertiser shall irrevocably defend, indemnify and hold
Voban Performance Media Partner Network, its Publishers, Partners and each of their
respective employees, officers, directors, members, managers,
shareholders, contractors and agents harmless from and against any and
all liability, loss, damage or expense (including, without limitation,
reasonable attorneys’ fees, costs and expenses) arising out of or
related to any allegation, claim or cause of action, involving:</p>
<ol>
<li><p>Advertiser’s breach of the Agreement, any and
all applicable IO(s) or any representation or warranty contained
therein;</p></li>
<li><p>the Ads, Advertiser Products and/or Advertiser
websites; and/or</p></li>
<li><p>any claim that Voban Performance Media Partner Network is
obligated to pay any taxes in connection with Advertiser’s
participation hereunder.</p></li>
</ol>

<h4>Confidentiality</h4>
<p>For purposes of the Agreement, “Confidential
Information” shall mean all data and information, of a confidential
nature or otherwise, disclosed during the term of the Agreement by one
party (“Disclosing Party”) to the other party (“Receiving Party”), as
well as information that the Receiving Party knows or should know that
the Disclosing Party regards as confidential including, but not limited
to:</p></li>
<ol>
<li><p>a party’s business plans, strategies, know how,
marketing plans, suppliers, sources of materials, finances, business
relationships, personally identifiable end-user information, pricing
, technology, employees, trade secrets and other non-public or
proprietary information whether written, oral, recorded on tapes or
in any other media or format;</li>
<li><p>the material terms of the Agreement and/or any
associated IO(s);</p></li>
<li><p>with respect to Voban Performance Media Partner Network, the
Unaccepted Action Data and suppression lists; and</p>
</li>
<li><p>any information marked or designated by the
Disclosing Party as confidential.</p></li>
</ol><br/>
<p>The Receiving Party agrees to hold all Confidential
Information in trust and confidence and, except as may be authorized by
the Disclosing Party in writing, shall not use such Confidential
Information for any purpose other than as expressly set forth in the
Agreement or disclose any Confidential Information to any person,
company or entity, except to those of its employees and professional
advisers:</p>
<ol>
<li><p>who need to know such information in order for
the Receiving Party to perform its obligations hereunder; and </p></li>
<li><p>who have entered into a confidentiality
agreement with the Receiving Party with terms at least as
restrictive as those set forth herein.</li></p>
</ol>
<p>Confidential information shall not include any
information that the Receiving Party can verify with substantial proof
that:</p>
<ol>
<li><p>is generally available to or known to the public
through no wrongful act of the receiving party;</p></li>
<li><p>was independently developed by the Receiving
Party without the use of Confidential Information; or</p></li>
<li><p>was disclosed to the Receiving Party by a third
party legally in possession of such Confidential Information and
under no obligation of confidentiality to the Disclosing Party. </p></li>
</ol><br/>
<p>The Receiving Party agrees that monetary damages for
breach of confidentiality may not be adequate and that the disclosing
party shall be further entitled to injunctive relief, without the
requirement to post bond.</p>

<h4>Non-Circumvention</h4>
<p>Advertiser recognizes that Voban Performance Media Partner Network has
proprietary relationships with its Publishers and Partners. Advertiser
agrees not to circumvent Voban Performance Media Partner Network’s relationship with such
Publishers and Partners, or to otherwise solicit, purchase, contract for or
obtain services similar to the Services performed by Voban Performance Media Partner Network
hereunder from any Publisher and/or Partner that is known, or should
reasonably be known, by Advertiser to have such a relationship with Voban Performance Media
Partner Network, during the term of the Agreement. Notwithstanding the
foregoing, to the extent that Advertiser can show that any such Publishers and
Partners already provided such services to Advertiser prior to the date of the
first IO executed by the parties, then Advertiser shall not be prohibited from
continuing such relationship. Advertiser agrees that monetary damages for its
breach, or threatened breach, of this Section 14 will not be adequate and that
Voban Performance Media Partner Network shall be entitled to:</p>
<ol>
<li><p>injunctive relief (including temporary and preliminary
relief) without the requirement to post a bond; and</p></li>
<li><p>any and all other remedies available to Voban Performance Media Partner
Network at law or in equity.</p></li>
</ol>

<h4>Force Majeure</h4>
<p>Other than with respect to payment obligations arising hereunder
, neither party will be liable, or be considered to be in breach of this
Agreement, on account of such party’s delay or failure to perform as required
under the terms of this Agreement as a result of any causes or conditions that
are beyond such party’s reasonable control and that such party is unable to
overcome through the exercise of commercially reasonable diligence (a “Force
Majeure Event”). If any such Force Majeure Event occurs including, without
limitation, acts of God, fires, explosions, telecommunications, Internet or
Partner Network failure, results of vandalism or computer hacking, storm or
other natural occurrences, national emergencies, acts of terrorism,
insurrections, riots, wars, strikes or other labor difficulties, or any act or
omission of any other person or entity, the affected party will give the other
party notice and will use commercially reasonable efforts to minimize the impact
of any such event.</p>

<h4>Miscellaneous</h4>
<ol>
<li><p>Assignment. Advertiser may not assign, transfer or
delegate any of its rights or obligations under the Agreement or any IO
without the prior written consent of Voban Performance Media Partner Network, and any
attempts to do so shall be null and void; provided, however, that either
party may assign the Agreement, any IO or any portion hereof/thereof, to:</p></li>
<ol>
<li><p>an acquirer of all or substantially all of such
party’s equity, business or assets;</p></li>
<li><p>a successor in interest whether by merger,
reorganization or otherwise; or</p></li>
<li><p>any entity controlling or under common control with
such party.</p></li>
</ol>
<li><p>Choice of Law/Venue. The Agreement shall be construed in
accordance with and governed by the laws of the State of Washington. In the
event that any suit, action or other legal proceeding shall be instituted
against either party in connection with the Agreement, each hereby submits
to a court of competent jurisdiction located in King County, Washington, and
further agrees to comply with all the requirements necessary to give such
court jurisdiction.</p></li>
<li><p>Modification. The Agreement, any exhibits attached
hereto and any and all applicable IO(s) represent the complete and entire
expression of the agreement between the parties, and shall supersede any and
all other agreements, whether written or oral, between the parties. The
Agreement, any exhibits attached hereto and any and all applicable IO(s) may
be amended only by a written agreement executed by an authorized
representative of each party. To the extent that anything in or associated
with any IO is in conflict or inconsistent with the Agreement, the IO shall
take precedence. Notwithstanding the foregoing Voban Performance Media Partner Network may
modify any of the terms and conditions of this Agreement at any time by
providing Advertiser with a notification by email. The changes will become
effective ten (10) business days after such notice. If the modifications are
unacceptable to Advertiser, Advertiser may terminate this Agreement without
penalty within such ten (10) business day period. Advertiser’s continued
use if the Services ten (10) business days after a change notice has been
posted will constitute Advertiser’s acceptance of such change.</p></li>
<li><p>Non-Waiver/Severability. No waiver of any breach of any
provision of the Agreement shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions hereof,
and no waiver shall be effective unless made in writing and signed by an
authorized representative of the waiving party. If any provision contained
in the Agreement is determined to be invalid, illegal or unenforceable in
any respect under any applicable law, then such provision will be severed
and replaced with a new provision that most closely reflects the real
intention of the parties, and the remaining provisions of the Agreement will
remain in full force and effect.</p></li>
<li><p>Relationship of the Parties. The parties hereto are
independent contractors. There is no relationship of partnership, agency,
employment, franchise or joint venture between the parties. Neither party
has the authority to bind the other, or incur any obligation on its behalf;
provided, however, that Voban Performance Media Partner Network acts as a limited agent of
Advertiser for the sole purpose of performing the Services set forth in
applicable IO(s).</p></li>
</ol>

<p><br/>IN WITNESS WHEREOF, Voban Performance Media Partner Network and Advertiser
have caused this Advertiser Agreement to be executed by their duly authorized
representatives.</p><br/>

<h4>GDPR Data Processing Addendum</h4>
<p>This General Data Protection Regulation Data Processing Addendum
(“GDPR Addendum”) is incorporated by reference into the Partner Network
Advertiser Agreement by and between You (“Advertiser”), and Us (“Network” or
Processor”), (collectively, the “Agreement”). This GDPR Addendum is entered
into as of the date of the Advertiser Program Operating Agreement.</p>

<p>This GDPR Addendum sets out the terms that apply when Personal
Data, as defined in the Data Protection Legislation, is processed by Network
under the Agreement. The purpose of the GDPR Addendum is to ensure such
processing is conducted in accordance with applicable laws, including EU Data
Protection Legislation, and with due respect for the rights and freedoms of
individuals whose Personal Data are processed.</p>

<h4>DEFINITIONS</h4>
<p>Capitalized terms used but not defined in this GDPR Addendum
have the same meanings as set out in the Agreement.</p>
<p><strong>Data Protection Legislation: </strong>
(i) unless and until the GDPR is no longer directly applicable in
the UK, the General Data Protection Regulation ((EU) 2016/679) and any national
implementing laws, regulations and secondary legislation, as amended or updated
from time to time, in the UK and then (ii) any successor legislation to the GDPR
or the Data Protection Act 1998.</p>

<h4>Applicability</h4>
<p>Applicability. This GDPR Addendum shall only apply to the extent
Advertiser is established within the European Union (“EU”) or Switzerland or the
United Kingdom and/or to the extent Network processes Personal Data of Data
Subjects located in the EU or Switzerland or the United Kingdom on behalf of
Advertiser.</p>

<h4>Data Protection</h4>
<p>Both parties will comply with all applicable requirements of the
Data Protection Legislation. This Section 1 is in addition to, and does not
relieve, remove or replace, a party’s obligations under the Data Protection
Legislation.</p>

<p>The parties acknowledge that for the purposes of the Data
Protection Legislation, the Advertiser is the data controller and Network is the
data processor (where Data Controller and Data Processor have the meanings as
defined in the Data Protection Legislation).</p>

<p>Without prejudice to the generality of clause 1.1, the
Advertiser, as Controller, shall be responsible for ensuring that, in connection
with Advertiser Personal Data and the Services, (i) it has complied, and will
continue to comply, with all applicable laws relating to privacy and data
protection, including EU Data Protection Legislation; and (ii) it has, and will
continue to have, the right to transfer, or provide access to, the Personal Data
to Network for processing in accordance with the terms of the Agreement and this
GDPR Addendum.</p>

<p>Without prejudice to the generality of clause 1.1, Network shall
, in relation to any Personal Data processed in connection with the performance
by Network of its obligations under this agreement:<ol>
<li><p>
process that Personal Data only for the purposes set forth in
the Agreement and Schedule 1 and only in accordance with the lawful,
documented instructions of Advertiser, except where otherwise required by
applicable law. Any processing required outside of the scope of these
instructions (inclusive of the rights and obligations set forth under the
Agreement) will require prior written agreement of the parties. Where
Network is relying on laws of a member of the EU or EU law as the basis for
processing Personal Data, Network shall promptly notify the Advertiser of
this before performing the processing required by the Applicable Laws unless
those Applicable Laws prohibit Network from so notifying the Advertiser; </li></p>
<li><p>
ensure that it has in place appropriate technical and
organizational measures, available for review and approval by the Advertiser
, to protect against unauthorized or unlawful processing of Personal Data
and against accidental loss or destruction of, or damage to, Personal Data,
appropriate to the harm that might result from the unauthorized or unlawful
processing or accidental loss, destruction or damage and the nature of the
data to be protected, having regard to the state of technological
development and the cost of implementing any measures (those measures may
include, where appropriate, pseudonymising and encrypting Personal Data,
ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to Personal
Data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and
organizational measures adopted by it); </li></p>
<li><p>
ensure that all personnel who have access to and/or process
Personal Data are obliged to keep the Personal Data confidential; and
Network complies with its obligations under the Data Protection Legislation
by providing an adequate level of protection to any Personal Data that is
transferred; </li></p>
<li><p>
assist the Advertiser, at the Advertiser’s cost, in responding
to any request from a Data Subject and in ensuring compliance with its
obligations under the Data Protection Legislation with respect to security,
breach notifications, impact assessments and consultations with supervisory
authorities or regulators. For the avoidance of doubt, Advertiser is
responsible for responding to Data Subject request for access, correction,
restriction, objection, erasure or data portability of that Data Subject’s
Personal Data; </li></p>
<li><p>
notify the Advertiser without undue delay on becoming aware of
a Personal Data breach; </li></p>
<li><p>
upon termination or expiration of the Agreement, in accordance
with the terms of the Agreement and within a reasonable amount of time,
delete or make available to Advertiser for retrieval all relevant Personal
Data in Network’s possession; except to the extent that Network is required
by any applicable law to retain some or all of such data. Network shall
extend the protections of the Agreement and this GDPR Addendum to any such
Personal Data and limit any further processing of such Personal Data to only
those limited purposes that require the retention; and </li></p>
<li><p>
maintain complete and accurate records and information to
demonstrate its compliance with this Section 2.4. </li></p>
</ol></p>

<p>The Advertiser consents to Network appointing third-party
processors of Personal Data under this agreement, including TUNE
(“Sub-processors”). Network confirms that it has entered or (as the case may
be) will enter with the third-party processor into a written agreement
substantially similar to those set out in this Agreement. As between the
Advertiser and Network, Network shall remain fully liable for all acts or
omissions of any Sub-processor appointed by it pursuant to this Section 2.5.</p>
<p>Network may, at any time on not less than 30 days’ notice with
email sufficing, add or make changes to the Sub-processors. Advertiser may
object in writing to Network’s appointment of a new Sub-processor within five
(5) business days of such notice, provided that such objection is based on
reasonable grounds relating to data protection. In such event, the parties will
discuss such concerns in good faith with a view to achieving resolution. If
Network cannot provide an alternative Sub-processor, or the parties are not
otherwise able to achieve resolution as provided in the preceding sentence,
Advertiser, as its sole and exclusive remedy, may terminate the Agreement.</p>

<h4>Miscellaneous</h4>
<p>Except as stated in this GDPR Addendum, the Agreement will
remain in full force and effect. If there is a conflict between the Agreement
and this GDPR Addendum, the terms of this GDPR Addendum will control.</p>
<p>Any claims brought under this GDPR Addendum shall be subject to
the terms and conditions, including by not limited to, the exclusion and
limitations set forth in the Agreement. </p>

<h4>Schedule 1 Processing, Personal Data and Data Subjects</h4>
<p>
<strong>Details of Data Processing</strong>
</p>
<ol>
<li><p>
<strong><span style=”text-decoration: underline;”>
Subject Matter: </span></strong>
The subject matter of the data processing under this GDPR
Addendum is the Advertiser Personal Data. </li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Duration: </span></strong>
As between Network and Advertiser, the duration of the data
processing under this GDPR Addendum is until the termination of the
Agreement in accordance with its terms. </li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Purpose: </span></strong>
The purpose of the data processing under this GDPR Addendum is
the provision of the Services to the Advertiser and the performance of
Network’s obligations under the Agreement (including this GDPR Addendum) or
as otherwise agreed by the parties in mutually executed written form. </li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Nature of the processing: </span></strong>
Network provides performance marketing solutions and such other
Services as described in the Agreement, which process Advertiser Personal
Data upon the instruction of the Advertiser in accordance with the terms of
the Agreement. </li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Categories of data subjects: </span></strong>
Advertiser may submit Advertiser Personal Data to the Services,
the extent of which is determined and controlled by Advertiser in its sole
discretion, and which may include, but is not limited to, Personal Data
relating to the following categories of data subjects: <ol>
<li><p>
Employees, agents, advisors, freelancers of Advertiser
(who are natural persons); and/or </li></p>
<li><p>
Advertiser’s end-users authorized by Advertiser to use
the Services. </li></p>
</ol>
</li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Types of Personal Data: </span></strong>
Advertiser may submit Advertiser Personal Data to the Services,
the extent of which is determined and controlled by Advertiser in its sole
discretion, and which may include, but is not limited to identification and
contact data; financial information; and/or certain information about
Advertiser’s end users (such as IP address and device identifier). </li></p>
<li><p>
<strong><span style=”text-decoration: underline;”>
Sensitive Personal Data (if applicable): </span></strong>
Advertiser shall not send Network any Sensitive Personal Data
(as defined in the Data Protection Legislation).

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