Agreement for rendering of lead generation services

This Agreement for rendering of lead generation services (hereinafter referred to as the "Agreement") is the public offer of Terax Trade Ltd. (hereinafter referred to as "Advertiser"), addressed to legal entities and individuals (hereinafter referred to as the "Publisher").

The acceptance of the public offer (conclusion of an agreement) is performed by performing one of the following actions (hereinafter referred to as the "Actions"): creating a personal account on the Advertiser's website or marking in the field "I accept / I agree" on the web page containing the Agreement or ticking a box, which confirm the Publisher's consent to accept terms of this Agreement. The performing of the Actions means full acceptance of the terms of the Agreement.

1. BASIC DEFINITIONS USED IN THE AGREEMENT

For the purposes hereof the Parties shall use the following definitions:

• Internet shall mean the worldwide system of connected computer nets.
• User shall mean a Natural Person or Legal Entity using the Internet for receiving, transmitting and viewing information as well as for goods and services purchasing or selling.
• Website shall mean an information resource on the Internet with a unique URL address and representing a complex of interconnected web pages united on subject characteristics and meant for publication of information on the Internet.
• Web Page shall mean an independent composite part of a website, a separate document on the Internet created on the basis of HTML language, identified by a unique address (URL), containing information (text, graphics, audio and video files).
• Advertising and Informational Material (AIM) shall mean the hypertext link to the Advertiser's website (website of a lead performance – landing page) given to the Publisher by the Advertiser as well as the landing and pre-landing pages, banners and any other materials generated by the Publisher of its own accord and placed on the Internet web pages chosen by the Publisher for the purpose of rendering services upon the Agreement hereunder. Types (formats) of AIM placed by the Publisher to fulfill the Agreement shall be chosen by the Publisher independently.
• Lead shall mean performance by the Internet user of an action defined beforehand by the Advertiser on the website of the Advertiser or its' clients on which the Advertiser inserts a post-back URL, which technically defines the source of performed purchase. The characteristics and conditions of lead placement and lead performance shall be determined by the Parties in the Insertion Order to this agreement and in the Terax Trade Ltd. system.
• Statistical Data shall mean a detailed report on the Advertiser's lead performance on Internet websites, specifying information on amount of provided services.
• System of Internet Advertising and Audit Management of the Advertiser (hereinafter referred to as "System") shall mean a computer program which is applied by the Advertiser for gathering statistical data on the services provided by the Publisher hereunder.
• Integration methods – technical means of information transfer from the Publisher to the Advertiser and vice versa.

The following types of integration may be applied between the Publisher and the Advertiser:

• Postback URL – a specific link created to enable the System for registering leads. Additional parameters of this URL enable for identifying the lead source and other features of the order;
• CPA shall mean an acronym for Cost Per Action, which is an Internet advertising pricing model where the Advertiser pays for each specified action linked to the advertisement.
• Terax Trade Ltd. – global CPA network. The communication between the Publisher and the Advertiser shall be realized through the Publisher's Personal Account. Each Publisher has its own unique Personal Account, which contains confidential information. Login and Password for access to Personal Account shall be requested from personal manager from the Advertisers' side.
• Insertion Order shall mean a request from the Advertiser for the advertising and promotion of the Advertiser's product at a price (payout) generated by Terax Trade Ltd. and in a particular geographic area. Insertion order contains the characteristics and conditions of lead placement and lead performance.
• Hold time shall mean a period of time after Lead termination by a user, up to 30 (thirty) days, which is given to the Advertiser to inform the Publisher about the lead status. Once this period expires, all the Leads not declined by the Advertiser in the System shall be considered approved and are subject to payment in case no reasons or explanations with respect to its non-processing were provided by the Advertiser.
• Lead status – the Lead situation at a particular period of time. Status is put on the Advertiser's side and shall be sent to the Publisher through the used integration method.
• Types of Lead status:

• Sales – confirmed leads;
• Hold – pending leads;
• Reject – lead, which is cancelled by the user for any reasons and circumstances;
• Trash – wrongly generated lead.

• Parameters of Lead Performance shall mean conditions and algorithm of determination of users' actions as leads on the Advertiser's website.
• Data Protection Laws means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time, including but not limited to: the EU General Data Protection Regulation ("GDPR") as implemented by countries within the EEA (European Economic Area) including Switzerland; and/or other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to Publisher in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
• Personal Data means any information relating to an identified or identifiable natural person ('data subject').
• Controller, Personal Data, Processor, Processes/Processing shall each have the meanings given in the applicable Data Protection Laws.
• Publisher's Privacy Policy means the privacy policy available at Publisher's websites, landing and pre-landing pages.
• Other definitions not provided in the present Article shall be interpreted in accordance with the commercial practice and applicable legislation.

2. SUBJECT-MATTER OF THE AGREEMENT

• Based on the Insertion Order provided by the Advertiser the Publisher shall render services in time, order and on conditions under the Agreement to the Advertiser as following:
  • Perform the placement of Advertiser's AIM on the Internet websites at his discretion.
  • Make an inventory of lead performances according to the conditions hereof.
• Parameters of Lead Performance, amount and period of rendering services and other essential conditions shall be reconciled by the Parties based on the peculiarities of the Insertion Order and/or Publisher's Personal Account.
• All conditions, which are not mentioned in this Agreement, shall be agreed on by e-mail between the Publisher and his/her affiliate manager from Advertiser's side. Such correspondence shall be considered valid.
• The Parties came to an agreement to use the System in order to make an inventory of rendering services according to the Agreement including lead performances and processing of statistics. The data of the system shall be used to estimate the amount of provided services and evaluate their cost. The Publisher agrees that any other inventory system of provided services including lead performances shall not be considered as an official source of information for inventory.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

• The Publisher shall:
  • ensure the start of placement of the Advertiser's AIM on the Internet resources in amount determined by the Publisher at his discretion and on the basis of and in accordance with the Insertion Order of the Advertiser;
  • ensure that the AIM's generated by the Publisher of its own accord do not contain any of the following:

1. personal information or any other references to any practicing physician or other medical worker;

2. references to any Public institutions;

3. personal information or any other references to celebrities or any other famous persons in any field or sphere;

4. incentive traffic;

5. any statements that contain information about incorrect packages and prices;

6. any announcements of free trials, giveaways, lotteries etc;

• refrain from using any web link transferred by the Advertiser or acquired by the Publisher independently through Terax Trade Ltd. in bad faith or through fraudulent means, including, but not limited to using any device, program, robot, inline frames, hidden frames, or redirects; using of automatic redirection to Terax Trade Ltd. website or any automatic method for saving a cookie of an affiliate. Traffic restrictions include all kinds of SPAM, traffic from broken websites, niches mixing (for example, sending traffic from non-adult site to adult offer).
• secure system integration between technology platforms during the period of performance of obligations hereunder and not to take any action leading to their malfunction and (or) improper operation.
• immediately notify the Advertiser of all actions leading to the failure of the integration method;

Note: all the websites on which the Advertiser's AIM is placed shall be obligatory examined beforehand by the Publisher for decency adequacy of the content and absence of obvious illegality signs. Should any of such content be placed on the websites mentioned above, Publisher must refrain from further usage of said websites as an advertising instrument to disseminate the Advertiser's AIM.

• comply with requirements in Section 8 of this Agreement;
• provide the Advertiser with all the advertising materials and the Publisher created of its own accord at least 24 (twenty-four) hours prior to the date of placement of such materials for affirmation. If no affirmation was received from the authorized representative of Advertiser the said materials should not be published or used otherwise for the services under the Agreement. The affirmation of the Advertiser in no event shall make the Advertiser liable for any damage such affirmed materials may cause to any of the third parties. The Advertiser is not responsible for the compliance of said advertising materials with the legislation of the country such materials are placed in. All responsibility for the said materials and any damages incurred to the third parties due to publishing of such materials shall be taken by the Publisher.
• The Publisher shall be entitled to:
  • refuse to accept and place the AIM in case the activity promoted by placement of the AIM contradicts to the applicable legislation, as well as contains any signs of improper advertising and (or) obviously does not correspond with the generally accepted moral and ethical standards. Such refusal shall be forwarded to the Advertiser by e-mail;
  • engage third parties for rendering services (work performance) hereunder, including distributors of advertising, however remaining responsible to the Advertiser for actions of those third parties, including their non-performance or improper performance of their obligations connected with fulfillment hereof. Upon initiating the Publisher and third parties' collaboration on rendering services to the Advertiser, and clients of the Advertiser, the Publisher and the above mentioned third parties shall not without consent of the Advertiser collaborate with clients of the Advertiser on rendering services similar to that hereof for the period of Agreement duration and 2 (two) years after the termination of this Agreement. If such collaboration is discovered the Publisher shall pay a fine to the Advertiser in an amount of the cost of the similar services provided in a similar period, as if they were accommodated by the Advertiser;
• The Advertiser shall:
  • appoint a responsible authorized representative to settle current issues related to rendering of services hereunder;
  • timely and in full pay for the Publisher's services in accordance with the present Agreement;
  • timely provide the Publisher with necessary information and materials consistent with the applicable legislation that are required for fulfillment of the present Agreement;
  • immediately inform the Publisher about all changes connected with previously provided materials and information;
  • notify the Publisher about holidays, weekends and excluded days within 7 (seven) days prior to the Advertiser will not be able to process leads;
  • process leads within 10 (ten) business days and immediately notify the Publisher about increased amount of trash leads (more than 20% from the total amount of leads).
  • provide with the permanent record of the Advertiser's lead performances through the Personal Account of the Publisher;
  • place all applicable payout rates in Terax Trade and/or Personal account of the Publisher.
• The Advertiser shall be entitled to:
  • provide the Publisher with Insertion Orders for rendering services within the Agreement duration period. The Insertion Orders may be amended if agreed by the Parties. Any amendments shall be forwarded to the Publisher within 5 (five) business days from the date of entry into force;
  • terminate the Agreement unilaterally if there are no positive results from advertising campaign. Unilateral termination of the Agreement at the initiative of the Advertiser shall be executed by sending a written notice to the Publisher 5 (five) days prior to possible date of refusal to execute the Agreement;
  • refuse to accept and to honor services accommodated by the Publisher if such services breach the terms and conditions of this Agreement and of the Insertion Order.

4. SERVICE COST AND SETTLEMENT

• The prices (payouts) for the services rendered by the Publisher hereunder shall depend on lead performance parameters payout rates and conditions chosen by the Advertiser. The total cost of the Publisher's services shall be fixed in the invoice.
• The Advertiser shall pay to the Publisher for services rendered by the Publisher based on the amount of Leads provided by the Publisher. The price for each lead is generated by Terax Trade Ltd..
• Payment for the services provided by the Publisher shall be made in 30 (thirty) days after the reception the invoice issued by the Publisher.
• Payment of services provided by the Publisher shall be made by non-cash transfer of funds to the Publisher's current account. The moment of payment shall be deemed as the date of debiting of funds from the Advertiser's current account.
• The Advertiser shall monthly (before the 15 (fifteenth) day of each month) provide the Publisher with Report on traffic quality.

5. LIABILITY OF THE PARTIES

• The Parties shall be liable for nonperformance or improper performance of obligations hereunder Agreement in order prescribed by the applicable law. The Parties agreed that in case of breach of obligations thereof resulting in infliction of losses; only the actual losses shall be subject to reimbursement.
• Any violation of the terms stated in the sub-clauses 3.ii.1. – 3.ii.7. enables Advertiser to ban Publisher's Personal account in the Terax Trade Ltd. system without payments and to terminate this Agreement. The Publisher shall be liable to reimburse all the damages incurred by the Advertiser due to such violations, including the claims of any third parties or state authorities.
• The Publisher acknowledges and agrees that in the event of malfunction of integration between platforms, caused by the actions of the Publisher, the Publisher is responsible for the quality of the services rendered hereunder and will not argue the validity of the data contained in the report on provision of services provided by the System.
• The Publisher is not responsible for compliance of published information with the applicable legislation if such information is provided by the Advertiser and not amended by the Publisher. The Publisher shall guarantee to the Advertiser neither perform nor propagandize any activity against the law.
• The extent of the Advertiser's liability hereunder shall be limited by the amount of service costs for the Reporting period for which breach by the Advertiser of its obligations hereunder was declared and involved infliction of losses to the Publisher. Only actual damage shall be subject to reimbursement.

6. FORCE MAJEURE CIRCUMSTANCES

• In case of occurrence of force majeure circumstances which may impede performance of the Parties' mutual obligations hereunder including natural disasters, strikes, Governmental restrictions, irregularity of electrical power supply, damage to the server storing the placed Advertising and Informational Materials, or other circumstances beyond the Parties' control, fulfillment of the conditions under the Agreement shall be postponed for the duration period of those circumstances.
• In case of duration of above mentioned circumstances for more than 2 months each party shall be entitled to cancel its obligations hereunder. In that case the Agreement shall be deemed terminated, and none of the Parties shall be entitled to claim reimbursement from the other party.
• The Party which is not able to perform its agreement obligations due to occurrence of force majeure circumstances shall immediately inform the other Party about their occurrence and termination. Non-notification of those circumstances shall deprive the Party of the right to refer to the above mentioned circumstances in case of breach of the obligations hereunder.

7. AGREEMENT CONFIDENTIALITY RESTRICTIONS

• Any information on the Party's business activity, new solutions and technical knowledge which has been received by the other during execution of the present Agreement shall be kept confidential and shall not be subject to disclosure to third parties without written consent of the other Party.
• Each Party shall assume a liability not to disclose (make available to any third parties, except if the third parties are authorized by virtue of law) by any means and in any manner the other Party's confidential information to which it got access by entering into the Agreement and during performance of the obligations arising from the Agreement. The present obligation shall be performed by the Parties within the valid period of the present Agreement and for one year after its termination, except if otherwise agreed.

8. PRIVACY AND DATA PROTECTION

• Each Party confirms that it has complied, and will continue to comply with its obligations relating to Personal Data that apply to it under applicable Data Protection Laws.
• Where applicable the Publisher (or its partners) warrants that it has provided adequate notices to and obtained valid consents from Data Subjects in each case, to the extent necessary for the Publisher to Process their Personal Data in connection with the Agreement, including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA. The Publisher is obliged to notify the Advertiser in writing within 24 (twenty-four) hours from receipt of Data Subject's objection to or withdrawal of Data Subject's consent to process their Personal Data or other information including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA.
• The Publisher is obliged to place Publisher's Privacy Policy and ensure that said Privacy Policy describes processing of personal data by Publisher and complies with the standards implemented by Data Protection Laws at all the platforms and websites to which the Publisher is an administrator or owner and which the Publisher intends to use for the rendering of services under the Agreement. The Publisher is obliged to provide the Advertiser with Privacy Policy indicated above within 7 (seven) days from the day of signing this Agreement. The usage of the platforms or websites Publisher's Privacy Policies of which do not comply with the terms of this article is strictly prohibited.
• Each Party will limit access to Personal Data to those personnel who require such access only as necessary to fulfill such party's obligation under the Agreement.
• Each party will maintain appropriate administrative, physical, organizational and technical safeguards aimed at maintaining an appropriate level of security.
• Each Party will provide the other Party with all necessary assistance in connection with communications from, or requests made by Data Subjects in relation to their rights under Data Protection Laws, and supervisory authorities, in each case as they relate to Data Subject Personal Data.
• Each Party to the best extent possible will provide the other Party assistance in complying with the Data Protection Laws.
• The Publisher and the Advertiser each agree and acknowledge that where a Party processes Personal Data and alone determines the purposes and means of such Processing, such Party shall be considered as a data controller (as defined under applicable Data Protection Laws). In cases where the Publisher processes any Personal Data on the Advertiser's behalf when performing its obligations under this Agreement, it shall be considered as a Processor.
• Processor shall only process Personal Data for the following permitted purposes in relation to advertising campaigns for providing services under this Agreement;
  • for fraud detection purposes including creating fraud reports to be shared with the Advertiser;
  • for reporting purposes including reports to be shared with the Advertiser;
  • for determining performance of campaigns distributed through Publisher's inventory or network and billing purposes.
• As a Processor the Publisher shall:
  • process the Personal Data only to the extent necessary for the purposes of the Agreement and otherwise in accordance with the documented instructions of the Advertiser (Controller);
  • not process the Personal Data in any country outside the EEA other than in accordance with the terms of Section 8 of this Agreement. If the Publisher is required by applicable laws to transfer the Personal Data outside of the EEA, the Publisher shall execute appropriate documentation as required under Data Protection Laws (unless the Publisher is barred from making such notification under the relevant applicable law);
  • ensure that all persons authorized by it to process the Personal Data are committed to confidentiality or are under a statutory obligation of confidentiality under applicable law;
  • have at all times during the term of the Agreement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to protect any Personal Data, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access. Where applicable technical and organizational measures may include the following measures, but not limited to:
    • restriction of access to data centers, systems and server rooms as necessary to ensure protection of Personal Data;
    • monitoring of unauthorized access;
    • written procedures for employees, contractors and visitors covering confidentiality and security of information;
    • restricting access to systems depending on the sensitivity/criticality of such systems;
    • use of password protection where such functionality is available;
    • maintaining records of the access granted to which individuals;
    • ensuring prompt deployment of updates, bug-fixes and security patches for all systems;
    • providing anonymization (encryption, pseudonymization) measures where applicable and required by Data Protection Laws.
  • where the Publisher does engage another Processor (Sub-processor), similar obligations to those set out in this Agreement shall be imposed by the Publisher on the Sub-processor in a written contract. For the avoidance of doubt, terms indicated in Section 8 of this Agreement shall also apply to any Sub-processor. The Publisher shall remain liable to the Advertiser for the performance of Sub-processor's obligations;
  • cease processing the Personal Data immediately upon the termination or expiry of Agreement or, if sooner, on cessation of the contractual activity to which it relates and, at the Advertiser's election, delete or return all Personal Data to the Advertiser, and delete all existing copies unless applicable law requires their retention;
  • the Publisher shall not retain Personal Data for longer than necessary to meet the permitted purposes hereunder or use the same for any purposes other than such permitted purposes;
  • if requested by the Advertiser, the Publisher shall without delay, rectify the Personal Data, to ensure it remains accurate, complete and current or delete the same upon notification by the Advertiser to honor any Data Subject's request. The Advertiser agrees to notify the Publisher of such requests immediately;
  • make available to the Advertiser all information reasonably necessary to demonstrate compliance with the obligations set out in this Section, and reasonably assist in audits, including inspections, conducted by the Advertiser or its representative to determine Publisher's compliance with its obligations hereunder. Any audit will be conducted upon provision of reasonable notice and during regular working hours;
  • at the earliest opportunity, without undue delay, and in any event within 48 (forty-eight) hours after having become aware, notify the Advertiser of any unauthorized or unlawful processing of any Personal Data and of any loss or destruction or other damage and shall take such steps consistent with good industry practice to mitigate the detrimental effects of any such incident on the Data Subjects and cooperate with the Advertiser in dealing with such incident and its consequences;
  • the Publisher acknowledges that the Advertiser is under certain record keeping obligations under the Data Protection Laws, and agrees to provide the Advertiser with all reasonable assistance and information required by the Advertiser to satisfy such record keeping obligations.
• Each Party shall defend, indemnify and hold harmless the other Party (Indemnified Party) against any and all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses) incurred by Indemnified Party arising from Indemnifying Party's (and/or its representatives) failure to comply with Data Protection Laws. In no event shall Advertiser's total liability to the Publisher under this Section exceed EUR 1,000.

9. DISPUTE SETTLEMENT PROCEDURE

• If any disputes related to execution of the present Agreement occur the Parties shall apply pre-court dispute procedure.
• This Agreement shall be governed by and construed in accordance with the U.S. laws, the European Union laws and the International Trade Law and Cross-Border E-Commerce. Any dispute arising out of or in connection with this Agreement, including any question regarding the existence, scope, validity or termination of this Agreement or this Clause, which cannot be resolved within one (1) month by negotiation between the Parties hereto, shall be resolved by one of the following procedures based on the decision of the plaintiff:
  • The dispute is referred to and finally resolved by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC"). The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration. The Parties hereto agree that, as a general principle, the losing Party of any arbitration shall pay all costs and expenses of the arbitration including all reasonable costs, fees and expenses of the other Party and the other Party's counsel. The seat of arbitration shall be Stockholm. The arbitration proceedings shall be conducted in the English language and the award shall be in English.
  • The dispute is referred to and finally resolved by the national court of the defendant under the laws of the state where the defendant is situated or has its main headquarters or under the laws and in the court of the state where the services are rendered.

10. TERMINATION OF THE AGREEMENT AND AMENDMENT OF THE AGREEMENT

• The Agreement becomes binding on the Parties as of the date of the Publisher's accession hereto. The Agreement may be terminated under the following terms:
  • by the Publisher providing a written notice to the Advertiser not less than 90 (ninety) days prior to the supposed Agreement termination date, upon the expiry of the specified term the Agreement shall be deemed terminated;
  • by the Advertiser providing a written notice to the Publisher not less than 30 (thirty) days prior to the supposed Agreement termination date, upon the expiry of the specified term the Agreement shall be deemed terminated.
• The Advertiser shall have the right to amend the Agreement in its sole discretion by placing it on the web-site Affiliate Agreement no less than 15 (fifteen) calendar days prior to the effective date of the Agreement. New edition of the Agreement shall come into effect after expiration of 15 (fifteen) calendar days from the date new edition of the Agreement is placed on Affiliate Agreement. The Publisher shall be obliged to regularly review amendments made in the Agreement.
• The Advertiser shall have a right to terminate in its sole discretion the Agreement with the Publisher in accordance herewith if the Publisher breaches the terms and conditions of the Agreement. The Agreement shall be terminated by sending a written notification to the Publisher on the termination of the Agreement without observing the terms set in clause 10.a.ii hereof.
• The expiry or termination of the Agreement or particular provisions hereof does not affect any rights or obligations of either Party arising hereunder and does not affect validity and survival of any provision hereof that is directly or indirectly intended to enter into force or survive upon termination or thereafter.