PUBLISHER TERMS & CONDITIONS

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Version: 1.5

1. INTRODUCTORY PROVISIONS

1. These publisher Terms (hereinafter the “Terms”) are issued by Monkaze Ltd, company incorporated under the laws of The United Kingdom, ID no.: 13648677, with its registered seat at 52 Grosvenor Gardens, Nwms Office 514, 5th Floor, London, SW1W 0AU (hereinafter “Monkaze”).
2. Please read the Terms and other documents referred to therein carefully before using Monkaze Services. By using Monkaze Services, the Publisher confirms that it has become acquainted with the contents of the Terms and agrees with it. Should the Publisher not intend to be bound by the Terms, it shall not use Monkaze Services, and if it is presented with an option to provide consent to the Terms when using Monkaze Services, it shall not select the option "I agree“.
3. Please note that these Terms do not govern the relationship between Monkaze and the Advertisers – entities interested in purchasing the Promotional space. Such relation shall be subject to a separate agreement, whose terms are available at https://portal.monkaze.com/Auth/TermsConditions.

2. DEFINITIONS

1. Unless otherwise provided in the Terms, the following capitalized words shall have the meanings provided as follows:

1. Account is Publisher’s an account in the Platform.
2. Advertiser is an entity that created advertiser account in the Platform.
3. Promotional space is the internet marketing space provided by Publisher, including micro-sites, search, parked domains, commercial email, social media, or influencer blog.
4. Campaign details are the parameters and the scope of Promotional space, e.g. channels: Social, SEO, Push, Email, Native, Display/Banner, Click to call, SMS, Responder, Funnel path, Domain, Remnant (filtered, geo,capped, etc.), Landing Page URL and duration of the Campaign.
5. Marketing content are third party marketing materials, campaign materials and tracking link for third party products or services provided or approved by the Advertiser for incorporation to the Promotional space.
6. Agreement is the framework agreement described in Article 3.1. An integral part of the Agreement are these Terms together with Monkaze privacy policy available at https://portal.monkaze.com/Auth/PrivacyPolicy and acceptable use policy available at https://portal.monkaze.com/Auth/AcceptableUsePolicy. Any reference to the Agreement shall include the Agreement together with the Terms and other documents referred to in this letter f).
7. Campaign represents Campaign Details and Marketing content and it is a final connection between Promotional Space and Landing Page URL.
8. Confidential information is described in Article 8.1.
9. Landing Page URL is the address where Users are redirected.
10. Effective date is the date on which the Publisher enters into the Agreement with Monkaze.
11. User is a person. The term “User” excludes non-human traffic – spiders, bots and other fraudulent traffic.
12. Invalid traffic means traffic generated by robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple visits on the same redirect URL; (iii) that Platform receives and rejects for a valid business purpose; (iv) or visits containing mismatches to the original XML feed call, which prompted a bid response from Platform.
13. Monkaze Services are the services provided by Monkaze as described in Article 3.3., especially the provision of the Platform as a service.
14. Order is the insertion order confirmed by the Parties based on this Agreement.
15. Platform is operated by Monkaze.
16. Publisher is the entity that created the Account in Platform, accepted these Terms, and therefore is bound by the Agreement.
17. Publisher Services are the services provided by the Publisher as described in Article 3.2.
18. Term means duration of the Agreement.
19. Traffic sources include, but are not limited to, websites, domains, toolbars, browser extensions, apps, etc.

3. SERVICES

1. Effective Date. By accepting these Terms, the Publisher enters into a framework agreement with Monkaze (“Agreement”). This means that by participating in or using the Monkaze Services or features of Platform, the Publisher agrees to be bound by the Agreement. The Publisher further agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of Monkaze Services shall be subject to and shall abide by these Terms.
2. Publisher Services. Publisher is the provider of Promotional space. The Publisher shall provide Monkaze with Campaign details which the Publisher is able to provide to Monkaze. The Campaign details shall be provided by the Publisher to Monkaze mainly by e-mail, messaging service available on the Platform or as otherwise agreed by the Parties. Based on individual Orders concluded hereunder, the Publisher shall provide the Promotional space to Advertiser through Monkaze. Unless otherwise agreed by the Parties, Monkaze may use the Publisher services as agreed in the Order without any limitations. Monkaze may sell or auction the Promotional space provided by the Publisher among its network of Advertisers at any price and under any terms and conditions.
3. Monkaze Services. Monkaze operates the Platform as a service. The Platform enables the Publisher to  accept bids from third parties who own Marketing content to direct such Marketing Content to Publishers Traffic Sources and to track and validate such usage. The Publisher may use the Platform, provided that:

1. Monkaze shall not be responsible or liable for Publisher’s Promotional space or third-party Marketing content. Use of the Platform is at Publisher’s and third-parties own risk

shall register as a user of the Platform by creating an Account. Before the Account is created, in the registration form the Publisher is obliged to state its company/business name (including the Publisher’s legal form), an address of the registered office or business address, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Publisher, as well as contact data of the Publisher. The Publisher shall provide true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up to date. Aforementioned data shall be consistent with VIES database (if applicable). The Publisher is not allowed to enter the data of another entity without Monkaze’s consent – even if it does so, that does not mean a transfer of the Account’s ownership to this entity. In case of any change of that data as well as any other data provided by the Publisher (including email address), the Publisher is obligated to provide Monkaze with accurate data as well as send Monkaze a documentation that proves such changes. Additionally, each Publisher must have a bank account.

2. When an individual, the Publisher represents and warrants that: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. the Publisher is not a consumer).
3. When a person signing up to the Platform acts on behalf of their employer or an entity, this person represents and warrants he/she has full legal authority to bind their employer or such other entity to these Terms. In case of doubt, Monkaze is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Publisher.
4. Publisher’s email address shall be the one set up on the Publisher’s website domain name. Otherwise the person registering as the Publisher shall prove on Monkaze’s request that it is entitled to act on behalf of and for the Publisher (especially by sending a written authorization). Monkaze can demand such proof at any time.
5. Publisher can have only one Account at the same time unless otherwise agreed with Monkaze. The owner of the Account is the Publisher whose data has been provided according to the letter a) above and indicated on the invoices issued by Monkaze. The Publisher may not create a new Account if its former Account is at negative balance (i.e. -100 USD ) or if there are any amount due to Monkaze connected with the Account. If the Publisher creates a new Account despite the previous sentence, it authorizes Monkaze to charge the amount due from the Publisher’s credit card connected with the new Account. Monkaze may suspend and/or do not begin provision of the Services unless all amounts due are paid by the Publisher.
6. If the person acting on behalf of one Publisher, opens a new Account on behalf of second Publisher, Monkaze can refuse to provide Services for the second Publisher at its sole discretion. The second Publisher shall have no claims against Monkaze related to refusal to provide Services.Publisher shall not permit any third party to use or gain access to Platform and shall use reasonable security measures to protect against unauthorized usage and access. The Publisher is responsible for selecting and continuously managing its password and security settings to protect the Account and Account’s settings (including the Publisher’s contact and payment information) from unauthorized changes. The Publisher is entirely responsible for maintaining the confidentiality of ) Publisher’s password and the Account’s security, as well as the Publisher’s other information. All consequences of the Publisher’s voluntary disclosure of password and account information, as well as all activities that occur in the Publisher’s Account are the Publisher’s responsibility. The Publisher agrees to notify Monkaze immediately of any unauthorized use of the Publisher’s account or any other breach of security.
7. Publisher agrees that it shall be responsible for all activities that arise from use of the Account, whether initiated by the Publisher or other person on the Publisher’s behalf and Monkaze shall be entitled to rely on any requests which have been initiated from the Publisher’s account. Monkaze disclaims any liability for any activity in the Publisher’s account, whether initiated or authorized by the Publisher or not unless it is Monkaze’s intentional fault. Subject to Monkaze’s intentional fault, the Publisher is solely responsible for use of Platform by its employees or any unauthorized person.
8. Every new Account is manually approved or denied by one of Monkaze’s employees. Accounts will generally be verified within 72 hours. Requests submitted during public holidays will be considered as submitted on the following working day. The Publisher also acknowledges and agrees that all its Promotional space and Traffic sources participating in Platform shall be subject to review by Monkaze’s employees. Monkaze reserves the right to accept or reject the Publisher’s Promotional space or Traffic sources at any time based solely on based on a violation of the Terms or any applicable law, ordinance, rule, regulation, or treaty. 
9. If the Account inactive for a period of 6 months or longer, Monkaze may suspend it. To resume the Account active status, the Publisher must apply for its activation by Monkaze.
10. Publisher is entitled to access the Account by means (e.g. via API) provided by Monkaze. The Publisher shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to Platform or Monkaze’s website as well as it shall not attempt to obstruct, disrupt, or interfere with the operation of Platform or other Services provided by Monkaze.
11. to use the Platform an internet connection and a web browser with Java support is required.

4. Right to use the Platform. The Platform may be protected by copyright and other intellectual property rights of Monkaze. Since the Publisher uses the Platform only in "as a service" mode, i.e. the Publisher accesses and uses the Platform running on the cloud services only in an online environment and does not have and will not be provided with copies of its source or machine code, the Publisher does not use the Platform within the meaning of copyright law. Nor does the Publisher acquire any intellectual property rights to the Platform. All intellectual property rights to the Platform belong to and remain solely with Monkaze. Monkaze grants to the Publisher only a non-exclusive, non-assignable and non-transferable authorization to use the functionalities of the Platform subject to the terms and conditions set out herein. The authorization is granted for the Term. To login to the Account, the Publisher shall enter its e-mail address and password.
5. Support. Monkaze is not obliged to provide the Publisher with any support but may elect to do so at its sole discretion. If Monkaze elects to provide any support, it shall be delivered in English on working days Monday through Friday, from 9:00 to 17:00, CET. Detailed information on technical support is posted on Platform.
6. Insertion Orders. The Publisher may access some of the Campaign details currently requested by the Advertisers through the so called “OfferWall” section on the Platform. In case the Publisher is interested in providing the Promotional space as currently requested by the Advertisers, it shall contact the Account Manager. Account Manager may then create an Order for the Publisher.
7. Order details. Each Order shall specify at least the (i) Campaign details; (ii) Price for provision of the Promotional space in accordance with the payment models specified herein;  terms of provision of Promotional space to Advertiser and (iv) duration of the Order.
8. Binding Order. By placing the Order, the Publisher confirms that the information provided in the Order is correct. Any Order placed by the Publisher is binding for the Publisher, meaning that if Monkaze confirms the Order, the Publisher is obliged to provide the Publisher’s Services. Nevertheless, Monkaze is not obliged to confirm any Order and Monkaze can refuse any Order without giving any reason.
9. Confirmation. The Parties expressly rule out the possibility of the Publisher confirming any Order with any modifications or amendments from Publisher’s side. Any modifications or amendments from Publisher’s side must be confirmed by Monkaze.
10. Written form. The confirmation of an Order shall be made by an electronic signature of a written Order form via the Platform. The Order is concluded and the Parties enter into a contract on the provision of Publisher Services upon the electronic signature of the written Order form by both Parties.
11. Verbal form. The Parties may also confirm the Orderverbally or otherwise at a joint meeting without signing the written Order form. In such case, Monkaze shall prepare the written Order form and send it to the Publisher for confirmation. If Publisher agrees with the Order form, it shall sign it via the Platform or at least confirm it with an e-mail or other reply. The Publisher may raise objections to the Order form within 3 working days of its dispatch. If the Publisher does not raise objections to the Order form within this period, it approves it and concludes the Order, even without the necessity of its electronic signature.

4. PAYMENT

1. Payment. Unless otherwise agreed by the Parties in the Order, all payments for Publisher’s Services shall be made by Monkaze within 30 days following the last day of calendar month in which the payments became eligible. In order for payment to become eligible, the Publisher is required to:
2. Prior to promoting Marketing Content, Publisher shall make and subsequently accept the bid posted by the owner of the Marketing Content and shall be bound by such bid acceptance.use Monkaze auto invoice system available in the Platform or issue its own invoice based on the payment amounts determined by the Platform and accepted by the PublisherPrice model. In each Order, the Parties shall agree on a price model for the provision of Publisher Services. The price model may be, in particular but not exclusively, based on the following models or their combinations:

1. CPC (cost per click): subject to the conditions stipulated in the Terms, Monkaze shall pay the agreed amount per each click or redirect of the User in accordance with the Order. The Parties have agreed that the price shall not be paid for clicks and/or redirects marked as invalid by Monkaze’s internal filtering system. Monkaze filtering system may mark the Publisher Service as invalid especially if the click and/or redirect fulfills any of the conditions of Invalid traffic as defined in these Terms or if the provided Promotional space is in breach of the Agreement.

3. CPA (RevShare): subject to the conditions stipulated in the Terms, Monkaze shall pay the agreed commission from the Advertisers revenue in accordance with the Order. The commission is calculated as a certain percentage specified in the Order multiplied by the revenue of Advertiser achieved as a direct result of the Publisher’s services (i.e. when the End Customer views an ad on the Promotional space, clicks that ad, and then takes a further action to pay for the goods or services of the Advertiser). The right to payment of the commission arises at the moment of payment of the commission agreed between Monkaze and the Advertiser to Monkaze. Unless otherwise agreed by the Parties, the revenue amounts shall be based on the amounts stated by the Advertiser.Reporting. Unless agreed otherwise by the Parties in the Order, the price to be paid by Monkaze to the Publisher under the Order shall be determined by the Platform. The price determined by the Platform is fully available to the Publisher via the Account.
4. Invoicing. If the Publisher uses the Monkaze auto invoice system available in the Platform, the Platform shall generate the invoice automatically. Invoice generated by the Platform is considered as delivered to Monkaze. The Publisher may also issue its own invoice at the end of each month in which the Publisher Services were provided, however all payments to the Publisher shall be withheld until the payment becomes eligible in accordance with these Terms. Price shall be paid by wire transfer and in the amount of payout. Due to the commissions of payment providers, the amount received by the Publisher may be reduced by the commission deducted by the relevant payment provider. Wire transfers are performed in the “shared fees” option.
5. Responsibility. Monkaze shall not be responsible for payment of any fees when the same have not been received from the owner of the Marketing Content; nor reimburse transaction costs for deposits through bank wire, PayPal or crypto transfers which are subject to change without notice to Publisher.
6. Payment Disputes. The Publisher understands and agrees to address any complaints Publisher may have with any payments under these provisions to Monkaze within thirty (30) days from the date of confirmation of the payment amount via the Platform by the Publisher or from the date of provision of the Publisher’s Service, whichever comes sooner. The complaints shall be made in writing and sent by e-mail to info@monkaze.com. Failure to address a complaint to Monkaze within such period will constitute an acceptance of, and agreement with, the applicable payment as determined by the Platform. Notwithstanding, in an event that discrepancies between Publisher and Monkaze statistics exceed 10%, the Publisher and Monkaze agree to work together in good faith with the aim of reducing the discrepancies to below the 10% threshold.
7. Payment Minimums. The minimum payment amountis 200 USD . Monkaze shall not be obliged to make any payment below the minimum payment amount.
8. Taxes and withholding. The Publisher understands and agrees that any charges, including public charges such as taxes (e.g. VAT payable in reverse charge regime, withholding tax) and customs duties with respect to Publisher Services or any other payments made to Monkaze hereunder will not be withheld or paid directly or indirectly by Monkaze unless Monkaze determines in its sole discretion that Monkaze or its affiliates may be liable for any such taxes (VAT payable outside of the reverse charge regime), in which case such amount is included in the price and Monkaze shall withhold the estimated amount and notify the Publisher of such withholding. The Publisher understands and agrees that any and all charges are included in the price for Publisher Services and it is the Publisher’s responsibility to pay all applicable local, state, federal, and/or foreign taxes (if applicable) on commissions and other expenses to Monkaze pursuant to these Terms. The prices includes all out-of-pocket expenses of the Publisher.
9. Disputes. In the event a legal action is brought against or a dispute is raised with Monkaze, Monkaze reserves the right to hold amounts due to Publisher under this Agreement until the legal action or dispute is resolved.
10. Any chargebacks, poor quality traffic (e.g. due to filter discrepancies, technical setup issues, not following business deal by IO) or fraudulent transaction will be adjusted to the Publisher payout within 60 days of the billing period).

5. RESTRICTIONS AND OBLIGATIONS OF THE PUBLISHER

1. Acknowledgments. Publisher acknowledges and agrees that:

1. Monkaze is providing the Platform only and makes no representations or warranties whatsoever pertaining to the quality or legality of Marketing Content nor Promotional Content found on the Platform or its use by Publisher or Advertiser.
2. Monkaze may, but is not required to; review Promotional Content prior to posting the same on the Platform. Monkaze may, in its sole discretion, reject Promotional Content for any reason. Monkaze does not offer any legal or financial advice pertaining to Marketing Content nor Promotional Content nor its services. Nothing in this Agreement shall be interpreted as legal advice or guidance.
3. it is performing this Agreement without use of or reliance upon any third-party sub-Publishers or affiliates or partners. Publisher shall not license Platform or any Marketing Content found on Platform to sub-Publishers, affiliates syndicated networks or other marketing partners. If Publisher performs this Agreement through one or more third-party sub-Publishers, affiliates or partners, Publisher agrees to unconditionally bear the obligations, risks, and liabilities of each such third party and to fully indemnify and hold Monkaze harmless from any claim made involving services rendered by such third party. In addition, Monkaze shall have the right to withhold all revenue otherwise due and payable to Publisher.

2. Suppression Lists. In the event Monkaze uses commercial email as part of its Promotional Content, Monkaze will make available to Publisher a list of all email addresses associated with opt-out requests that it receives ("Suppression List"). Monkaze shall not be responsible or liable for its use or failure to use.
3. Restrictions. The Publisher may not (a) violate the security measures of the Monkaze Service or otherwise attack it, in particular by inserting malware (computer viruses, trojan horses, ransomware, etc.) or other harmful content or code, damage, block, disrupt or overload the Monkaze Service (e.g. by scripting) or alter, block or bypass any process built into the Monkaze Service (b) except for the use of the Monkaze Service in the usual manner and for its purpose, remove or use any part of the Monkaze Service (including databases contained therein) or information obtained therefrom for the purpose of inserting such data into any other database ("screen scraping"), crawl, index or in any non-transitory manner store or cache information obtained from Platform or otherwise perform automated processing of data contained in the Monkaze Service for any other purpose; (c) use the Monkaze Service in any manner other than the usual manner, or which may be harmful to Monkaze or competitive with Monkaze and shall not intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by the Platform, Monkaze website or servers; (d) reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code of the Platform; (e) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to Platform or Monkaze; (f) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from Monkaze, any aspect of Platform under any timesharing, service bureau or other unauthorized method or access thereto; or (g) engage in any action or practice that reflects poorly on Platform, Monkaze or its other Publishers, or otherwise disparages or devalues the reputation or goodwill of the same; (h) attempt to gain access to any part of the Monkaze Service to which it has not been granted access, especially information from the Platform, including without limitation: email addresses or phone numbers of other account holders or other software data; and shall not use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble the Platform or Monkaze website or servers; and shall not request or obtain login or other information of other users' user accounts, attempt to log into another user's account without authorization, or attempt to breach the security of other user accounts; (i) infringe the rights of third parties through the Monkaze Service, including but not limited to intellectual property rights, rights for protection of personality or rights relating to the processing of personal data; (j) use the Monkaze Service in any other manner that violates the Agreement or other terms and conditions that apply to the use of the Monkaze Service or in a manner that is contrary to law.
4. Compliance. All content used by Publisher shall comply with all applicable laws, rules and regulations governing the same and shall accurately and truthfully depict the Marketing Content posted by third parties and shall not be deceptive; Publisher shall further disclose in their Promotional Content that Publisher is promoting a third party product and is receiving compensation for the same.
5. Restrictions on Traffic Sources. The Publisher is prohibited to provide the Promotional space originating from sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Poland, European Union and/or United States of America. The Publisher may not provide Promotional space that has been generated by offering incentives in any form (“incentivized traffic”) or Promotional space that has been generated via any illegal method, including but not limited to: zero-pixel frames, hitbots, clickbots, spiders, cgi-scripts, DNS hacking, spoofing, or pharming.
6. Prohibited activities. Publisher shall not:

1. alter or change Marketing Content
2. re-direct the User to any landing page other than that which the Marketing Content directs the User
3. submit any Marketing Content that contains malicious code; collects, reads or stores user information or interacts with the Platform for any purpose other than the configuration of that content.
4. use flash Cookies or HTML5 local storage that exploits Users browsers and software in a way that such Users do not reasonably expect, including but not limited to recreating tracking cookies that have been deleted by the User
5. Infringe any third partys copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
6. use Platform in any manner, or in connection with any Marketing content, content, data, hardware, software or other materials, that (i) constitute a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (ii) constitute phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (iii) contain illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Czech Republic, European Union and/or United States of America, or (iv) is in any other way harmful to the User. The prohibited activities according to this Article 6.6 apply especially to promotion of sites and using of Marketing content that contain any content that would be contrary to this Article. Monkaze will publish guidelines for Publishers on Monkaze website.

7. Updates. Monkaze continuously develops, modifies, and updates the Platform in accordance with the latest user requirements. Monkaze reserves the right to modify Platform and its functions or functionalities at any time in its sole discretion and without any liability. Monkaze agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, Monkaze reserves the right to modify or maintain Platform at any time, with or without notice to the Publisher. 
8. Cooperation. The Publisher shall provide Monkaze with maximum cooperation for the performance of the Agreement, at any time upon request and without undue delay. In particular, it shall always provide Monkaze with the exact information, documents and accesses requested by Monkaze for the purpose of performance of the Agreement within 3 days from the request; and ensure the availability, participation and active cooperation of qualified personnel who have sufficient knowledge of the Promotional space and the Advertiser’s requirements and ensure that all Promotional space is in working order and meets the Campaign details agreed by the Parties in the Order. If the Publisher fails to provide or ensure cooperation in accordance with this Article, Monkaze shall not be in default with performance of the Agreement. All deadlines and time periods for Monkaze's performance shall be extended by twice the period of time that the Publisher is in default in providing cooperation under this Article, and if such default continues for more than 10 days, Monkaze may suspend performance of the Agreement. The rights agreed in this Article shall not exclude other rights of Monkaze under other provisions of the Terms.
9. Inspection. Monkaze reserves the right to conduct and/or instruct a third party to conduct an inspection or an audit to verify Publisher’s compliance with the Agreement. The Publisher is obliged to provide Monkaze with all requested Publisher's records (including information relating to the Promotional space and the manner in which the Publisher Service is used) to the extent that Monkaze has reasonable grounds to suspect that the Publisher is in breach of the Agreement. The Publisher and its employees, agents and officers shall cooperate fully with Monkaze and shall provide access to all relevant documents, records, premises, personnel, and other information and provide copies as requested. If the inspection or audit reveals a breach by the Publisher of any provision of the Agreement, the Publisher shall pay the cost of such inspection or audit. Failure to allow the inspection or audit under this Article shall constitute a material breach of the Agreement by the Publisher.
10. Right of control. The Publisher shall be responsible for all damages incurred by Monkaze arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Monkaze’s business partners. Monkaze reserves the right at its own discretion to chargeback, block and ban any Promotional space that it deems harmful to its continued operation.
11. Non-Competition. Monkaze Services contain Monkaze's know-how, which is Monkaze's primary source of revenue and is of the highest value to Monkaze. Therefore, Monkaze cannot allow the Publisher or third parties to misuse the experience or knowledge acquired in connection with the Agreement or the use of the Monkaze Services and develop competitive solutions based on it. For this reason, the Publisher agrees not to develop, sell, or otherwise make available to any third party (except as permitted by the Terms) any software or service that serve the same or substantially similar purpose or have the same or substantially similar functionality as the Monkaze Services or Platform, anywhere in the world during the Term and for a period of additional 2 years after termination of the Agreement, and not to assist any other person in doing so. Publisher shall pay to Monkaze a contractual penalty in the amount of USD 100 000 for each individual case of breach of obligation stipulated in this Article.
12. No-poaching. The Parties agree not to persuade or coerce any employees, customers, or suppliers of the other Party to terminate or reduce their cooperation with the other Party and/or instead begin working with the Party or a third party. During the Term, and for a period of additional 2 years after the termination of the Agreement, the Parties shall not (i) solicit or induce any employee of the other Party to leave his or her employment, assist him or her to do so, or send him or her a targeted job offer, and/or (ii) solicit or induce any customer or supplier of the other Party to terminate or reduce his or her cooperation with the other Party, or otherwise interfere in any way with his or her relationship with the other Party. A breach of any obligation agreed to in this Article shall constitute a material breach of the Agreement. Publisher shall pay to Monkaze a contractual penalty in the amount of USD 100 000 for each individual case of breach of obligation stipulated in this Article.
13. Payment of any contractual penalty does not affect the right to payment of damages in full.
14. Protection of Goodwill. The Publisher shall protect the goodwill of Monkaze, the Monkaze Services and the Platform, in particular but exclusively, it shall not disclose false information about Monkaze, the Monkaze Services or the Platform. Similarly, the Publisher shall not disclose truthful information that is misleading or deceptive under the circumstances of disclosure. The Publisher shall act so as not to damage the reputation of Monkaze, the Monkaze Services or the Platform by its conduct.

6. GENERAL TERMS

1. Representations & Warranties.  The Publisher represents and warrants that it has full power and authority to enter into the Agreement.
2. No specific purpose. Monkaze Services are designed and offered as a general-purpose product and not for the specific purposes of any user. Monkaze Services have only the features expressly set forth in the Terms, which Monkaze may change from time to time with respect to the development and changes to the Monkaze Services; if the Monkaze Services have no other features, this shall not be considered a defective performance. Monkaze Services are intended for business users only. Monkaze is not obliged to provide the Monkaze Services to consumers. The Publisher shall back up all data entered into the Platform. The Publisher is not responsible for any breach of integrity, loss, corruption, or deletion of data. The Publisher is also not responsible for the security and confidentiality of the transmitted content.
3. Third Party Services. Monkaze Services are dependent on third-party devices and services (such as Publisher's internet service provider or Microsoft Azure cloud service provider). Monkaze cannot control the availability or quality of these third-party devices and services. During their failure or downtime, the Monkaze Services may be temporarily unavailable without entitling the Publisher to any compensation.
4. Service level. MONKAZE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS (COLLECTIVELY THE “MONKAZE PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING THE PUBLISHERS AND ADVERTISERS). MONKAZE PROVIDES THE PLATFORM AND RELATED SERVICES "AS IS" AND "AS AVAILABLE". MONKAZE MAKES NO GUARANTEE REGARDING THE AMOUNT OF REVENUE OR THE NUMBER OR QUALITY OF ADS, IMPRESSIONS, CLICKS, TRANSACTIONS, OR OTHER USER-ENGAGEMENT METRICS THAT THE SERVICES MAY ACHIEVE. TO THE EXTENT PERMITTED BY LAW, MONKAZE DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, MONKAZE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT MARKETING CONTENT OR PROMOTIONAL PROVIDED BY PUBLISHERS OR ADVERTISERS WILL PERFORM OR WILL BE IN COMPLIANCE WITH ANY APPLICABLE LAWS THAT DEFECTS WILL BE CORRECTED, OR THAT SERVICES AND ADS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MONKAZE IS NOT RESPONSIBLE FOR THE ADS, PUBLISHERS WEBSITES, PRODUCTS OR SERVICES PROVIDED BY PUBLISHERS. THESE DISCLAIMERS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONKAZE PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR TORTS/DELICTS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE PLATFORM (INCLUDING CAMPAIGN’S SETTINGS). EVEN IF MONKAZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF MONKAZE PARTIES RESULTING FROM THE AGREEMENT OR CONNECTED WITH IT SHALL NOT EXCEED10.000 USD. LIABILITY OF THE MONKAZE PARTIES IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, IT MEANS THAT IT IS LIMITED ONLY TO DAMAGES CAUSED BY INTENTIONAL FAULT OF ANY OF THE MONKAZE PARTIES.
6. Compliance with Legal Regulations. The Publisher shall obtain on his own responsibility all necessary permissions and shall fulfil the Agreement and to provide Advertiser Services in accordance with all legal regulations, in particular legal regulations on restriction / inspection of export. The Publisher furthermore shall inform Monkaze without undue delay in case it is necessary that Monkaze obtained some permissions or modified the manner of the fulfilment of the Agreement if the Publisher cannot objectively ensure this on his own with accordance to the first sentence of this paragraph. Publisher agrees to provide and use Promotional Content and Marketing Content only so long as such use of Promotional Content and Marketing Content is in full compliance with all applicable foreign or domestic, U.S. federal, state, or local statutes, laws, ordinances, rules and regulations, or industry standards, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM"), Canada's Anti-Spam Legislation ("CASL"), California's Anti-Spam Act, Cal. Bus. & Prof. Code 17529 et seq. ("California's Anti-Spam Act"), the Telephone Consumer Protection Act, 47 U.S.C. 227 et seq. ("TCPA"), the Federal Trade Commission Act ("FTC Act"), all FTC rules, regulations, and guidelines, applicable credit card merchant guidelines, the Utah and Michigan "Child Protection Registry" laws, the Child Protection and Obscenity Enforcement Act, 18 U.S.C. 2257 ("Section 2257"), and any federal or state law or the law of any jurisdiction in which Publisher conducts business or uses Platform under this Agreement  or the Google policies, and shall be solely responsible and liable for the marketing and promotion of such Marketing Content. In addition, Publisher agrees to abide by and comply with this Agreement. Publisher acknowledges and agrees that Monkaze is merely a provider of the Platform and therefore is neither a "sender," an "advertiser," an "agency," or any other similar defined sender or initiator pursuant to CAN-SPAM, CASL, or California's Anti-Spam Act and that Monkaze serves no function and performs no role in Publisher’s business and promotional activities other than to provide the Platform.
7. Indemnification. The Publisher shall indemnify, defend, and hold harmless Monkaze (including the Monkaze Parties) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Monkaze, known or unknown, contingent or otherwise, directly or indirectly arising from the Publisher’s breach of any term or provision of these Terms or any way related to the Publisher’s use of the Platform, including but not limited to any claim (i) for infringement of Intellectual Property Rights of a third party, (ii) of Advertisers towards Monkaze related to the termination of the Agreement, especially the fact that the Publisher will not provide Monkaze with Publisher Services as agreed and thus, Monkaze cannot provide the Promotional space to the Advertisers, (iii) the Publisher's failure to pay or remit taxes in a timely, correct and accurate manner; and/or (iv) other third party claims caused in whole or in part by the Publisher. Monkaze shall notify the Publisher of any such claim and shall cooperate with the Publisher, at its expense, in defending or settling such claim. The Publisher shall not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Monkaze’s rights without Monkaze’s prior written consent. The Publisher may join in defense with counsel of its choice at its own expense. If the Publisher does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, Monkaze may defend against such claim in such manner as it may deem appropriate at the Publisher’s expense, including, without limitation, settling such claim, after giving notice to the Publisher.
8. Intellectual Property. As between Monkaze and Publisher, Publisher owns all rights in Promotional Content and Publishers Trademark(s). All services, software, documentation, user interfaces, graphics, content, fonts, or any other data provided by Monkaze to Publisher in connection with the Monkaze Services and all outputs from the Monkaze Services, including all text, analysis, charts, statistics, and recommendations are provided to Publisher in accordance with these Terms, but no transfer of ownership or intellectual property rights in such items shall occur as a result. Monkaze and Monkaze's licensors reserve all rights in the subject matter of their intellectual property except those expressly granted to the Publisher in the Terms. Monkaze shall own all rights, titles, and interests to use of Intellectual Property Rights (as defined below), relating to the Monkaze Services or Platform (and any derivative works or enhancements thereof), including but not limited to, all software, services, technology, processes, materials, guidelines, documentation, user interfaces, graphics, content, fonts, or any other data provided by Monkaze to Publisher in connection with or relating in any way to Monkaze Services or the Platform. For purposes of these Terms, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations, and reinstatements thereof, now, or hereafter in force and effect worldwide.
9. Other Restrictions. Publisher may not (a) grant any authorization forming part of the authorization granted to the Publisher by Monkaze to a third party; (b) assign the authorization (i.e., transfer it in whole or in part) or assign the Agreement to a third party; (c) give the authorization to a third party as a guarantee, security, pledge, or other similar right; (d) provide, demonstrate, or otherwise make the Monkaze Service available to a third party; (e) use the Monkaze Services to provide any services to third parties, including the education of third parties; (f) copy or continue to use Monkaze's trademarks or disclose any false information about Monkaze or the Monkaze Services, as well as any truthful information that is misleading under the circumstances of the disclosure; (g) conduct benchmarking or other testing of the Monkaze Services and publish or otherwise make available to third parties the results of such testing; (h) remove from any items provided to the Publisher by the Monkaze in connection with the Monkaze Services, or otherwise alter or tamper with Monkaze Services.
10. Materials. The Publisher’s materials (i.e. websites, domains, ad generating software, toolbars, browser extensions etc.) are and shall remain its sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. Marketing content are and shall remain sole and exclusive property of the Advertiser, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. Monkaze is not liable for any damage caused to the Publisher or third parties caused by the use of the Marketing content, especially arising out of or in connection with the breach of third party intellectual property rights or the fact that the use of the Marketing content in any manner (i) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (ii) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (iii) contains illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Czech Republic, European Union and/or United States of America, or (iv) is in any other way harmful to the User.

7. CONFIDENTIALITY

1. Confidential information. The Publisher agrees to safeguard and, except Monkaze’s written consent, not to disclose to anyone any proprietary or confidential information acquired in relation to the Publisher’s access to Platform. Such information includes, without limitation, personal data, principles of operations of Platform, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds, and any and all information, that wasn´t marked as public by Monkaze, regardless of the form or means it was communicated and/or captured, any and all facts that the Publisher learns during the Agreement negotiations and/or during the Term and/or will be made available to the Publisher by Monkaze in any way, as well as the very existence of these facts and the Cooperation.
2. Exceptions. Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the Publisher, (ii) was already in the Publisher’s possession or known to the Publisher prior to being disclosed or provided to it by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to Monkaze or any other party with respect thereto, (iii) was or is obtained by the Publisher from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to Monkaze or any other party with respect to such information or material, or (iv) is independently developed by the Publisher without reference to the Confidential Information. If the Publisher believes or will believe that any part of the Confidential Information should be exempted from the obligations set out in this Article, it shall inform Monkaze in writing no later than 15 days after obtaining such information or obtaining access to such information and shall specify that part of the Confidential Information which it considers falling within the exceptions provided for in this Article. The burden of proof regarding the fulfillment of the conditions for the exemption lies solely with the Publisher. Monkaze decides on the exemption from the obligations set out in this Article.
3. Obligation of confidentiality. The Publisher shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Publisher agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Monkaze’s rights therein. The Publisher shall use its best efforts to assist Monkaze in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Publisher shall advise Monkaze immediately in the event the Publisher learns or has reason to believe that any person to whom the Publisher has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Monkaze, and the Publisher will, at the Publisher’s expense, cooperate with Monkaze in seeking injunctive or other equitable relief in the name of the Publisher or Monkaze against any such person. The Publisher agrees to maintain the confidentiality of Monkaze’s Confidential Information using at least as great a degree of care as the Publisher uses to maintain the confidentiality of the Publisher’s own most confidential information (and in no event less than a reasonable degree of care). Especially, the Publisher is obliged to conclude non-disclosure agreements with any person that has access to the Publisher’s Account, which content shall allow for objective protection of Confidential Information. The Publisher acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation Platform or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Monkaze inadequately compensable in damages at law, and Monkaze is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. The Publisher shall not use the Confidential Information for a purpose other than that for which it was provided to him. In particular, the Publisher will not use the Confidential Information in connection with its business activities (apart from provision of Publisher Services to Monkaze) for itself or for another without the prior written consent of Monkaze.
4. Disclosure to public authorities. The disclosure of the Confidential Information is not a breach of these Terms if the Publisher is obliged to publish it in accordance with the law or at the order of a court or other state body, while the Publisher is obliged to inform Monkaze of such required publication without undue delay, at the latest within 5 days. In any case, the Publisher may disclose the Confidential Information only in the least possible extent.
5. Term. The Publisher is obliged to keep confidentiality of the Confidential Information during the Term of the Agreement and for 20 (twenty) years after its termination. In case of trade secret, the obligation continues throughout the existence of the trade secret. Monkaze may immediately ban the Publisher’s Account and terminate all license rights granted herein, in the event the Publisher breaches any of its confidentiality obligations.
6. Publisher shall pay to Monkaze a contractual penalty in the amount of USD 100 000 for each individual case of breach of confidentiality obligations stipulated in this Article 8.

8. PERSONAL DATA

1. Users’ data. By using Platform the Publisher may collect or use some data regarding activities of Users. This data may include information about IP addresses, session-based browsing behavior, device-related data (further referred to as „Data”). Platform does not collect data which by itself identifies an individual such as name, address, phone number, email address. Detailed information regarding types of Data of Users that may be collect or used by the Publisher through Platform is specified in the Monkaze User Privacy Policy (https://portal.monkaze.com/Auth/PrivacyPolicy). Please note that any references to “Users” mean the User of an Internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on advertisement or campaign webpage.
2. If any Data is personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (further referred to as “Personal Data” and the “GDPR” and respectively), and processed thereof, it shall be governed under the Terms set forth in the Monkaze Data Processing Agreement (https://Monkaze.com/dpa/), further referred to as the “DPA”. The DPA is an integral part of these Terms. Unless otherwise explicitly stated in the DPA, it is agreed and acknowledged by the parties that with respect to Personal Data included in the Data processed in connection with Services, the Publisher shall be considered as a the “Controller” or the “Processor” of Personal Data and Monkaze shall be considered as the “Processor” or the “another Processor” (“Sub-Processor”), as applicable, according to the terms defined under the GDPR and the DPA. The Publisher represents and warrants that Monkaze is permitted to collect, use, and transfer Data on behalf of the Publisher in order to provide Services according to the terms defined under DPA.

9. TERMINATION AND SUSPENSION

1. Duration. The Agreement is concluded for an indefinite period of time. Either party can terminate the Agreement at any time without a cause by providing the other party with a 14 (fourteen) days advance notice.
2. Withdrawal. The Parties have the option to withdraw from the Agreement due to its material breach by the other Party. The Parties agree that the Publisher has materially breached the Agreement, in particular if the Publisher is more than 10 days in default with the provision of Publisher Services, is more than 10 days in default with provision of cooperation, has used the Monkaze Services in breach of the Agreement, or has breached the confidentiality obligation more than once. Notice of withdrawal from the Agreement shall be made in writing and shall be effective on its delivery to the other Party.
3. Suspension. Monkaze is entitled to suspend the Publisher’s access to Platform at any time according to its discretion by remotely deactivating the Monkaze Service, Publisher’s Account and or access to the Publisher’s Account, especially for the following reasons: (i) the Publisher breaches the Terms or terms regarding other services provided by Monkaze on the basis of separate agreements or there is a suspicion of such breach, (ii) the Publisher conducts activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations or there is a suspicion of such activities, (iii) in case of delay in payment to Monkaze for any services provided by Monkaze on the basis of separate agreements, (iv) in case of negative verification of Account, or (v) as otherwise stipulated in the Terms. Reactivation of suspended Account requires additional verification as per instructions available in the Platform. If reasons for suspension cease to exist, Monkaze may restore the Publisher’s access to the Account. However, Monkaze is also entitled to ban the Publisher form using the Platform and/or Monkaze Services and terminate the Agreement at any time, without advance notice. Regardless of the circumstances, such suspension or termination by Monkaze shall not give rise to any liability of Monkaze. The Publisher waives the right to compensation for any damages caused by the Monkaze's actions according to this Article.
4. Termination for cause. Monkaze may also terminate the Agreement by written notice of termination effective upon its delivery to the Publisher, if the Publisher (i) files in any court or agency, pursuant to any bankruptcy and/or insolvency statute or regulation of any state, province or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Publisher or of its assets, (ii) proposes a written agreement of composition or extension of its debts, (iii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within 1 month after the filing thereof, (iv) proposes or is a party to any dissolution or liquidation, or (v) makes an assignment for the benefit of its creditors. Monkaze may also terminate the Agreement by written notice of termination if a Force Majeure Event that prevents it from performing its obligations under the Agreement lasts longer than 30 days.
5. Account and Order cancellation. In lieu of terminating the Agreement, Monkaze may, at its sole discretion, suspend or permanently block Publisher's access to the Account, remove the Account, or terminate only Order or Orders determined by Monkaze. In the event of termination of the Agreement, Monkaze may delete the Publisher's Account, including all data stored therein (i.e., including all Campaign details, payment information).
6. Written form. Any notice of termination or withdrawal must be made in writing and sent by e-mail to the other party. In case of termination by Monkaze, it shall send the notice to the last e-mail address used for communication with the Publisher. In case of termination by the Publisher, it shall send the notice to the following e-mail address info@monkaze.com.
7. Effect of Termination. Upon termination of the Agreement, all currently effective Orders are terminated as well. If the Agreement is terminated by Monkaze for cause, the Publisher is liable for satisfaction of all Advertiser’s claims towards Monkaze caused in connection with the termination of the Agreement. Termination of the Agreement for any reason shall not affect the rights and obligations which by their nature are intended to survive termination, in particular limitations Publisher’s liability and indemnification obligation of the Publisher. Upon termination of the Agreement, the Customer shall immediately cease using the Monkaze Service.

10. MISCELLANEOUS

1. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of Czech Republic, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
2. Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with the Agreement, shall be brought and maintained exclusively in the court competent for Monkaze’s registered seat. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the aforementioned court for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
3. Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and any amendment, instrument, document, or agreement delivered or which may in the future be delivered in connection herewith or therewith and agrees that any such action or proceeding shall be tried before a court and not before a jury.
4. No Third-Party Beneficiaries. These Terms are made solely for the benefit of the Publisher and Monkaze Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms.
5. Assignment. The Publisher may not assign any of its rights or delegate any of its duties under these Terms or additional agreements (if concluded with Monkaze) without the prior written consent of Monkaze. Despite such consent, no assignment shall release the assignor any of its obligations or alter any of its primary obligations to be performed under these Terms. The Publisher hereby agrees that Monkaze is entitled to assign any of its rights and obligations under these Terms or even the entire Agreement and additional agreements (if concluded with the Publisher) to any third party and at any time without separate consent of the Publisher.
6. Successors and Assigns. Except as otherwise expressly provided herein, these Terms shall bind and inure to the benefit of the successors, assigns, heirs, executors, and administrators of the parties to the Terms.
7. Independent Contractor. The relationship of the Publisher and Monkaze established by these Terms Is that of independent contractors, and neither party is an employee, agent, partner, or joint venturer of the other.
8. Force Majeure. Neither party shall be deemed in default of the Terms to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of an event of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent including but not limited to natural disasters and acts of God, embargoes, strikes (including planned ones), wars, epidemics (including the covid-19 pandemic), and cyber-attacks (such as DDoS).
9. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Monkaze in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10. Entire Agreement. Except as may be set forth in a written agreement signed by Monkaze and the Publisher, these Terms constitute the final, complete, and exclusive statement of the terms of the use of Platform between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
11. Severability. If any provision of the Terms is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of the Terms or affecting the validity or enforceability of such provision.
12. Attorney’s Fees. If Monkaze prevails in any action, suit, or proceeding arising from or based upon the Terms, Monkaze shall be entitled to recover from the Publisher Monkaze’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
13. Headings. The headings in the Terms are included for convenience only and shall neither affect the construction or interpretation of any provision herein nor affect any of the rights or obligations of the parties of the Terms.
14. Notices and Complaints. Any notice, communication or statement relating to Terms shall be done by an email unless the written form is reserved in these Terms. The notice is deemed effective upon delivery to the contact data of the respective party as indicated herein or in the Publisher’s Account. In the event of non-material changes to the Terms (e.g. editorial changes, correction of obvious typographical errors), notice shall be deemed effective upon posting at Platform. In the event of material changes to the Terms (i.e. affecting the rights and obligations of the parties), notice shall be effective upon delivery to the email address last provided by the Publisher. In the event that the Publisher believes that the Agreement is not being performed in accordance with the provisions of the Terms, it may submit a complaint to Monkaze in the term of 14 (fourteen) days from noticing the breach of the Agreement by Monkaze. All complaints will be handled within a reasonable timeframe, not exceeding 30 days. The notices and complaints of the Publisher can be sent on the following addresses: info@monkaze.com
15. Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the provisions of these Terms. These Terms shall not be construed against either party by reason of its drafting.
16. Modifications. Monkaze reserves the right to modify the Terms at any time and in its sole discretion, in particular, but not exclusively, the provisions on payment and pricing, warranties and liability for defects, choice of law provisions, jurisdiction of arbitration courts and tribunals. Monkaze shall notify the change of the Terms on its website, electronically to the last known email address of the Publisher or through the Platform. If the Publisher does not reject the change of the Terms within 14 days from the date of dispatch of the notice to the Publisher, the Publisher accepts the changed Terms. In the event that the Publisher rejects the amended Terms within the aforementioned period, the last Terms agreed by both Parties shall apply for the remaining term of the Agreement. IF THE PUBLISHER DOES NOT WISH TO BE BOUND TO NEW TERMS, IT MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF NEW TERMS BY AN EMAIL NOTICE.
17. Marketing / Press releases / public announcements. Neither party will issue any publicity, press release, or other public statement without the prior written consent of the other party.
18. Notice of Potential Liabillity. Publisher will inform Monkaze within one (1) business day of becoming aware of any actual or threatened lawsuit, governmental investigation or other governmental action related to Publisher, or marketing or promotional campaigns run by Publisher. Monkaze reserves the right to investigate any activity that may violate this Agreement.
19. Internet Inherently Insecure. The Internet is an inherently insecure medium and the transmission of data over the Internet (such as sending an email or logging onto a website) is subject to possible loss, interception or alteration while in transit. Accordingly, Monkaze does not assume any liability for any damage Publisher may experience or costs Publisher may incur as a result of any loss, interception or alteration of transmissions over the Internet.
20. Monkaze Opportunity to Cure. Prior to taking any action against Monkaze as a result of Monkaze’s breach of its obligations under this Agreement, Publisher shall provide Monkaze with written notice of the breach and Monkaze shall have fifteen (15) business days to cure such breach, provided, however, with respect to any breach which is not reasonably curable within such fifteen (15) business day period, Monkaze shall have an additional period of time to cure such breach up to 90 days so long as Monkaze shall have promptly commenced to cure such breach within such fifteen (15) business day period.
21. Publisher acknowledges and agrees that by clicking on the button labeled "Agree" or such similar links as may be designated by Monkaze to accept the terms and conditions of this Agreement, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract. Publisher acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement and all terms contained therein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 ("E-Sign Act") or other similar statutes, PUBLISHER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY MONKAZE. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

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ADVERTISER TERMS & CONDITIONS

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Version: 1.5.

1. INTRODUCTORY PROVISIONS

1. These Advertiser Terms (hereinafter the “Terms”) are issued by Monkaze Ltd, company incorporated under the laws of The United Kingdom, ID no.: 13648677, with its registered seat at 20-22 Wenlock Road, London, England, N1 7GU (hereinafter “Monkaze”).
2. Please read the Terms and other documents referred to therein carefully before using Monkaze Services. By using Monkaze Services, the Advertiser confirms that it has become acquainted with the contents of the Terms and agrees with it. Should the Advertiser not intend to be bound by the Terms, it shall not use Monkaze Services, and if it is presented with an option to provide consent to the Terms when using Monkaze Services, it shall not select the option "I agree“.
3. Please note that these Terms do not govern the relationship between Monkaze and the Publishers – entities interested in providing the Promotional space to Monkaze. Such relation shall be subject to a separate agreement, whose terms are available on request at info@monkaze.com.

2. DEFINITIONS

1. Unless otherwise provided in the Terms, the following capitalized words shall have the meanings provided as follows:

1. Account is Advertiser’s an account in the Platform.
2. Advertiser is the entity that created the advertiser Account in Platform.
3. Promotional space is the internet marketing spaceprovided by Publisher including micro-sites, search, parked domains, commercial email, social media, or influencer blog.
4. Campaign details are the parameters and the scope of Promotional space, e.g. channels:  Social, SEO, Push, Email, Native, Display/Banner, Click to call, SMS, Responder, Funnel path, Domain, Remnant (filtered, geo,capped, etc.and, Landing Page URL and duration of the Campaign.
5. Marketing content are marketing materials,campaign materials and tracking link for third party products or services provided or approved by the Advertiser for incorporation to the Promotional space.
6. Agreement is the framework agreement described in Article 3.1. An integral part of the Agreement are these Terms together with Monkaze User privacy policy available at https://portal.monkaze.com/Auth/PrivacyPolicy . Any reference to the Agreement shall include the Agreement together with the Terms and other documents referred to in this letter f).
7. Campaign represents Campaign Details and Marketing content and it is a final connection between Promotional Space and Landing Page URL.
8. Confidential information is described in Article 8.1.
9. Landing Page URL is the URL address of the page where Users are redirected.
10. Effective date is the date on which the Advertiser enters into the Agreement with Monkaze.
11. User is aperson. The term “User” excludes non-human traffic – spiders, bots, etc., or activity designed to produce fraudulent traffic.
12. Invalid traffic means traffic generated by robots,, it includes visits (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple visits on the same redirect URL; (iii) that Platform receives and rejects for a valid business purpose; (iv) or visits containing mismatches to the original XML feed call, which prompted a bid response from Platform.
13. Monkaze Services are the services provided by Monkaze as described in Article 3.3., especially the provision of the Platform as a service.
14. Order is the insertion order confirmed by the Parties based on this Agreement.
15. Platform is the platform available at portal.monkaze.com operated by Monkaze.
16. Publisher is a third party that provides the Promotional space to Monkaze.
17. Term means duration of the Agreement.
18. Traffic sources include, but are not limited to, websites, domains, toolbars, browser extensions, apps, etc.

3. SERVICES

1. Effective Date. By accepting these Terms, the Advertiser enters into a framework agreement with Monkaze (“Agreement”). This means that by participating in or using the Monkaze Services or features of Platform, the Advertiser agrees to be bound by the Agreement. The Advertiser further agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of Monkaze Services shall be subject to and shall abide by these Terms.
2. Monkaze Services. Advertiser is the purchaser of Promotional space. The Advertiser shall provide Monkaze with Campaign details concerning Promotional space which the Advertiser would like to purchase. The Campaign details shall be provided by the Advertiser to Monkaze mainly by e-mail, messaging service available on the Platform or as otherwise agreed by the Parties. Based on individual Orders concluded hereunder, the Advertiser purchases and Monkaze shall provide the Promotional space to the Advertiser as Monkaze Services.
3. Platform. Monkaze operates the Platform as a service where Advertiser is able to set bids for third party traffic sources upon pre-payment. Advertiser may use the Platform, provided that:

1. Provider shall register as a user of the Platform by creating an Account. Before the Account is created, in the registration form the Advertiser is obliged to state its company/business name (including the Advertiser’s legal form), an address of the registered office or business address, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Advertiser, as well as contact data of the Advertiser and billing information in the extent required by Monkaze. The Advertiser shall provide true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up to date. Aforementioned data shall be consistent with VIES database (if applicable). The Advertiser is not allowed to enter the data of another entity without Monkaze’s consent – even if it does so, that does not mean a transfer of the Account’s ownership to this entity. In case of any change of that data as well as any other data provided by the Advertiser (including email address), the Advertiser is obligated to provide Monkaze with accurate data as well as send Monkaze a documentation that proves such changes. Additionally, each Advertiser must have a bank account.
2. When an individual, the Advertiser represents and warrants that: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. the Advertiser is not a consumer).
3. When a person signing up to the Platform acts on behalf of their employer or an entity, this person represents and warrants he/she has full legal authority to bind their employer or such other entity to these Terms. In case of doubt, Monkaze is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Advertiser.
4. Advertiser’s email address shall be the one set up on the Advertiser’s website domain name. Otherwise the person registering as the Advertiser shall prove on Monkaze’s request that it is entitled to act on behalf of and for the Advertiser (especially by sending a written authorization). Monkaze can demand such proof at any time.
5. Advertiser can have only one Advertiser Account at the same time unless otherwise agreed with Monkaze. The owner of the Account is the Advertiser whose data has been provided according to the letter a) above and indicated on the invoices issued by Monkaze. The Advertiser may not create a new Account if is in delay with payment of any amount to Monkaze (e.g. its former Account is at negative balance). Monkaze may suspend and/or do not begin provision of the Services unless all amounts due are paid by the Advertiser.
6. If the person acting on behalf of one Advertiser opens a new Account on behalf of second Advertiser, Monkaze can refuse to provide Monkaze Services to the second Advertiser at its sole discretion. The second Advertiser shall have no claims against Monkaze related to refusal to provide Services.
7. Advertiser undertakes to pay Monkaze all costs, expenses and lost benefits connected with payments madeas well as it waives its right to claim damages, especially in the amount of commission paid in the higher amount that stated in the relevant law provisions.
8. Advertiser shall not permit any third party to use or gain access to Platform and shall use reasonable security measures to protect against unauthorized usage and access. The Advertiser is responsible for selecting and continuously managing its password and security settings to protect the Account and Account’s settings (including the Advertiser’s contact and payment information) from unauthorized changes. The Advertiser is entirely responsible for maintaining the confidentiality of Advertiser’s password and the Account’s security, as well as the Advertiser’s other information. All consequences of the Advertiser’s voluntary disclosure of password and account information, as well as all activities that occur in the Advertiser’s Account are the Advertiser’s responsibility. The Advertiser agrees to notify Monkaze immediately of any unauthorized use of the Advertiser’s account or any other breach of security.
9. Advertiser agrees that it shall be responsible for all activities that arise from use of the Account, whether initiated by the Advertiser or other person on the Advertiser’s behalf and Monkaze shall be entitled to rely on any requests which have been initiated from the Advertiser’s account. Monkaze disclaims any liability for any activity in the Advertiser’s account, whether initiated or authorized by the Advertiser or not unless it is Monkaze’s intentional fault. Subject to Monkaze’s intentional fault, the Advertiser is solely responsible for use of Platform by its employees or any unauthorized person.
10. Every new Account created in the Platform system is manually approved or denied by one of Monkaze’s employees. Accounts will generally be verified within 72 hours. The Advertiser also acknowledges and agrees that all its Campaigns shall be subject to review by Monkaze’s employees prior to their publication on the “OfferWall”. Monkaze reserves the right to accept or reject the Advertiser’s Campaign at any time based on a violation of the Terms, applicable law, ordinance, rule, regulation, or treaty, or also without a cause. Campaigns will generally be verified within 72 hours. Requests submitted during public holidays will be considered as submitted on the following working day.
11. If the Account inactive for a period of 6 months or longer (no logins during this time by the Advertiser), Monkaze may suspend the Account making it unable to be used by the Advertiser. To resume the Account active status, the Advertiser must apply for its activation by Monkaze.
12. Advertiser is entitled to access the Account by means (e.g. via API) provided by Monkaze. The Advertiser shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to Platform or Monkaze’s website as well as it shall not attempt to obstruct, disrupt, or interfere with the operation of Platform or other Services provided by Monkaze.
13. To use the Platform an internet connection and a web browser with Java support is required.

4. Right to use the Platform. The Platform may be protected by copyright and other intellectual property rights of Monkaze. Since the Advertiser uses the Platform only in "as a service" mode, i.e. the Advertiser accesses and uses the Platform running on the cloud services only in an online environment and does not have and will not be provided with copies of its source or machine code, the Advertiser does not use the Platform within the meaning of copyright law. Nor does the Advertiser acquire any intellectual property rights to the Platform. All intellectual property rights to the Platform belong to and remain solely with Monkaze. Monkaze grants to the Advertiser only a non-exclusive, non-assignable and non-transferable authorization to use the functionalities of the Platform subject to the terms and conditions set out herein. The authorization is granted for the Term. To login to the Account, the Advertiser shall enter its e-mail address and password.
5. Support. Monkaze is not obliged to provide the Advertiser with any support but may elect to do so at its sole discretion. If Monkaze elects to provide any support, it shall be delivered in English on working days Monday through Friday, from 9:00 to 17:00, CET. Detailed information on technical support is posted on Platform.

4. INSERTION ORDERS

1. Order placement. Advertisers provide Monkaze with documents (Campaign details) regarding the parameters and scope of Promotional space they are looking for, such as channels, Landing Page URL, Campaign duration etc. At the same time, Publishers provide Monkaze with Campaign details about Promotional space which they are able to provide. Therefore, Monkaze may become aware that the Publisher is able to provide Promotional space which is currently requested by the Advertiser. In such case, Monkaze may approach the Advertiser and propose conclusion of an Order for the provision Promotional space, based on which and upon its confirmation, Monkaze shall provide the Promotional space to the Advertiser.
2. Order details. Each Order shall specify at least the (i) Campaign details; (ii) Price for provision of the Promotional space in accordance with the payment models specified herein.
3. Binding Order. By placing the Order, the Advertiser confirms that the information provided in the Order is correct. Any Order placed by the Advertiser is binding for the Advertiser, meaning that if Monkaze confirms the Order, the Advertiser is obliged to pay for Monkaze Services. Nevertheless, Monkaze is not obliged to place and/or confirm any Order.
4. Confirmation. Monkaze may confirm Orders placed by the Advertiser with minor modifications and/or amendments made by Monkaze. Such modifications or amendments do not require Advertiser’s additional confirmation. The Order is concluded as amended or modified by Monkaze unless the Advertiser rejects Monkaze modifications and amendments within 3 days from the confirmation of the Order by Monkaze. The Parties expressly rule out the possibility of the Advertiser confirming any Order made by Monkaze with any modifications or amendments from Advertiser’s side. Any modifications or amendments from Advertiser’s side must be confirmed by Monkaze.
5. Written form. The confirmation of an Order shall be made by an electronic signature of a written Order form via the Platform. The Order is concluded and the Parties enter into a contract on the provision of Advertiser Services upon the electronic signature of the written Order form by both Parties.
6. Verbal form. The Parties may also confirm the Order verbally or otherwise at a joint meeting without signing the written Order form. In such case, Monkaze shall prepare the written Order form and send it to the Advertiser for confirmation. If Advertiser agrees with the Order form, it shall sign it via the Platform or at least confirm it with an e-mail or other reply. The Advertiser may raise objections to the Order form within 3 working days of its dispatch. If the Advertiser does not raise objections to the Order form within this period, it approves it and concludes the Order, even without the necessity of its electronic signature.

5. PAYMENT

1. Deposit. Prior to purchasing the Promotional space, the Advertiser must deposit funds to its Account on Platform. The minimum initial deposit amount (understood as a first payment of funds by the Advertiser on its Account in order to pay for Monkaze Services) is 2000 USD. Top up amount above the minimum threshold is solely a decision of the Advertiser. Deposited funds are connected with the Advertiser’s Account and can be used only for purchasing the Promotional space via the Platform. The Advertiser acknowledges and agrees that the funds deposit may be made by payment methods – such as Bank Wire, or Crypto (as currently available in the Platform) – which may be connected with additional costs of transactions. The Advertiser bears all such costs, Monkaze may deduct costs from the funds deposited to Advertiser’s Account. Payment methods and charges connected with them may be subjected to change without explicit notice from Monkaze. However information on additional costs of transactions is always displayed on Platform’s payment screen. Payment. Unless otherwise agreed by the Parties in the Order, all payments for Monkaze Services shall be made by the Advertiser prior to the provision of Monkaze Services by a deduction from the funds deposited to Advertiser’s Account. In case there are insufficient funds deposited to Advertiser’s Account, Monkaze is not obliged to conclude the Order and/or to provide Monkaze Services.
2. Strong Customer Authentication. According to the relevant payment providers’ policies some of the transactions may demand Strong Customer Authentication (SCA), which means that electronic payment is performed with multi-factor authentication to increase the security of such a payment. The type of used multi-factor authentication as well as demanding SCA in any case depends on the policy of the relevant payment provider that is chosen by the Advertiser. The implementation of requirements regarding SCA may also lead to processing an increased amount of the Advertiser’s Personal Data by these payment providers and transferring the increased amount of the one by Monkaze to these payment providers, so it is recommended to respectively review the privacy policies available on their websites as well as the Privacy Policy of Monkaze.
3. Price model. In each Order, the Parties shall agree on a price model for the provision of Monkaze Services. The price model may be, in particular but not exclusively, based on the following models or their combinations:

1. CPC (cost per click): the Advertiser shall pay the agreed amount per each click or redirect of the User.
2. CPA (RevShare): the Advertiser shall pay the agreed commission from the Advertisers revenue. The commission is calculated as a certain percentage specified in the Order multiplied by the revenue of Advertiser achieved as a direct result of the Advertiser’s services (i.e. when the End Customer views an ad on the Promotional space, clicks that ad, and then takes a further action to pay for the goods or services of the Advertiser). The right to payment of the commission arises at the moment of conclusion of the contract based on which the good or service of the Advertiser is sold to a third party. On request, the Advertiser is obliged to provide Monkaze with all records and accounting books necessary to calculate the revenue.

4. Reporting. Unless agreed otherwise by the Parties in the Order, the price to be paid (deducted from the funds deposit) by the Advertiser to Monkaze under the Order shall be determined by the Platform. The price determined by the Platform is fully available to the Advertiser via the Account.
5. Invoicing. The Platform shall generate the invoice automatically upon conclusion of the Order. The Invoice shall be delivered to the Advertiser electronically via the Platform. Advertiser bears all costs connected with the Wire transfers.
6. Payment Disputes. The Advertiser understands and agrees to address any complaints Advertiser may have with any payments under these provisions to Monkaze within thirty (30) days from the date of conclusion of the Order or from the date of provision of the Monkaze Services, whichever comes sooner. The complaints shall be made in writing and sent by e-mail to info@monkaze.com. Failure to address a complaint to Monkaze within such period will constitute an acceptance of, and agreement with, the applicable payment as determined by the Platform.
7. Refunds. Payments made by the Advertiser are subject to the following refund policy:

1. In accordance with the Terms, the Advertiser may ask for a refund of the remaining funds deposited on the Account by contacting info@monkaze.com.
2. In case of Monkaze Services provided in CPC payment model, Monkaze shall refund the Advertiser the price paid (deducted from the funds deposited to Advertiser’s Account) for clicks and/or redirects marked as invalid by Monkaze’s internal filtering system. Monkaze filtering system may mark the click or redirect as invalid if the click and/or redirect fulfills the conditions of Invalid traffic as defined in these Terms. Monkaze may request additional evidence from the Advertiser to prove that the clicks or redirects constituted Invalid traffics. Notwithstanding, in an event that discrepancies between the Advertiser and Monkaze’s statistics exceed 10%, the Advertiser and Monkaze agree to work together in good faith with the aim of reducing the discrepancies to below the 10% threshold.
3. During the Term or in the event of termination of the Agreement by the Advertiser, the Advertiser is entitled only to a refund of currently remaining funds deposited in the Advertiser’s Account and only in the amount above the amount of minimum initial deposit. Bonuses or any form of credit granted by Monkaze are not subject to refund.
4. In case the Advertiser’s Account is suspended or terminated for any reason by Monkaze (e.g. Article 3.3 letter k), 6.4 or Article 10 of the Terms) the remaining funds deposited on the Account are automatically deducted by Monkaze as a remuneration for keeping the Account active during the Term and accounted for as revenues of Monkaze. If the Advertiser asks for reactivation of the Account, the funds may be reinstated as a “bonus” in the amount equal to the remaining funds deposited on the Account before its deactivation (in exceptional situations and if agreed by the Parties).
5. In any case, the refunded amounts and/or bonuses shall be credited only into the Advertiser’s Account (i.e. in the form of deposit) and not into bank account or any other Advertiser’s account.
6. Unless otherwise stipulated in the letters a) – e) above or agreed by the Parties in the written Order form, any and all payments and deposits made by the Advertiser are nonrefundable and the termination and/or suspension does not entitle the Advertiser to demand that these amount are returned to the Advertiser, instead they shall be accounted for as revenues of Monkaze.

8. Disputes. In the event a legal action is brought against or a dispute is raised with Monkaze, Monkaze reserves the right to hold amounts due to Publisher under this Agreement until the legal action or dispute is resolved.
9. Taxes and withholding. All taxes, levies or fees associated with purchase of the Monkaze Services by the Advertiser, including, but not limited to, federal, state, and local, including value added tax and taxes related to purchase and sale of the Promotional space and use of the Monkaze Space shall be paid by the Advertiser. Monkaze is entitled to add these amounts, in particular the VAT, to the invoiced price. If Monkaze has to pay the above taxes or fees, it is entitled to claim payment of these amounts from the Advertiser on the basis of an issued invoice. The Advertiser agrees to promptly reimburse and indemnify Monkaze from any claim or assessment of taxes by any state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operations stated in the Terms. This shall in no way prejudice the obligation of Monkaze to pay income tax.
10. Default. If the Advertiser is in delay with payment of any amount to Monkaze, the Advertiser is obliged to pay default interest in the amount of 0.5% of the outstanding amount for each, even incomplete, day of delay.
11. Any chargebacks or poor quality traffic (e.g. due to filter discrepancies, technical setup issues, not following business deal by IO) will be adjusted to the Advertiser payout within 60 days of the billing period).

6. RESTRICTIONS AND OBLIGATIONS OF THE ADVERTISER

1. Acknowledgments. Advertiser represents and warrants that:

1. It will post its privacy policies and shall adhere to its privacy policies which will confirm to all applicable laws.
2. the Marketing Content does not and will not infringe or misappropriate any Intellectual Property Rights, rights of publicity, or privacy rights of any person.
3. the Marketing Content will not be deceptive, false or misleading (including, but not limited to, containing misrepresentations, misleading omissions, or false statements) and will not contain any content that is in any way deceptive, libelous, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable to a reasonable person.

2. Restrictions. The Advertiser shall not

1. violate the security measures of the Monkaze Service or otherwise attack it, in particular by inserting malware (computer viruses, trojan horses, ransomware, etc.) or other harmful content or code, damage, block, disrupt or overload the Monkaze Service (e.g. by scripting) or alter, block or bypass any process built into the Monkaze Service
2. except for the use of the Monkaze Service in the usual manner and for its purpose, remove or use any part of the Monkaze Service (including databases contained therein) or information obtained therefrom for the purpose of inserting such data into any other database ("screen scraping"), crawl, index or in any non-transitory manner store or cache information obtained from Platform or otherwise perform automated processing of data contained in the Monkaze Service for any other purpose;
3. use the Monkaze Service in any manner other than the usual manner, or which may be harmful to Monkaze or competitive with Monkaze and shall not intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by the Platform, Monkaze website or servers;
4. reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code of the Platform;
5. affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to Platform or Monkaze;
6. transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from Monkaze, any aspect of Platform under any timesharing, service bureau or other unauthorized method or access thereto; or
7. engage in any action or practice that reflects poorly on Platform, Monkaze or its other Advertisers, or otherwise disparages or devalues the reputation or goodwill of the same;
8. attempt to gain access to any part of the Monkaze Service to which it has not been granted access, especially information from the Platform, including without limitation: email addresses or phone numbers of other account holders or other software data; and shall not use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble the Platform or Monkaze website or servers; and shall not request or obtain login or other information of other users' user accounts, attempt to log into another user's account without authorization, or attempt to breach the security of other user accounts;
9. infringe the rights of third parties through the Monkaze Service, including but not limited to intellectual property rights, rights for protection of personality or rights relating to the processing of personal data; (j) use the Monkaze Service in any other manner that violates the Agreement or other terms and conditions that apply to the use of the Monkaze Service or in a manner that is contrary to law.
10. Prohibited activities. The Advertiser shall not use Platform in any manner, or in connection with any Marketing content, content, data, hardware, software or other materials, that (i) constitute a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (ii) constitute phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (iii) contain illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws, or (iv) is in any other way harmful to the User. The prohibited activities according to this Article 6.2 apply especially to promotion of sites and using of Marketing content that contain any content that would be contrary to this Article. Monkaze will publish guidelines for Advertiser’s Campaigns on Monkaze website,
11. submit any Marketing Content that contains malicious code; collects, reads or stores user information or interacts with the Platform for any purpose other than the configuration of that Content.
12. use flash Cookies or HTML5 local storage that exploits Users browsers and software in a way that such Users do not reasonably expect, including but not limited to recreating tracking cookies that have been deleted by the User, or
13. Infringe any third partys copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy

3. Updates. Monkaze continuously develops, modifies, and updates the Platform in accordance with the latest user requirements. Monkaze reserves the right to modify Platform and its functions or functionalities at any time in its sole discretion and without any liability. Monkaze agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, Monkaze reserves the right to modify or maintain Platform at any time, with or without notice to the Advertiser.
4. Cooperation. The Advertiser shall provide Monkaze with maximum cooperation for the performance of the Agreement, at any time upon request and without undue delay. In particular, it shall always provide Monkaze with the exact information, documents and accesses requested by Monkaze for the purpose of performance of the Agreement within 48 hours from the request; and ensure the availability, participation and active cooperation of qualified personnel who have sufficient knowledge of the Promotional space and the Advertiser’s requirements and ensure that all Promotional space is in working order and meets the Campaign details agreed by the Parties in the Order. If the Advertiser fails to provide or ensure cooperation in accordance with this Article, Monkaze shall not be in default with performance of the Agreement. All deadlines and time periods for Monkaze's performance shall be extended by twice the period of time that the Advertiser is in default in providing cooperation under this Article, and if such default continues for more than 10 days, Monkaze may suspend Advertiser’s Account and/or performance of the Agreement. The rights agreed in this Article shall not exclude other rights of Monkaze under other provisions of the Terms.
5. Inspection. Monkaze reserves the right to conduct and/or instruct a third party to conduct an inspection or an audit to verify Advertiser’s compliance with the Agreement. The Advertiser is obliged to provide Monkaze with all requested Advertiser's records (including information relating to the Promotional space, manner in which the Advertiser Service is used, conversion effect of Monkaze Services or the Advertiser’s Campaign, e.g., sales or sign-ups) to the extent that Monkaze has reasonable grounds to suspect that the Advertiser is in breach of the Agreement. The Advertiser and its employees, agents and officers shall cooperate fully with Monkaze and shall provide access to all relevant documents, records, premises, personnel, and other information and provide copies as requested. If the inspection or audit reveals a breach by the Advertiser of any provision of the Agreement, the Advertiser shall pay the cost of such inspection or audit. Failure to allow the inspection or audit under this Article shall constitute a material breach of the Agreement by the Advertiser.
6. Right of control. The Advertiser shall be responsible for all damages incurred by Monkaze arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Monkaze’s business partners. Monkaze reserves the right at its own discretion to chargeback, block and ban any Marketing content that it deems harmful to its continued operation.
7. Non-Competition. Monkaze Services contain Monkaze's know-how, which is Monkaze's primary source of revenue and is of the highest value to Monkaze. Therefore, Monkaze cannot allow the Advertiser or third parties to misuse the experience or knowledge acquired in connection with the Agreement or the use of the Monkaze Services and develop competitive solutions based on it. For this reason, the Advertiser agrees not to develop, sell, or otherwise make available to any third party (except as permitted by the Terms) any software or service that serve the same or substantially similar purpose or have the same or substantially similar functionality as the Monkaze Services or Platform, anywhere in the world during the Term and for a period of additional 2 years after termination of the Agreement, and not to assist any other person in doing so. Advertiser shall pay to Monkaze a contractual penalty in the amount of USD 100 000 for each individual case of breach of obligation stipulated in this Article.
8. No-poaching. The Parties agree not to persuade or coerce any employees, customers, or suppliers of the other Party to terminate or reduce their cooperation with the other Party and/or instead begin working with the Party or a third party. During the Term, and for a period of additional 2 years after the termination of the Agreement, the Parties shall not (i) solicit or induce any employee of the other Party to leave his or her employment, assist him or her to do so, or send him or her a targeted job offer, and/or (ii) solicit or induce any customer or supplier of the other Party to terminate or reduce his or her cooperation with the other Party, or otherwise interfere in any way with his or her relationship with the other Party. A breach of any obligation agreed to in this Article shall constitute a material breach of the Agreement. Advertiser shall pay to Monkaze a contractual penalty in the amount of USD 100 000 for each individual case of breach of obligation stipulated in this Article.
9. Payment of any contractual penalty does not affect the right to payment of damages in full.
10. Protection of Goodwill. The Advertiser shall protect the goodwill of Monkaze, the Monkaze Services and the Platform, in particular but exclusively, it shall not disclose false information about Monkaze, the Monkaze Services or the Platform. Similarly, the Advertiser shall not disclose truthful information that is misleading or deceptive under the circumstances of disclosure. The Advertiser shall act so as not to damage the reputation of Monkaze, the Monkaze Services or the Platform by its conduct.

7. GENERAL TERMS

1. Representations & Warranties.  The Advertiser represents and warrants that it has full power and authority to enter into the Agreement.
2. No specific purpose. Monkaze Services are designed and offered as a general-purpose product and not for the specific purposes of any user. Monkaze Services have only the features expressly set forth in the Terms, which Monkaze may change from time to time with respect to the development and changes to the Monkaze Services; if the Monkaze Services have no other features, this shall not be considered a defective performance. Monkaze Services are intended for business users only. Monkaze is not obliged to provide the Monkaze Services to consumers. The Advertiser shall back up all data entered into the Platform. The Advertiser is not responsible for any breach of integrity, loss, corruption, or deletion of data. The Advertiser is also not responsible for the security and confidentiality of the transmitted content.
3. Effects of the Services. Monkaze will provide Monkaze Services (in the form of clicks, impressions, or redirects) according to the Order. However Monkaze does not guarantee conversion as an effect of Monkaze Services or the Advertiser’s Campaign (e.g. revenue increase, sales, or sign-ups) and shall not issue a refund if none are achieved. It means that Monkaze does not guarantee any sales and shall not be held responsible if sales are not generated.
4. Landing Page URL. In the event that the Landing Page URL becomes unavailable for any reason (e.g., server hosting the provided URL is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the Internet, Landing Page URL, the Advertiser’s network, and/or its underlying infrastructure), the Advertiser shall hold neither Monkaze nor its partner sites responsible for these errors. Monkaze shall not be held responsible for factors beyond its control that may interfere with its ability to deliver Users to the Landing Page URL. Such factors include, but are not limited to, downtime on the Advertiser’s server, overuse of the Advertiser’s bandwidth quota (if applicable), errors on the Landing Page URL, pop-up killers, and/or network outages beyond Monkaze’s server. Any such purchases concerning Users not delivered to the Landing Page URL during these aforementioned circumstances shall not be refunded.
5. Third Party Services. Monkaze Services are dependent on third-party devices and services (such as Advertiser's internet service provider or Microsoft Azure cloud service provider). Monkaze cannot control the availability or quality of these third-party devices and services. During their failure or downtime, the Monkaze Services may be temporarily unavailable without entitling the Advertiser to any compensation.
6. Service level. MONKAZE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS (COLLECTIVELY THE “MONKAZE PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING THE PUBLISHERS AND ADVERTISERS). MONKAZE IS NOT RESPONISBLE FOR THE ADS, ADVERTISER WEBSITES, PRODUCTS OR SERVICES PROVIDED BY ADVERTISERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF MONKAZE PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MONKAZE PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING ANY IMPLIED WARRANTIES AND LIABILITY, ESPECIALLY (A) LIABILITY FOR DEFECTS AND FOR ANY (TEMPORARY AND/OR PARTIAL) MALFUNCTION, DOWNTIME, DEFECT, DATA STORAGE OR PROCESSING ERROR, INACTIVITY, INTERRUPTION OR UNAVAILABILITY OF MONKAZE SERVICES, (B) THE SUCCESS OF PLATFORM, CAMPAIGN AND/OR MONKAZE SERVICES, (C) THE NUMBER OF USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH MONKAZE. MONKAZE SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, ANY USE BY YOU SHALL BE AT ADVERTISER’S SOLE RISK. MONKAZE DOES NOT GUARANTEE ANY UPTIME OF THE MONKAZE SERVICES, RESPONSE TIME OR RESOLUTION TIME FOR ANY DEFECT THAT OCCURS WHILE USING THE MONKAZE SERVICES.
7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONKAZE PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR TORTS/DELICTS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE PLATFORM (INCLUDING CAMPAIGN’S SETTINGS) OR MONKAZE SERVICES. EVEN IF MONKAZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF MONKAZE PARTIES RESULTING FROM THE AGREEMENT OR CONNECTED WITH IT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE ADVERTISER FOR THE LAST CAMPAIGN TO MONKAZE OR 10.000 USD, WHICHEVER IS LESS. LIABILITY OF THE MONKAZE PARTIES IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, IT MEANS THAT IT IS LIMITED ONLY TO DAMAGES CAUSED BY INTENTIONAL FAULT OF ANY OF THE MONKAZE PARTIES.
8. Compliance with Legal Regulations. The Advertiser shall obtain on his own responsibility all necessary permissions and shall fulfil the Agreement and use the Monkaze Services in accordance with all legal regulations, in particular legal regulations on restriction / inspection of export. The Advertiser furthermore shall inform Monkaze without undue delay in case it is necessary that Monkaze obtained some permissions or modified the manner of the fulfilment of the Agreement if the Advertiser cannot objectively ensure this on his own with accordance to the first sentence of this paragraph. Advertiser agrees to provide and use Marketing Content as well as conduct marketing and promotion of Marketing Content, only so long as such use of Marketing Content is in full compliance with all applicable foreign or domestic, federal, state, or local statutes, laws, ordinances, rules and regulations, or industry standards, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM"), Canada's Anti-Spam Legislation ("CASL"), California's Anti-Spam Act, Cal. Bus. & Prof. Code 17529 et seq. ("California's Anti-Spam Act"), the Telephone Consumer Protection Act, 47 U.S.C. 227 et seq. ("TCPA"), the Federal Trade Commission Act ("FTC Act"), all FTC rules, regulations, and guidelines, applicable credit card merchant guidelines, the Utah and Michigan "Child Protection Registry" laws, the Child Protection and Obscenity Enforcement Act, 18 U.S.C. 2257 ("Section 2257"), and any federal or state law or the law of any jurisdiction in which Advertiser conducts business or uses Platform under this Agreement or the Google policies, and shall be solely responsible and liable for the marketing and promotion of such Marketing Content. In addition, Advertiser agrees to abide by and comply with this Agreement.
9. Acknowledgments. Advertiser acknowledges and agrees that:

1. Monkaze is merely a provider of the Platform and therefore is neither a "sender," an "advertiser," an "agency," or any other similar defined sender or initiator pursuant to CAN-SPAM, CASL, or California's Anti-Spam Act and that Monkaze serves no function and performs no role in Advertisers business and promotional activities other than to provide the Platform.
2. it is performing this Agreement without use of or reliance upon any third-party sub-Licensees or affiliates or partners. Advertiser shall not license Platform or any Marketing Content found on Platform to sub-Licensees, affiliates syndicated networks or other marketing partners. If Advertiser performs this Agreement through one or more third-party sub-Licensees, affiliates or partners, Advertiser agrees to unconditionally bear the obligations, risks and liabilities of each such third party and to fully indemnify and hold Monkaze harmless from any claim made involving services rendered by such third party. In addition, Monkaze shall have the right to withhold all revenue otherwise due and payable to Advertiser.

10. Suppression Lists. In the event Monkaze seeks commercial email marketing to promote its Marketing Content, it will make available to Advertiser a list of all email addresses associated with opt-out requests that it receives ("Suppression List"). Advertiser shall make such suppression list available to third party traffic sources but shall not be responsible or liable for its use or failure to use.
11. Indemnification. The Advertiser shall indemnify, defend, and hold harmless Monkaze (including the Monkaze Parties) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Monkaze, known or unknown, contingent or otherwise, directly or indirectly arising from the Advertiser’s breach of any term or provision of these Terms or any way related to the Advertiser’s use of the Platform, including but not limited to any claim (i) for infringement of Intellectual Property Rights of a third party, (ii) of Publisher towards Monkaze related to the termination of the Agreement, especially the fact that the Advertiser will not pay for Monkaze Services as agreed under any Order and thus, Monkaze cannot pay the Publisher for Promotional space, (iii) the Advertiser's failure to pay or remit taxes in a timely, correct and accurate manner; and/or (iv) other third party claims caused in whole or in part by the Advertiser. Monkaze shall notify the Advertiser of any such claim and shall cooperate with the Advertiser, at its expense, in defending or settling such claim. The Advertiser shall not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Monkaze’s rights without Monkaze’s prior written consent. The Advertiser may join in defense with counsel of its choice at its own expense. If the Advertiser does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, Monkaze may defend against such claim in such manner as it may deem appropriate at the Advertiser’s expense, including, without limitation, settling such claim, after giving notice to the Advertiser.
12. Intellectual Property. All services, software, documentation, user interfaces, graphics, content, fonts, or any other data provided by Monkaze to Advertiser in connection with the Monkaze Services and all outputs from the Monkaze Services, including all text, analysis, charts, statistics, and recommendations are provided to Advertiser in accordance with these Terms, but no transfer of ownership or intellectual property rights in such items shall occur as a result. Monkaze and Monkaze's licensors reserve all rights in the subject matter of their intellectual property except those expressly granted to the Advertiser in the Terms. Monkaze shall own all rights, titles, and interests to use of Intellectual Property Rights (as defined below), relating to the Monkaze Services or Platform (and any derivative works or enhancements thereof), including but not limited to, all software, services, technology, processes, materials, guidelines, documentation, user interfaces, graphics, content, fonts, or any other data provided by Monkaze to Advertiser in connection with or relating in any way to Monkaze Services or the Platform. For purposes of these Terms, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations, and reinstatements thereof, now, or hereafter in force and effect worldwide.
13. Other Restrictions. Advertiser may not (a) grant any authorization forming part of the authorization granted to the Advertiser by Monkaze to a third party; (b) assign the authorization (i.e., transfer it in whole or in part) or assign the Agreement to a third party; (c) give the authorization to a third party as a guarantee, security, pledge, or other similar right; (d) provide, demonstrate, or otherwise make the Monkaze Service available to a third party; (e) use the Monkaze Services to provide any services to third parties, including the education of third parties; (f) copy or continue to use Monkaze's trademarks or disclose any false information about Monkaze or the Monkaze Services, as well as any truthful information that is misleading under the circumstances of the disclosure; (g) conduct benchmarking or other testing of the Monkaze Services and publish or otherwise make available to third parties the results of such testing; (h) remove from any items provided to the Advertiser by the Monkaze in connection with the Monkaze Services, or otherwise alter or tamper with Monkaze Services.
14. Advertiser materials. The Advertiser’s materials (i.e. websites, domains, creatives, landing pages etc.) are and shall remain its sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

8. CONFIDENTIALITY

1. Confidential information. The Advertiser agrees to safeguard and, except Monkaze’s written consent, not to disclose to anyone any proprietary or confidential information acquired in relation to the Advertiser’s access to Platform. Such information includes, without limitation, personal data, principles of operations of Platform, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds, and any and all information, that wasn´t marked as public by Monkaze, regardless of the form or means it was communicated and/or captured, any and all facts that the Advertiser learns during the Agreement negotiations and/or during the Term and/or will be made available to the Advertiser by Monkaze in any way, as well as the very existence of these facts and the Cooperation.
2. Exceptions. Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the Advertiser, (ii) was already in the Advertiser’s possession or known to the Advertiser prior to being disclosed or provided to it by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to Monkaze or any other party with respect thereto, (iii) was or is obtained by the Advertiser from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to Monkaze or any other party with respect to such information or material, or (iv) is independently developed by the Advertiser without reference to the Confidential Information. If the Advertiser believes or will believe that any part of the Confidential Information should be exempted from the obligations set out in this Article, it shall inform Monkaze in writing no later than 15 days after obtaining such information or obtaining access to such information and shall specify that part of the Confidential Information which it considers falling within the exceptions provided for in this Article. The burden of proof regarding the fulfillment of the conditions for the exemption lies solely with the Advertiser. Monkaze decides on the exemption from the obligations set out in this Article.
3. Obligation of confidentiality. The Advertiser shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Advertiser agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Monkaze’s rights therein. The Advertiser shall use its best efforts to assist Monkaze in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Advertiser shall advise Monkaze immediately in the event the Advertiser learns or has reason to believe that any person to whom the Advertiser has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Monkaze, and the Advertiser will, at the Advertiser’s expense, cooperate with Monkaze in seeking injunctive or other equitable relief in the name of the Advertiser or Monkaze against any such person. The Advertiser agrees to maintain the confidentiality of Monkaze’s Confidential Information using at least as great a degree of care as the Advertiser uses to maintain the confidentiality of the Advertiser’s own most confidential information (and in no event less than a reasonable degree of care). Especially, the Advertiser is obliged to conclude non-disclosure agreements with any person that has access to the Advertiser’s Account, which content shall allow for objective protection of Confidential Information. The Advertiser acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation Platform or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Monkaze inadequately compensable in damages at law, and Monkaze is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. The Advertiser shall not use the Confidential Information for a purpose other than that for which it was provided to him. In particular, the Advertiser will not use the Confidential Information in connection with its business activities (apart from provision of Advertiser Services to Monkaze) for itself or for another without the prior written consent of Monkaze.
4. Disclosure to public authorities. The disclosure of the Confidential Information is not a breach of these Terms if the Advertiser is obliged to publish it in accordance with the law or at the order of a court or other state body, while the Advertiser is obliged to inform Monkaze of such required publication without undue delay, at the latest within 5 days. In any case, the Advertiser may disclose the Confidential Information only in the least possible extent.
5. Term. The Advertiser is obliged to keep confidentiality of the Confidential Information during the Term of the Agreement and for 20 (twenty) years after its termination. In case of trade secret, the obligation continues throughout the existence of the trade secret. Monkaze may immediately ban the Advertiser’s Account and terminate all license rights granted herein, in the event the Advertiser breaches any of its confidentiality obligations.

9. PERSONAL DATA

1. Users’ data. By using Platform the Advertiser may collect or use some data regarding activities of Users. This data may include information about IP addresses, session-based browsing behavior, device-related data (further referred to as „Data”). Platform does not collect data which by itself identifies an individual such as name, address, phone number, email address. Detailed information regarding types of Data of Users that may be collected or used by the Advertiser through Platform is specified in the Monkaze Privacy policy (https://portal.monkaze.com/Auth/PrivacyPolicy ). Please note that any references to “Users” mean the User of an Internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device, or a visitor on advertisement or campaign webpage.
2. If any Data is personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (further referred to as “Personal Data” and the “GDPR” and respectively), and processed thereof, it shall be governed under the Terms set forth in the Monkaze Data Processing Agreement (https://Monkaze.com/dpa/), further referred to as the “DPA”. The DPA is an integral part of these Terms. Unless otherwise explicitly stated in the DPA, it is agreed and acknowledged by the parties that with respect to Personal Data included in the Data processed in connection with Services, the Advertiser shall be considered as a the “Controller” or the “Processor” of Personal Data and Monkaze shall be considered as the “Processor” or the “another Processor” (“Sub-Processor”), as applicable, according to the terms defined under the GDPR and the DPA. The Advertiser represents and warrants that Monkaze is permitted to collect, use, and transfer Data on behalf of the Advertiser in order to provide Services according to the terms defined under DPA.

10. TERMINATION AND SUSPENSION

1. Duration. The Agreement is concluded for an indefinite period of time. Either party can terminate the Agreement at any time without a cause by providing the other party with a 14 (fourteen) days advance notice.
2. Withdrawal. The Parties have the option to withdraw from the Agreement due to its material breach by the other Party. The Parties agree that the Advertiser has materially breached the Agreement, in particular if the Advertiser is more than 10 days in default with payment of any amount to Monkaze, is more than 10 days in default with provision of cooperation, has used the Monkaze Services in breach of the Agreement, or has breached the confidentiality obligation more than once. Notice of withdrawal from the Agreement shall be made in writing and shall be effective on its delivery to the other Party.
3. Suspension. Monkaze is entitled to suspend the Advertiser’s access to Platform at any time according to its discretion by remotely deactivating the Monkaze Service, Advertiser’s Account and or access to the Advertiser’s Account, especially for the following reasons: (i) the Advertiser breaches the Terms or terms regarding other services provided by Monkaze on the basis of separate agreements or there is a suspicion of such breach, (ii) the Advertiser conducts activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations or there is a suspicion of such activities, (iii) in case of delay in payment to Monkaze for any services provided by Monkaze on the basis of separate agreements, (iv) in case of negative verification of account, or (v) as otherwise stipulated in the Terms. Reactivation of suspended Account requires additional verification as per instructions available in the Platform. If reasons for suspension cease to exist, Monkaze may restore the Advertiser’s access to the Account. However, Monkaze is also entitled to ban the Advertiser from using the Platform and/or Monkaze Services and terminate the Agreement at any time, without a cause and advance notice. Regardless of the circumstances, such suspension or termination by Monkaze shall not give rise to any liability of Monkaze. The Advertiser waives the right to compensation for any damages caused by the Monkaze's actions according to this Article.
4. Termination for cause. Monkaze may also terminate the Agreement by written notice of termination effective upon its delivery to the Advertiser, if the Advertiser (i) files in any court or agency, pursuant to any bankruptcy and/or insolvency statute or regulation of any state, province or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Advertiser or of its assets, (ii) proposes a written agreement of composition or extension of its debts, (iii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within 1 month after the filing thereof, (iv) proposes or is a party to any dissolution or liquidation, or (v) makes an assignment for the benefit of its creditors. Monkaze may also terminate the Agreement by written notice of termination if a Force Majeure Event that prevents it from performing its obligations under the Agreement lasts longer than 30 days.
5. Account and Order cancellation. In lieu of terminating the Agreement, Monkaze may, at its sole discretion, suspend or permanently block Advertiser's access to the Account, remove the Account, or terminate only Order or Orders determined by Monkaze. In the event of termination of the Agreement, Monkaze may delete the Advertiser's Account, including all data stored therein (i.e., including all Campaign details, Marketing content, payment information).
6. Written form. Any notice of termination or withdrawal must be made in writing and sent by e-mail to the other party. In case of termination by Monkaze, it shall send the notice to the last e-mail address used for communication with the Advertiser. In case of termination by the Advertiser, it shall send the notice to the following e-mail address info@monkaze.com.
7. Effect of Termination. Upon termination of the Agreement, all currently effective Orders are terminated as well. Termination of the Agreement for any reason shall not affect the rights and obligations which by their nature are intended to survive termination, in particular limitations Advertiser’s obligations to pay the price for Monkaze Services and all other amounts billed Advertiser’s liability and indemnification obligation of the Advertiser. Upon termination of the Agreement, the Customer shall immediately cease using the Monkaze Services. The Advertiser is obliged to pay any and all amounts due  (excess payments, advance payments, refunds etc.) within 2 days after termination of the Agreement.

11. MISCELLANEOUS

1. Governing Law. The Agreement shall be governed by, and construed in accordance with, the laws of Czech Republic, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
2. Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with the Agreement, shall be brought and maintained exclusively in the court competent for Monkaze’s registered seat. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the aforementioned court for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
3. Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and any amendment, instrument, document, or agreement delivered or which may in the future be delivered in connection herewith or therewith and agrees that any such action or proceeding shall be tried before a court and not before a jury.
4. No Third-Party Beneficiaries. These Terms are made solely for the benefit of the Advertiser and Monkaze Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms.
5. Assignment. The Advertiser may not assign any of its rights or delegate any of its duties under these Terms or additional agreements (if concluded with Monkaze) without the prior written consent of Monkaze. Despite such consent, no assignment shall release the assignor any of its obligations or alter any of its primary obligations to be performed under these Terms. The Advertiser hereby agrees that Monkaze is entitled to assign any of its rights and obligations under these Terms or even the entire Agreement and additional agreements (if concluded with the Advertiser) to any third party and at any time without separate consent of the Advertiser.
6. Successors and Assigns. Except as otherwise expressly provided herein, these Terms shall bind and inure to the benefit of the successors, assigns, heirs, executors, and administrators of the parties to the Terms.
7. Independent Contractor. The relationship of the Advertiser and Monkaze established by these Terms Is that of independent contractors, and neither party is an employee, agent, partner, or joint venturer of the other.
8. Force Majeure. Neither party shall be deemed in default of the Terms to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of an event of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent including but not limited to natural disasters and acts of God, embargoes, strikes (including planned ones), wars, epidemics (including the covid-19 pandemic), and cyber-attacks (such as DDoS).
9. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Monkaze in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10. Entire Agreement. Except as may be set forth in a written agreement signed by Monkaze and the Advertiser, these Terms constitute the final, complete, and exclusive statement of the terms of the use of Platform between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
11. Severability. If any provision of the Terms is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of the Terms or affecting the validity or enforceability of such provision.
12. Attorney’s Fees. If Monkaze prevails in any action, suit, or proceeding arising from or based upon the Terms, Monkaze shall be entitled to recover from the Advertiser Monkaze’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
13. Headings. The headings in the Terms are included for convenience only and shall neither affect the construction or interpretation of any provision herein nor affect any of the rights or obligations of the parties of the Terms.
14. Notices and Complaints. Any notice, communication or statement relating to Terms shall be done by an email unless the written form is reserved in these Terms. The notice is deemed effective upon delivery to the contact data of the respective party as indicated herein or in the Advertiser’s Account. In the event of non-material changes to the Terms (e.g. editorial changes, correction of obvious typographical errors), notice shall be deemed effective upon posting at Platform. In the event of material changes to the Terms (i.e. affecting the rights and obligations of the parties), notice shall be effective upon delivery to the email address last provided by the Advertiser. In the event that the Advertiser believes that the Agreement is not being performed in accordance with the provisions of the Terms, it may submit a complaint to Monkaze in the term of 14 (fourteen) days from noticing the breach of the Agreement by Monkaze. All complaints will be handled within a reasonable timeframe, not exceeding 30 days. The notices and complaints of the Advertiser can be sent on the following addresses: info@monkaze.com.
15. Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the provisions of these Terms. These Terms shall not be construed against either party by reason of its drafting.
16. Modifications. Monkaze reserves the right to modify the Terms at any time and in its sole discretion, in particular, but not exclusively, the provisions on payment and pricing, warranties and liability for defects, choice of law provisions, jurisdiction of arbitration courts and tribunals. Monkaze shall notify the change of the Terms on its website, electronically to the last known email address of the Advertiser or through the Platform. If the Advertiser does not reject the change of the Terms within 14 days from the date of dispatch of the notice to the Advertiser, the Advertiser accepts the changed Terms. In the event that the Advertiser rejects the amended Terms within the aforementioned period, the last Terms agreed by both Parties shall apply for the remaining term of the Agreement. IF THE ADVERTISER DOES NOT WISH TO BE BOUND TO NEW TERMS, IT MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF NEW TERMS BY AN EMAIL NOTICE.
17. Marketing / Press releases / public announcements. Neither party will issue any publicity, press release, or other public statement without the prior written consent of the other party.
18. Notice of Potential Liabillity. Advertiser will inform Monkaze within one (1) business day of becoming aware of any actual or threatened lawsuit, governmental investigation or other governmental action related to Advertiser, or marketing or promotional campaigns run by Advertiser. Monkaze reserves the right to investigate any activity that may violate this Agreement.
19. Internet Inherently Insecure. The Internet is an inherently insecure medium and the transmission of data over the Internet (such as sending an email or logging onto a website) is subject to possible loss, interception or alteration while in transit. Accordingly, Monkaze does not assume any liability for any damage Publisher may experience or costs Publisher may incur as a result of any loss, interception or alteration of transmissions over the Internet.

1. Monkaze Opportunity to Cure. Prior to taking any action against Monkaze as a result of Monkaze’s breach of its obligations under this Agreement, Advertiser shall provide Monkaze with written notice of the breach and Monkaze shall have fifteen (15) business days to cure such breach, provided, however, with respect to any breach which is not reasonably curable within such fifteen (15) business day period, Monkaze shall have an additional period of time to cure such breach up to 90 days so long as Monkaze shall have promptly commenced to cure such breach within such fifteen (15) business day period.

20. Advertiser acknowledges and agrees that by clicking on the button labeled "Agree" or such similar links as may be designated by Monkaze to accept the terms and conditions of this Agreement, Advertiser is submitting a legally binding electronic signature and is entering into a legally binding contract. Advertiser acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement and all terms contained therein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 ("E-Sign Act") or other similar statutes, ADVERTISER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY MONKAZE. Further, Advertiser hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.