BLR Trading Limited - Digital Goods Trading

STANDARD TERMS AND CONDITIONS FOR AFFILIATES

These standard Terms and Conditions together with the insertion order (“IO”) (collectively, the “Agreement”), executed by and between IMC Media Network LTD. (“BLR Trading Limited”) and the entity or person detailed in the applicable IO (the “Company”) (together with BLR Trading Limited, the “Parties”, and each party separately shall be refenced herein as a "Party").
Whereas, Company possesses specialized knowledge, skills and experience in the field of online advertising and campaign management; and
Whereas, BLR Trading Limited wishes to retain Company’s service to promote BLR Trading Limited’s products and services through online advertising ;
Therefore, in consideration of the mutual covenants and undertakings hereinafter set forth, the Parties agree as follows:

DEFINITIONS
1. “Advertising Material” means all text, images, sound, video, other content and URLs used by BLR Trading Limited for advertising purposes, including any Intellectual Property incorporated therein.
2. “Confidential Information” means any information of the disclosing Party whether or not in tangible form, of a private, secret, proprietary or confidential nature, or treated by the disclosing Party as such (including by marking such information as confidential or by informing the receiving Party in writing of such disclosure of Confidential Information), including but not limited to: (1) any deliverables provided by a Party under this Agreement; (2) any reports or invoices delivered by a Party under this Agreement; (3) information relating to a Party’s business or financial affairs; (4) marketing strategies of a Party; (4) lists of customers, suppliers and service providers of a Party; or (5) any information of any Third Party as to which the disclosing Party owes a duty of confidentiality. Confidential information shall not include any information that the non-disclosing Party can verify with substantial proof: (1) is generally available or known to the public through no wrongful act of the non-disclosing Party; (2) was independently developed by the non-disclosing Party; or (3) was disclosed to the non-disclosing Party by a Third Party under no obligation of confidentiality to such Party.
3. “End Users” means any Third Party who is an individual person.
4. “Intellectual Property” means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know-how and proprietary technology, either registered or unregistered which is currently owned by a Party or which may be developed and/or owned by it in the future.
5. "Product(s)" means the platform, products, services, documentation and related components offered by a Party.
6. “Prohibited Activity” means any illegal or questionable activity including without limitation: (a) using deceptive or false representations and/or notifications to End Users; (b) using automated or direct installation of a program or using any automated program intended to generate nonhuman clicks (this may include by using scripts, web crawlers, spiders, bots or other similar nonhuman programs); (c) hacking, interfering, uninstalling or disabling any Third Party content, application, widget or any part thereof ; (d) generate, use, distribute or propagate viruses, worms, Trojan horses, or any other malicious code, file or program; (e) use the End User’s device for purposes that are unwarranted and unexpected by the end user (such as consuming bandwidth or computer resources, spamming or obtaining personal information from an end user’s device); (f) act in a fashion that may harm or dilute BLR Trading Limited’s reputation; (g) take any action that may harm the security of End User’s device or the privacy of the End User, or materially interfere with or disrupt web navigation or browsing; (h) using any misleading, deceptive or fraudulent practices whatsoever, including but not limited to non-human traffic (e.g. bots), inflating views, clicks or actions, etc..
7. “Prohibited Content” means any content that is: (a) false, deceptive, misleading, infringing upon any applicable law, fraudulent, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit; (b) excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, discriminatory, hate-mongering or otherwise objectionable content; (c) defame, abuse, or threaten physical harm to others; (d) any type of harmful applications or components which intentionally create or exploit any security vulnerabilities in an End User’s device, including without limitation: viruses, spyware, malware, Trojan horses, spamware, worms or any other malicious code or conduct; (e) advocate or facilitate violence of any kind; (f) any other content that would otherwise be considered as a criminal offense or could give rise to a civil liability, or considered questionable or illegal in any fashion according to applicable laws in the relevant jurisdictions or that is infringing upon Third Party right. 1.8. “Company Guidelines” shall mean the most current version of Company’s industry standard guidelines or policies as specified in an IO, which may be updated by Company from time to time.
8. “Third Party” means an individual or entity that is not a party to this Agreement.
SERVICES
1. During the term of this Agreement, the Company agrees to: (1) use its knowledge, skills and experience to purchase online media and to utilize media placement and other methods of online advertising to generate Internet traffic to promote BLR Trading Limited’s Products (the “Campaign”); and (2) manage the online advertising campaign associated with the Campaign (collectively, the “Company Services”).
2. As part of the Company Services, Company will direct End Users to certain sites and landing pages designated by BLR Trading Limited, whereby End users will be able to use certain services and/or products (the "Products").
3. The Campaign underlying any respective IO may include Company’s purchase of online advertising for the purpose of displaying Advertising Materials provided by BLR Trading Limited. The Advertising Materials shall be provided according to the terms set forth in the Agreement.
4. BLR Trading Limited reserves the right to suspend or cancel any Campaign for any reason, including but not limitation if Company does not comply with applicable law and/or deemed by BLR Trading Limited as in breach of its obligations.
LICENSE GRANT AND CONDITIONS
BLR Trading Limited grants to Company during the term of this Agreement a worldwide, royalty free, nonexclusive license to use, reproduce, distribute and create derivative works of the Advertising Materials as required to fulfill Company’s obligations under this Agreement. Notwithstanding the above and/or anything to the contrary in this Agreement, BLR Trading Limited may restrict the campaigns to certain geo locations or revise the aforementioned grant of license, within the commercial scope of an applicable IO and/or upon the parties’ mutual written consent.
PAYMENT AND REPORTING
1. In consideration for Company’s performance of the Company Services, BLR Trading Limited shall pay to Company any non disputed amount based on the mechanism stipulated in the applicable IO, and solely upon BLR Trading Limited’s receipt of applicable payments from its partners (the “Consideration” or “Company Fee”). The information upon which the Consideration shall be determined, shall be calculated exclusively by BLR Trading Limited, as its resolution in respect thereof shall be final. The Company Fees include any and all sales, use, value added, excise or similar tax (and any related duties, tariffs and similar charges) that may be due under this Agreement.
2. In the event that Company disputes the calculation made by BLR Trading Limited, it shall notify BLR Trading Limited in writing and indicate the reasons for the dispute. The Parties thereafter shall work together in good faith to resolve the dispute and to come to a common ground and mutually acceptable calculation. In the event the Parties are unable to come to an agreement, BLR Trading Limited’s information and numbers shall control.
3. All payments under this Agreement will be made in such currency as indicated in the applicable IO.
TERM AND TERMINATION
1. This Agreement shall commence on the Effective Date and shall continue terminated as set forth herein.
2. Any IO entered into by the Parties shall terminate on the termination date specified in the IO unless earlier terminated by the Parties as set forth in this Section. For clarification, all portions of this Section relating to termination of the Agreement shall equally apply to the termination of an IO, unless specified otherwise in such IO.
3. Either Party may terminate this Agreement without liability, for any reason or no reason upon two (2) days written notice.
4. BLR Trading Limited may terminate this Agreement immediately with notice if the other Party becomes insolvent, ceases to do business as a going concern, makes an assignment, composition or arrangement for the benefit of its creditors, or admits in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (other than in the course of a solvent reorganization or restructuring approved by the other Party to this Agreement).
5. Notwithstanding the foregoing, BLR Trading Limited may immediately terminate this Agreement if Company engages in any action or activity that, in BLR Trading Limited’s sole discretion, reflects poorly on BLR Trading Limited or devalues BLR Trading Limited’s reputation or goodwill, or should Company breaches the provisions of this Agreement, including but not limited to, any of its representations and warranties.
6. Upon termination of this Agreement: all licenses granted hereunder will terminate, and each Party will promptly return to the other any Confidential Information or copies thereof received from the other.
7. All provisions of the Agreement relating to data ownership or intellectual property, confidentiality, indemnification, disclaimers of warranties, limitations of liability and General terms will survive termination of this Agreement.
8. Sections 4, 5.8, 7, 8, 9, 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement.
REPRESENTATIONS
1. General Representations. Each Party hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) it owns or has the legal right to distribute any Advertising Material and to grant any Intellectual Property licenses granted hereunder; (c) the execution of this Agreement by each Party and the performance of its obligations and duties hereunder does not and will not violate any law, statute or regulation, or any agreement to which it is a party or by which it is otherwise bound; and (d) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.
2. By Company. Company hereby represents and warrants that:
  1. Company’s performance of the Company Services shall not violate any applicable laws, statutes, or Third Party rights, including rights of privacy and intellectual property rights;
  2. Company shall not engage in any action or activity that reflects poorly on BLR Trading Limited or otherwise disparages or devalues BLR Trading Limited’s reputation or good will, its performance under this Agreement does not violate any applicable laws, statutes or Third Party rights, including rights of privacy and intellectual property rights, and shall no not engage in any Prohibited Activity or preform the Company Services by using a Prohibited Content;
  3. If Company becomes aware of any legal restriction regarding the distribution of any Advertising Materials in any of the agreed territories it will immediately notify BLR Trading Limited and BLR Trading Limited and Company will immediately cease such distribution;
  4. It acknowledges that, without limiting any other terms of this Agreement or other remedies available to BLR Trading Limited, in the event Company or any other Third Party engages in any fraudulent activity, BLR Trading Limited will have the sole and exclusive right to terminate the applicable campaign or take any other applicable measures at its sole discretion.
  5. Without derogating from the generality of the above, Company will not, directly or through a Third Party, engage in any other harmful or deleterious programming routines or otherwise interfere with the function or performance of BLR Trading Limited Products;
  6. Company shall make no representations, warranties or agreements on behalf of BLR Trading Limited;
  7. Company shall only use Advertising Materials within the scope of this Agreement. Subject to the Advertising Materials as may be forwarded by BLR Trading Limited, the Company shall not use the Advertising Materials or any other terms, trademarks or other intellectual property rights of BLR Trading Limited and/or its partners unless BLR Trading Limited and/or its applicable partner consents to such use in writing. For avoidance of doubt, the Company may not use the Advertising Materials, BLR Trading Limited and/or its partners’ name or intellectual property rights (including but not limited to graphics and design material) in any bulk emails unless against prior written consent of BLR Trading Limited and/or its applicable partner;
  8. Company shall at all times comply with data protection and privacy regulations, legislation and subsidiary legislation as may be applicable from time to time, e.g. Company shall always inform its End Users that tracking technology will be installed on the End Users’ hard drive when the user clicks on the links which underlay the Advertising Material, and provide such End Users with an option to reject such installation;
  9. Company shall maintain at least an opt-in facility for the End Users to subscribe to the receipt of Advertising Material from the Company via SMS or email; and
  10. Company shall ensure that for Advertising Material sent to End Users by the Company, an unsubscribe facility shall always be in place whereby an End User can opt to stop receiving Advertising Materials from the Company.
Company's Obligations
1. Company hereby agrees to use the BLR Trading Limited’s Products and/or Advertising Material and all related software and documentation, as well as process all personal data, in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws, which apply to the Company and/or to its products or services, and/or to any users or potential users of its services and/or products.
2. Company represents and warrants that no third party agreement prevents it from using the BLR Trading Limited’s Products and/or Advertising Material as contemplated hereunder.
3. Company shall not, directly or indirectly: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the BLR Trading Limited’s Products and/or Advertising Material or any part thereof for any purpose; (ii) interfere with, modify, disrupt or disable features or functionality of the BLR Trading Limited’s Products and/or Advertising Material; (iii) represent that it possesses any proprietary interest in the BLR Trading Limited’s Products and/or Advertising Material, documentation or any part or derivative thereof; (iv) take any action to contest BLR Trading Limited's intellectual property rights or infringe them in any way; (v) remove or use the name, trademarks, trade-names, logos and other proprietary notices of BLR Trading Limited contained on or in the BLR Trading Limited’s Products and/or Advertising Material or documentation (except as specifically authorized by BLR Trading Limited in writing); (vi) copy any part or content of the BLR Trading Limited’s Products and/or Advertising Material or of the documentation other than for Company’s own internal business purposes (except as specifically permitted herein); (vii) use the BLR Trading Limited’s Products and/or Advertising Material or any part thereof to build a competitive product or service or provide any service or product which is not in accordance with the laws applicable to it; (viii) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the BLR Trading Limited’s Products and/or Advertising Material or any BLR Trading Limited’s Products and/or Advertising Material data to any third person (except as specifically permitted herein); (ix) permit other individuals or entities to create links to the BLR Trading Limited’s Products and/or Advertising Material, or “frame” or “mirror” the BLR Trading Limited’s Products and/or Advertising Material on any other server, or wireless or Internet-based device, or otherwise make available to a third party any token, key, password, or other login credentials to the BLR Trading Limited’s Products and/or Advertising Material or any users or potential users referred through BLR Trading Limited’s Products and/or Advertising Material; (x) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment into the BLR Trading Limited’s Products and/or Advertising Material or BLR Trading Limited’s network environment or any users or potential users referred through BLR Trading Limited’s Products and/or Advertising Material; (xi) misrepresent the source or ownership of BLR Trading Limited’s Products and/or Advertising Material data; (xii) use the BLR Trading Limited’s Products and/or Advertising Material or BLR Trading Limited’s Products and/or Advertising Material data in any manner or for any purpose that violates any applicable law or regulation or any rights of any person. Company shall provide commercially reasonable assistance to BLR Trading Limited to prevent the occurrence of any such activities by any third parties and any approvals thereof reasonably required by BLR Trading Limited.
4. Company shall abide by all Anti Money Laundering (AML) and Know Your Clients (KYC) requirements and legislation, and shall provide BLR Trading Limited with all reasonably required KYC and AML materials requested by BLR Trading Limited.
PROPRIETARY RIGHTS
1. Each Party retains all right, title, and interest in and to its Intellectual Property rights and nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks, copyrights or other Intellectual Property rights of the other Party other than the limited license grants provided herein.
2. Without derogating from the generality of the foregoing, BLR Trading Limited retains all ownership and Intellectual Property rights in any deliverables, software, reports, documentation and other materials furnished in connection with its performance under this Agreement. BLR Trading Limited or BLR Trading Limited’s respective Partner, shall retain and own all rights to and for any amendment, addition, modification, enhancement, and/or derivative work with respect to the Advertising Materials.
CONFIDENTIALITY
1. During the Term of this Agreement and thereafter, each Party agrees: (a) not to disclose a disclosing Party’s Confidential Information to any Third Parties other than to its shareholders, directors, officers, partners employees, advisors or consultants (collectively, the "Representatives") on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations contained herein; (b) not to use any of the disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (c) to keep the disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
2. The parties agree that the content and existence of this Agreement and the nature of the relationship between the parties shall not be disclosed to a Third Party without the mutual written consent of both parties prior to such disclosure.
3. This Confidentiality section shall survive any termination or expiration of this Agreement.
INDEMNIFICATION
1. Company will be liable for, defend, hold harmless, and indemnify BLR Trading Limited and its subsidiaries, affiliates, directors, officers, employees and agents (collectively " BLR Trading Limited Parties") against any and all claims, demands, suits, actions, costs, expenses, losses, damages and/or liabilities of any kind (including but not limited to reasonable attorney's fees) which are threatened, asserted or filed, brought, commenced or prosecuted by any Third Party against the BLR Trading Limited Parties or in which any of the BLR Trading Limited Parties may be involved in consequence of or relating to: (a) Company’s performance of this Agreement; (c) any fraudulent or negligent acts or omissions by Company; or (d) Company’s failure to comply with any of the BLR Trading Limited Guidelines and/or applicable laws.
2. Company will fully cooperate with BLR Trading Limited in the defense and settlement of any Third Party claim, and at BLR Trading Limited's demand will assume responsibility for the investigation, preparation, defense, trial and settlement of such claim, with the express provision that BLR Trading Limited will not settle the claim without BLR Trading Limited's prior written explicit approval.
WARRANTY DISCLAIMERS
ALL PRODUCTS AND ADVERTISING MATERIALS AND ANY RELATED MATERIALS ARE PROVIDED BY BLR Trading Limited ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND BLR Trading Limited SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLR Trading Limited SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING ANY BENEFIT COMPANY MAY OBTAIN FROM THIS AGREEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL BLR Trading Limited BE LIABLE TO THE COMPANY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE LIABILITIES LIMITED BY THIS SECTION 12 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, CIVIL, CRIMINAL, OR OTHERWISE; (III) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF RECIPIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the applicability of this Section 12, then the liability shall be limited to the maximum extent possible. THE TOTAL LIABILITY OF BLR Trading Limited UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
GENERAL
1. Relationship of Parties. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other and neither may bind the other in any way.
2. Assignment. Neither this Agreement nor any interest herein may be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any of its rights and obligations under this Agreement without the consent of the other in the event of a merger, consolidation, change of control or sale of all or substantially all of the Party’s assets. Any unauthorized assignment or transfer shall be null and void. This Agreement shall be binding upon and insure to the benefit of each of the parties and their respective successors and permitted assigns.
3. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither Party has relied upon any such prior or contemporaneous communications.
4. Amendments. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by authorized representatives of both parties.
5. Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
6. No Waiver. No waiver, forbearance, indulgence or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
7. Notices. All Notices pursuant to this Agreement will be sent to the contacts specified in each applicable IO, or to such others as either Party may provide in writing.
8. Conflict in Terms. In the event of any conflict or inconsistency between these terms and conditions and any IO, the terms of the IO shall prevail.
9. Force Majeure. Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including, without limitation, acts of God, disasters, terrorism, fire, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party's performance
10. Jurisdiction and Governing Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Israel, without regard to conflict of laws or to the actual state or country of incorporation or residence of the parties. The parties irrevocably consent to the exclusive jurisdiction of the courts of Belize in connection with any action arising under this Agreement.

INSERTION ORDER #__
TERMS AND CONDITIONS MEDIA BUYING AGREEMENT

These standard Terms and Conditions together with the Insertion Order (“IO”) (collectively, the “Agreement”), executed by and between IMCMEDIA LTD (“BLR Trading Limited”) and the entity or person detailed in the applicable IO (the “Company”) (together with BLR Trading Limited, the “Parties”, and each party separately shall be referenced herein as a "party").
Whereas, BLR Trading Limited possesses specialized knowledge, skills and experience in the field of online advertising and campaign management; and
Whereas, Company wishes to retain BLR Trading Limited’s service to promote Company’s products and services through online advertising ;
Therefore, in consideration of the mutual covenants and undertakings hereinafter set forth, the Parties agree as follows:

DEFINITIONS
1. “Advertising Material” means all text, images, sound, video, other content, and URLs used by Company for advertising purposes, including any Intellectual Property incorporated therein.
2. “Confidential Information” means any information of the disclosing Party whether or not in tangible form, of a private, secret, proprietary or confidential nature, or treated by the disclosing Party as such (including by marking such information as confidential or by informing the receiving Party in writing of such disclosure of Confidential Information), including but not limited to: (1) any deliverables provided by a Party under this Agreement; (2) any reports or invoices delivered by a Party under this Agreement; (3) information relating to a Party’s business or financial affairs; (4) marketing strategies of a Party; (4) lists of customers, suppliers and service providers of a Party; or (5) any information of any Third Party as to which the disclosing Party owes a duty of confidentiality. Confidential information shall not include any information that the nondisclosing Party can verify with substantial proof: (1) is generally available or known to the public through no wrongful act of the non-disclosing Party; (2) was independently developed by the non-disclosing Party; or (3) was disclosed to the non-disclosing Party by a Third Party under no obligation of confidentiality to such Party.
3. “End Users” means any Third Party who is an individual person.
4. “Intellectual Property” means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, either registered or unregistered which is currently owned by a Party or which may be developed and/or owned by it in the future.
5. "Product(s)" means the platform, products, services, documentation, and related components offered by a Party.
6. “Guidelines” shall mean the most current version of BLR Trading Limited’s industry standard guidelines or policies as specified in an IO, which may be updated by BLR Trading Limited from time to time.
7. “Third Party” means an individual or entity that is not a party to this Agreement.
SERVICES
1. During the term of this Agreement BLR Trading Limited agrees to: (1) use its knowledge, skills and experience to purchase online media and to utilize media placement and other methods of online advertising to generate Internet traffic to promote Company’s Products (the “Campaign”); and (2) manage the online advertising campaign associated with the Campaign (collectively, the “BLR Trading Limited Services”).
2. As part of the BLR Trading Limited Services, BLR Trading Limited will direct End Users to designated landing pages owned, operated, or hosted by Company from which End Users will be able to use Company’s products and/or services (the "Products").
3. The Campaign underlying any respective IO may include BLR Trading Limited’s purchase of online advertising for the purpose of displaying Advertising Materials provided by Company. The Advertising Materials shall be provided according to the terms set forth in the Agreement.
4. BLR Trading Limited shall be entitled to modify, change, alter or edit any of the Advertising Material as required for marketing or distribution purposes, upon Company’s written approval which shall not be unreasonably withheld.
5. BLR Trading Limited reserves the right to reject, suspend or cancel any campaign for any reason, including but not limitation if Company’s Advertising Materials, Products, or landing pages do not comply with any of this Agreement's provisions and/or applicable law.
6. Company understands that, as a result of BLR Trading Limited’s performance of the BLR Trading Limited Services, Company’s Advertising Materials may appear on various site(s) and in various forms selected by BLR Trading Limited in its sole discretion but not without obtaining the written approval of the Company. The breadth and type of media selected by BLR Trading Limited during the term may change at any time whilst adhering to the Company’s guidelines, and BLR Trading Limited cannot guarantee that Company’s Advertising Materials will appear in any particular type of placement, or position, or that it will be displayed in any particular context. Company understands and agrees that BLR Trading Limited shall have sole discretion over the placement of media and management of the campaign during the term.
LICENSE GRANT AND CONDITIONS
1. Company grants to BLR Trading Limited during the term of this Agreement a worldwide, royalty free, non-exclusive license to use, reproduce and distribute derivative works of the Company’s Advertising Materials as required to fulfill BLR Trading Limited’s obligations under this Agreement. Notwithstanding the above and/or anything to the contrary in this Agreement, the Company may restrict the campaigns to certain geo locations or revise the aforementioned grant of license, within the commercial scope of an applicable IO and/or upon the parties’ mutual written consent.
2. Except as expressly provided in this Agreement, Company will be responsible for the Company's Advertising Material, including its content and design, and shall ensure that the Company's Advertising Material and any other materials provided to BLR Trading Limited comply with all applicable laws, which apply to the Company and/or to its products or services, and/or to any users or potential users of its services and/or products.
3. Except as expressly provided in this Agreement, Company will be responsible for any landing pages associated with the campaign and shall ensure that the landing pages comply with the applicable law.
PAYMENT AND REPORTING
1. In consideration for BLR Trading Limited’s performance of the BLR Trading Limited Services, Company shall pay to BLR Trading Limited as stipulated in the applicable IO (the “BLR Trading Limited Fee”).
2. BLR Trading Limited’s Fee shall be calculated solely based on the information which is shall be tracked and maintained by BLR Trading Limited.
3. Company will pay to BLR Trading Limited the BLR Trading Limited Fee promptly upon the issuance of the applicable invoice.
4. The BLR Trading Limited Fees exclude any and all sales, use, value added, excise or similar tax (and any related duties, tariffs and similar charges) that may be due under this Agreement. Company will be responsible for paying all such taxes and charges, which shall be added to the BLR Trading Limited Fees.
5. It is hereby clarified that in case this Agreement and/or any applicable campaign and/or IO was terminated or expired, then the Company will then have to complete any payment against all sums generated by BLR Trading Limited's performance of this Agreement until such termination or expiration date, as applicable. Without prejustice to the aforementioned, it is hereby clarified that the Company shall only for services that BLR Trading Limited had already provided up to the time of terimation/expiry date. The Company may not, under any circumstance, deduct, set-off or withhold any sums due to BLR Trading Limited if any.
6. In the event that Company disputes the calculation made by BLR Trading Limited, it shall notify BLR Trading Limited in writing and indicate the reasons for the dispute. The Parties thereafter shall work together in good faith to resolve the dispute and to come to a common ground and mutually acceptable calculation.
7. All payments under this Agreement will be made in such currency as indicated in the applicable IO.
TERM AND TERMINATION
1. This Agreement shall commence on the Effective Date and shall continue terminated as set forth herein.
2. Any IO entered into by the Parties shall terminate on the termination date specified in the IO unless earlier terminated by the Parties as set forth in this Section. For clarification, all portions of this Section relating to termination of the Agreement shall equally apply to the termination of an IO, unless specified otherwise in such IO.
3. Either Party may terminate this Agreement without liability, for any reason or no reason upon seven (7) days written notice.
4. Notwithstanding the foregoing, BLR Trading Limited may immediately terminate this Agreement if: (a) Company’s Advertising Materials, Products, or landing pages do not comply with any applicable law; (b) if Company engages in any action or activity that, in BLR Trading Limited’s sole discretion, reflects poorly on BLR Trading Limited or devalues BLR Trading Limited’s reputation or goodwill; (c) Company fails to pay any amounts owing under this Agreement when due. BLR Trading Limited shall not be liable to Company or any Third Party for the termination of this Agreement; or (d) the Company breaches any of its representations and warranties as stipulated in Section 6.2 to this Agreement.
5. Upon termination of this Agreement: BLR Trading Limited shall cease rendering the BLR Trading Limited Services to Company, all licenses granted hereunder will terminate, and each Party will promptly return to the other any Confidential Information or copies thereof received from the other.
6. Termination or expiration shall not affect the Company’s obligation to pay any BLR Trading Limited Fees accrued prior to termination or thereafter, which shall remain owing pursuant to Section 4 of this Agreement.
7. All provisions of the Agreement relating to data ownership or intellectual property, confidentiality, indemnification, disclaimers of warranties, limitations of liability and General terms will survive termination of this Agreement.
8. Sections 4, 5.8, 7, 8, 9, 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement.
REPRESENTATIONS AND WARRANTIES
1. General Representations. Each Party hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) it owns or has the legal right to distribute any Advertising Material and to grant any Intellectual Property licenses granted hereunder; (c) the execution of this Agreement by each Party and the performance of its obligations and duties hereunder does not and will not violate any law, statute or regulation, or any agreement to which it is a party or by which it is otherwise bound; and (d) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.
2. By Company. Company hereby represents and warrants that:
  1. (a) there are no legal, commercial, contractual or other restrictions which preclude or might preclude the Company from performing its obligations pursuant to this Agreement, and that Company’s Advertising Materials, Products and other materials do not violate any applicable laws, statutes, or Third Party rights, including rights of privacy and intellectual property rights;
  2. Company shall not engage in any action or activity that reflects poorly on the BLR Trading Limited or otherwise disparages or devalues BLR Trading Limited’s reputation or good will, and its performance under this Agreement does not violate any applicable laws, statutes or Third Party rights, including rights of privacy and intellectual property rights;
  3. Company owns or holds the legal rights to use and distribute all Advertising Material, and that such use or distribution will not infringe any intellectual property or other priority rights of any Third Party or otherwise violate any applicable laws;
  4. The distribution of the Advertising Materials is not legally prohibited according to the applicable law in each territory agreed by the Parties (as stipulated in the IO).
  5. If Company becomes aware of any legal restriction regarding the distribution of any Advertising Materials in any of the agreed territories it will immediately notify BLR Trading Limited and BLR Trading Limited will immediately cease such distribution;
  6. It acknowledges that, without limiting any other terms of this Agreement or other remedies available to BLR Trading Limited, in the event Company or any other Third Party engages in any fraudulent activity, BLR Trading Limited will have the sole and exclusive right to terminate the applicable campaign or take any other applicable measures at its sole discretion.
  7. Without derogating from the generality of the above, Company will not, directly or through a Third Party, engage in any other harmful or deleterious programming routines or otherwise interfere with the function or performance of BLR Trading Limited's Advertising Modules;
  8. Company shall make no representations, warranties or agreements on behalf of BLR Trading Limited;
  9. Any special offers, promotions, incentives or commitments contained in any Advertising Material or otherwise made by Company or are the sole responsibility of Company and not BLR Trading Limited. Company is solely responsible for the accuracy, quality, integrity, reliability and legality of all Advertising Material, including, but not limited to, any associated terms, conditions, representations or warranties (as applicable); and
  10. Company's Products are as claimed to be in any offer displayed to End Users, and that BLR Trading Limited will not be responsible for any discrepancy thereof;
Company's Obligations
1. Company hereby agrees to use the BLR Trading Limited Services and all related software and documentation, as well as process all personal data, in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws, which apply to the Company and/or to its products or services, and/or to any users or potential users of its services and/or products.
2. Company represents and warrants that no third party agreement prevents it from using the BLR Trading Limited Services as contemplated hereunder.
3. Company shall not, directly or indirectly: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the BLR Trading Limited Services or any part thereof for any purpose; (ii) interfere with, modify, disrupt or disable features or functionality of the BLR Trading Limited Services; (iii) represent that it possesses any proprietary interest in the BLR Trading Limited Services, documentation or any part or derivative thereof; (iv) take any action to contest BLR Trading Limited's intellectual property rights or infringe them in any way; (v) remove or use the name, trademarks, trade-names, logos and other proprietary notices of BLR Trading Limited contained on or in the BLR Trading Limited Services or documentation (except as specifically authorized by BLR Trading Limited in writing); (vi) copy any part or content of the BLR Trading Limited Services or of the documentation other than for Company’s own internal business purposes (except as specifically permitted herein); (vii) use the BLR Trading Limited Services or any part thereof to build a competitive product or service or provide any service or product which is not in accordance with the laws applicable to it; (viii) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the BLR Trading Limited Services or any BLR Trading Limited Services data to any third person (except as specifically permitted herein); (ix) permit other individuals or entities to create links to the BLR Trading Limited Services, or “frame” or “mirror” the BLR Trading Limited Services on any other server, or wireless or Internet-based device, or otherwise make available to a third party any token, key, password, or other login credentials to the BLR Trading Limited Services or any users or potential users referred through the BLR Trading Limited Services; (x) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment into the BLR Trading Limited Services or BLR Trading Limited’s network environment or any users or potential users referred through the BLR Trading Limited Services; (xi) misrepresent the source or ownership of BLR Trading Limited Services data; (xii) use the BLR Trading Limited Services or BLR Trading Limited Services data in any manner or for any purpose that violates any applicable law or regulation or any rights of any person. Company shall provide commercially reasonable assistance to BLR Trading Limited to prevent the occurrence of any such activities by any third parties and any approvals thereof reasonably required by BLR Trading Limited.
4. Company shall abide by all Anti Money Laundering (AML) and Know Your Clients (KYC) requirements and legislation, and shall provide BLR Trading Limited with all reasonably required KYC and AML materials requested by BLR Trading Limited.
PROPRIETARY RIGHTS
1. Each Party retains all right, title, and interest in and to its Intellectual Property rights and nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks, copyrights or other Intellectual Property rights of the other Party other than the limited license grants provided herein.
2. Without derogating from the generality of the foregoing, BLR Trading Limited retains all ownership and Intellectual Property rights in any deliverables, software, reports, documentation and other materials furnished in connection with its performance under this Agreement.
CONFIDENTIALITY
1. During the Term of this Agreement and thereafter, each Party agrees: (a) not to disclose a disclosing Party’s Confidential Information to any Third Parties other than to its shareholders, directors, officers, partners employees, advisors or consultants (collectively, the "Representatives") on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations contained herein; (b) not to use any of the disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (c) to keep the disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
2. The parties agree that the content and existence of this Agreement and the nature of the relationship between the parties shall not be disclosed to a Third Party without the mutual written consent of both parties prior to such disclosure.
3. This Confidentiality section shall survive any termination or expiration of this Agreement.
INDEMNIFICATION
1. Indemnification by BLR Trading Limited. BLR Trading Limited shall indemnify and hold the Company harmless from and against any loss, cost, or expense (including reasonable attorneys’ fees) related to any act or omission in connection with the performance or nonperformance of BLR Trading Limited’s duties under the terms of this Agreement. The Company shall reasonably cooperate with BLR Trading Limited in its defense against any of the foregoing claims.
2. Indemnification by the Company. The Company shall indemnify and hold BLR Trading Limited harmless from and against any loss, cost, or expense (including reasonable attorneys’ fees) related to any act or omission in connection with the performance or nonperformance of the Company’s duties under the terms of this Agreement. BLR Trading Limited shall reasonably cooperate with the Company in its defense against any of the foregoing claims.
3. Each Party will fully cooperate with the other Party in the defense and settlement of any Third Party claim that may arise against a Party in connection to this Agreement.
WARRANTY DISCLAIMERS
ALL BLR Trading Limited SERVICES AND ANY RELATED MATERIALS ARE PROVIDED BY BLR Trading Limited ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND BLR Trading Limited SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLR Trading Limited SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING ANY BENEFIT COMPANY MAY OBTAIN FROM THIS AGREEMENT, INCLUDING THE VOLUME OF TRAFFIC GENERATED UNDER THIS AGREEMENT, THE PERFORMANCE OF ANY CAMPAIGN, PERFORMANCE OF ANY ADVERTISEMENT OR MEDIA PLACED BY BLR Trading Limited, OR THE QUALITY OF ANY TRAFFIC OR LEADS GENERATED BY BLR Trading Limited.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE LIABILITIES LIMITED BY THIS SECTION 12 APPLY: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, CIVIL, CRIMINAL, OR OTHERWISE; (III) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF RECIPIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
If applicable law limits the applicability of this Section 12, then the liability shall be limited to the maximum extent possible.
WITH THE EXCEPTION OF CLAIMS ARISING OUT OF SECTION 9 (CONFIDENTIALITY) OF THIS AGREEMENT, THE TOTAL LIABILITY OF BLR Trading Limited UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
GENERAL
1. Relationship of Parties. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other and neither may bind the other in any way.
2. Assignment. Neither this Agreement nor any interest herein may be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any of its rights and obligations under this Agreement without the consent of the other in the event of a merger, consolidation, change of control or sale of all or substantially all of the Party’s assets. Any unauthorized assignment or transfer shall be null and void. This Agreement shall be binding upon and insure to the benefit of each of the parties and their respective successors and permitted assigns.
3. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither Party has relied upon any such prior or contemporaneous communications.
4. Amendments. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by authorized representatives of both parties.
5. Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
6. No Waiver. No waiver, forbearance, indulgence or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
7. Notices. All Notices pursuant to this Agreement will be sent to the contacts specified in each applicable IO, or to such others as either Party may provide in writing.
8. Conflict in Terms. In the event of any conflict or inconsistency between these terms and conditions and any IO, the terms of the IO shall prevail.
9. Force Majeure. Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including, without limitation, acts of God, disasters, terrorism, fire, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party's performance
10. Jurisdiction and Governing Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Israel, without regard to conflict of laws or to the actual state or country of incorporation or residence of the parties. The parties irrevocably consent to the exclusive jurisdiction of the courts of Belize in connection with any action arising under this Agreement.

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