Introduction

1.1 This “Master Campaign Agreement” (or “Agreement”) is between each demand side partner (hereinafter the “DSP”) and supply side partner (hereinafter the “SSP”) (each a “Party” and collectively the “Parties”) that enters into a performance marketing relationship using the Axis Platform owned and operated by Axis Corp LTD, a limited company duly registered in accordance with the laws of England and Wales, having its registered address at: Suite 7057 128 Aldersgate Street, Barbican, London, England, EC1A 4AE (hereinafter “Axis”, “We” or “Us”) and hosted from the URL, platform.axis-marketplace.com .
Schedule 1 and each “IO” (as defined below) are fully-incorporated into the terms of this Agreement. In order to use the Axis Platform DSP and SSP must scroll down, read and agree to all the terms and conditions in this Agreement by clicking-through on the button marked “Accept” below.

1.2 The Agreement is a framework agreement and does not commit either DSP or SSP to any specific terms of performance. Schedule 1 shall also apply between the Parties, and the Parties hereby expressly agree that they cannot somehow supersede or modify Schedule 1 (General Terms and Conditions).

1.3 The Parties shall agree specific terms of engagement in each individual “Insertion OrderEnum” (“IO”). IOs contain terms and conditions of the cooperation (including any and all payment obligations) between DSP and SSP and are either created using the “Insertion OrderEnum” function on the Axis Platform or agreed on between the parties independently from Axis. The IOs shall specify the “Actions” and qualifying parameters that entitle SSP to compensation from DSP (“Payouts”). Axis shall not be a party to the Agreement, Schedule 1 and/or any IOs. The terms of the IOs are strictly between DSP and SSP. Each executed Insertion OrderEnum together with the Agreement and Schedule 1 will constitute a separate contract between SSP and DSP.

Entering into Insertion Orders

2.1 Upon the execution of an IO, SSP may promote DSP in consideration for Payouts. IOs become legally enforceable rights and obligations of the Parties upon acceptance. An IO may subsequently be varied only by mutual agreement of the Parties in writing. The Parties can utilize other forms of insertion orders (or any types of contracts) by uploading their document to the Axis Platform.

2.2 SSP makes no guarantee or representation that the Services will generate any Action(s). DSP makes no guarantee or representation that SSP will be successful in earning any Payouts under any IO where the terms are contingent upon pay- for-performance.

Payouts and Billing. Commissions of Axis

3.1 Tracking Actions and Calculating Payouts: All tracking facilities in relation to the tracking of Actions and calculation of Payouts (including issuing of applicable invoices) shall be provided by Axis. DSP shall make payments to SSP in accordance with each IO and the negotiations between the parties and based on the invoice issued by Axis.

3.2 Payment Liability. Both parties hereby agree that in no way shall Axis be liable for any payments between the parties. Thus SSP and DSP shall clear any and all outstanding payments in good faith and in accordance with the agreed conditions between the parties.

3.3 Commission of Axis: By entering into this Agreement, both Parties expressly covenant and agree to the payment of the commission to Axis for the platform maintenance and the provision of services by Axis within the Axis Platform operating (hereinafter the “Commission”):

3.3.1 For SSP the Commission will be calculated by the following formula: 4% revenue share for the current billable period.

3.3.2 For DSP the Commission will be calculated by the following formula: 4% revenue share from the DSP spent for the current billable period.

3.3.3. The payments of the Commission of Axis must be made through our designated payment processor, Stripe. All users agree to provide accurate and complete billing information to Stripe for any transactions made on the Axis Platform. We do not store or retain any credit card information on the Axis Platform. By using our services, users agree to comply with the terms and conditions of Stripe’s services, and acknowledge that we are not responsible for any errors or issues that may arise during the payment process. We reserve the right to suspend or terminate any accounts that engage in fraudulent or unauthorized payment activity.

3.4 Chargebacks: An Action can be cancelled or returned by DSP (“Chargeback”) if:

• (a) the Action is incomplete;
• (b) if a customer has cancelled or returns an Action;
• (c) if the Action has been made fraudulently or in an otherwise non-bona fide manner; or
• (d) if the Action is carried out by a person who is outside the area serviced by the DSP.

Fraudulent and Invalid Traffic

By entering into this Agreement, You agree not to engage in any fraudulent or invalid activity on the Axis Platform. All users of the Axis Platform are prohibited from engaging in any fraudulent or invalid activity on the Axis Platform, including but not limited to, using bots or other automated means to generate false clicks, impressions or conversions, artificially inflating ad views or engagement metrics, or engaging in any other activity that is designed to deceive or manipulate the platform’s advertising system. Any users found to be engaging in such activities may be subject to account suspension or termination, and may be held liable for any damages or losses incurred as a result of their actions.

Term and Termination

5.1 IOs: Each individual IO shall continue until the earlier of:

• (a) a SSP terminating the IO for convenience pursuant to the terms of an IO including notification requirements using the Platform interface;
• (b) DSP terminating an IO for convenience pursuant to the terms of an IO including notification requirements using the Axis Platform interface;
• (c) either Party terminating this Agreement or an IO for the proven case of breach by the other Party;
• (d) the date of expiration specified in the IO;
• (e) Axis removes SSP/DSP relationship or terminates the IO; or
• (f) a Party is no longer eligible to use the Axis Platform.

5.2 Consequences of Termination: On the expiration or earlier termination of each IO:

• (a) SSP shall refund DSP any outstanding amounts in relation to unfulfilled obligations that DSP has paid SSP in advance in relation to an IO;
• (b) DSP shall remain obligated to compensate SSP for Payouts earned prior to expiration or termination of the IO;
• (c) SSP shall immediately discontinue the provision of its Services and use of all content and material provided by DSP for use in connection with IOs (“Creative”);
• (d) license to the Creative shall terminate; and
• (e) each Party shall either destroy or promptly return to the other Party all copies in whatever medium of the other’s Confidential Information.

General

6.1 Force Majeure: “Force Majeure” means circumstances beyond the reasonable control of a party, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act Internet or other telecommunications failure. Neither party shall be liable to the other party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a party becomes aware of a Force Majeure event, such party shall immediately notify the other party in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either party may terminate this Agreement by written notice to the other party with immediate effect.

6.2 Entire Agreement: This Agreement represents the entire understanding and constitutes the entire agreement between the Parties in relation to their subject matter, supersede any previous agreement between the Parties as to such subject matter, and may be amended only in writing and executed by both parties (which may be pursuant to Section 4.3). Each of the Parties shall acknowledge and agrees that it has not relied on any representation or warranty other than those expressly set out in this Agreement, Schedule 1 and each IO.

6.3 Electronic Signatures: You acknowledge and agree that by clicking-through acceptance of this Agreement, IOs, and other click-through offers from the other Party on the Axis Platform, You are submitting a legally binding electronic signature and are entering into a legally binding contract. YOU HEREBY AGREE 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 PLATFORM. Further, You hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

6.4 Severability: If any provision in this Agreement, Schedule 1 or an IO is, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this User Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties’ stated intentions.

6.5 Survival: All provisions that by their sense and context are intended to survive the termination or expiration of this Agreement, including any rights arising out of a breach of this Agreement, shall survive the termination or expiration of this Agreement.

6.6 Relationship of the Parties: The relationship of the Parties is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them. Neither Party shall have the power to bind the other or to create a liability against the other in any way.

Schedule 1

General Terms and Conditions

This Schedule 1 applies as between DSP and SSP.

General Terms

1.1 Any defined terms used in each IO shall (unless otherwise stated) have the same meaning as set out in the Agreement or this Schedule 1.

Intellectual Property and Confidential Information

2.1 License. For the purposes only of SSP providing its Services, DSP grants to SSP (and its permitted users) for the duration of each IO a non-exclusive, non-transferable, world-wide, royalty-free license to use the advertising content (“Creative”) supplied by DSP for the purposes of this Agreement to the extent necessary only for SSP to perform its obligations under each IO.

2.2 Promotional Methods. SSP must promote DSP using only those methods approved or prescribed by DSP. Unless explicitly authorized in an IO, SSP shall not promote DSP using the following means:
(a) provision of leads obtained other than through intended consumer (“End User”) action (e.g. through the use of phone books, or similar such compilations of personal data);
(b) use of fake redirects, automated software, or other mechanisms to generate Actions; or
(c) Actions that are caused that are not in good faith, such as those using any device, robot, I-frames or hidden frames. If SSP intend to use incentives to promote DSP and procure clicks, leads or sales, SSP is required to notify DSP prior to executing an IO with DSP, and SSP’s use of incentives must be in a bona fide way.

2.3 Misuse of Creative: The Parties acknowledge and agree that if DSP notifies SSP of misuse of its Creative by SSP then SSP shall take immediate corrective action.

2.4 Intellectual Property: “Intellectual Property” means trade marks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in confidential information and all other intellectual property rights (whether now subsisting or in the future created) both in the USA and all other countries of the world for the full period of those rights (including any extensions and renewals). All Intellectual Property existing prior to the commencement date of each IO shall belong to the Party that owned such rights immediately prior to such date. Each Party acknowledges and agrees that it shall not acquire or claim any title to the other Party’s Intellectual Property.

2.5 Confidential Information. “Confidential Information” means all confidential information and data of whatever nature, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, and margins. A party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) agrees to agrees to (a) hold all Confidential Information in confidence and protect it with the same degree of care with which the party protects its own Confidential Information; (b) use such Confidential Information only for the purposes of this Agreement and as permitted by this Agreement; (c) not copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement; and (d) restrict disclosure of such Confidential Information solely to those employees and agents with a need to know such Confidential Information for the purposes of this Agreement, who are told of its confidentiality and who are bound in writing to protect the same. The foregoing obligations shall not apply to any information designated as confidential if, prior to any release of such information, such Confidential Information: was already known to it, free of any obligation to keep it confidential; is or becomes publicly known through no wrongful act of the Receiving Party; was received from a third party without any restriction on confidentiality; was disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or is approved for release by prior written authorization of the Disclosing Party. If the Receiving Party receives a request pursuant to a court order, governmental body request or other legal process to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and reasonably assist the Disclosing Party in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be used only for the purpose for which a court issues an order or as otherwise required by law. Each party shall bear its own legal expenses in connection therewith.

Representations, Disclaimers and Indemnification

3.1 Representations and Warranties:

• (a) Each Party warrants, represents and undertakes to the other Party in relation to each IO that:
  • (i) it has the full power and authority to carry out the actions contemplated under each IO;
  • (ii) its entry into and performance of its obligations under the terms of the IO shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;
  • (iii) in relation to all IOs and at all times in using the Platform it shall comply fully with any and all applicable Laws.
• (b) SSP represents and warrants to DSP that the Services shall be performed in a professional manner and with reasonable skill and care.

3.2 Indemnification: Subject to Section 4.3, each party (“Indemnitor”) shall defend, indemnify and hold the other party and its respective shareholders, directors, officers, employees, subcontractors and agents (“Indemnitee”) harmless against all claims, suits, costs, damages liabilities, expenses (including court costs and reasonable attorney’s fees), settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for the Indemnitor’s breach of this Agreement and for breach of a third party’s Intellectual Property rights, provided that: (a) Indemnitee notifies Indemnitor in writing within a commercially reasonable time after its receipt of notice of any Claim; (b) Indemnitor has sole control of the defense and all related settlement negotiations (except that the Indemnitor shall not settle any Claim in any manner which would admit fault by the Indemnitee without Indemnitee’s reasonable consent); and (c) Indemnitee provides Indemnitor with reasonable assistance, information and authority necessary to perform its obligations under this Section. Indemnitee may participate in the defense of a Claim at Indemnitee’s expense, and such participation shall not waive or reduce any obligations on the Indemnitor under this Section.

3.3 Limitations of Liability:

• (a) Nothing below shall operate to exclude or limit liability for which liability cannot be excluded or limited under law (together the “Excluded Losses”).
• (b) Except in respect of the Excluded Losses, the liability of each Party to any other Party in contract, tort (including negligence or breach of statutory duty, misrepresentation or otherwise) or for any other common law or statutory cause of action or otherwise arising by reason of or in connection with this Agreement and each IO shall be limited to the Payouts fees paid by DSP to SSP pursuant to this Agreement and the applicable IOs.
• (c) Except in respect of the Excluded Losses, neither Party shall be liable to the other in contract, tort (including negligence) or otherwise for any: any loss of actual or potential profits, contracts or customers; loss of data and undertaking data or other restoration; loss of reputation; any other indirect, consequential, special, punitive, exemplary damages whether arising from negligence, breach of contract or otherwise.

General

4.1 Waiver of Remedies: No forbearance or delay by either Party in exercising or enforcing the provisions of this Agreement or an IO shall prejudice or restrict the rights (whether provided by this Agreement, an IO or by law) of that Party nor shall any waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy herein conferred upon or reserved for either Party or available by law is exclusive of any other right, power or remedy available to that Party (whether under this Agreement, an IO or at law) and each such right, power or remedy shall be cumulative.

4.2 Assignment: Either Party may assign any or all of its rights under this Agreement or an IO, or transfer or sub-contract any or all of its obligations under this Agreement or an IO, upon notification to the other Party, subject to the non-assigning Party’s right to terminate.

4.3 Audit rights: Each Party agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of one (1) year thereafter. Copies of such records shall be made available to the other party upon written request. An officer of the party supplying the records shall certify the authenticity of the copies.

4.4 Notices: All notices which are required to be given under this Agreement shall be in writing. Notices of termination for convenience shall be sent to the email addresses of the Party as provided via the Platform or stated in the applicable Insertion OrderEnum, as such address may be updated from time to time.

4.5 Governing Law and Venue: Unless the Parties mutually agree otherwise in writing, this Agreement, Schedule 1 and each IO shall be governed by the laws of the state where an action is filed by either party to adjudicate or interpret this Agreement, on the condition that such an action is brought in an appropriate venue and forum. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.

END OF SCHEDULE 1 TERMS&CONDITIONS