Terms and Conditions

PUBLISHERS AGREEMENT

1. Conditions
a. In order to be eligible to become a Clariad Performance S.A. de C.V. publisher (the “Publisher” or “You”), all websites or affiliated websites or Publishers must meet the following criteria:
1. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.
2. Be fully functional at all levels; no “under construction” sites or sections.
3. Working directly with our partners is not allowed, during the first 3 months following termination of our relationship.
b. The content of the Publishers, websites or affiliated websites cannot infringe on any personal data and/or any third party intellectual property rights and/or copyrights, trademarks and must meet the following conditions:
1. Does not include any racial, ethnic, political, hate-mongering or otherwise objectionable content
2. Does not include any investment, money-making opportunities or advice not permitted under law
3. Does not include any gratuitous violence or profanity
4. Does not include any material that defames, abuses, or threatens physical harm to others
5. Does not promote any illegal substances or activities, such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
6. Does not include any Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc)
7. Does not include any hacking or Phreaking.
8. Does not include, promote or otherwise endorse any illegal activity
9. Does not include any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.

2. Termination
This Agreement shall commence upon Your acceptance and remain in effect until terminated. Unless stated otherwise in the relevant insertion order, this Agreement may be terminated by either party upon one (1) business days’ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Clariad Performance S.A. de C.V. reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

3. Online Reports
Publisher will be granted access and may view the online reports relating to its activity within the Clariad Performance S.A. de C.V. reporting system which during the relevant month are only estimated non-final numbers that may be changed or adjusted by Clariad Performance S.A. de C.V. until 15 days after the end of the relevant month. Campaigns can be customized at any time by the Clariad Performance S.A. de C.V. team to comply with Advertiser’s ad serving numbers and instructions. At the end of the month the reports will be frozen and within 15 days will include the definitive numbers of earnings as maybe adjusted as aforesaid. Publisher agrees that Clariad Performance S.A. de C.V. stats will be final and binding in every case and serve as the sole basis for the calculation of Your payments.

4. Representations and Warranties
You represent and warrant as follows:
 Your Media is and will be compliant with all applicable laws and regulations and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or which are otherwise not permitted;
 You have and will maintain during the entire term of our business cooperation a process for reporting and removing infringing content which will be made publicly available through your website allowing third parties to report and demand removal of infringing and/or allegedly infringing content.
 You will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable or non-permitted content;
 You will not engage, promote or endorse in any illegal activity;
 You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
 You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
 You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
 You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from Clariad Performance S.A. de C.V. that allows Clariad Performance S.A. de C.V. to measure ad performance and provide its service (“Site Data”). You acknowledge that transactions which are not duly tracked and registered will not be eligible for payment;
 If instructed to do so by Clariad Performance S.A. de C.V. and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
 You acknowledge that Clariad Performance S.A. de C.V. does not represent, warrant, or make any specific or implied promises regarding the Advertiser programs made available to you through the Clariad Performance S.A. de C.V. network (the “Program(s)”), including as to the successful outcome and/or generation of revenues;
 You will display the creative exactly as it appears on the Program and will not alter any creative that has been provided to You in any manner;
 You are exclusively responsible for all associated liabilities, expenses, claims, costs and legal fees resulting any fraudulent or non-compliant activities conducted, directly or indirectly, by You;

5. Placement of Ads
Without derogating from the aforesaid, You may NOT place any Clariad Performance S.A. de C.V. advertisements on alternative publishers or websites without written consent and approval of Clariad Performance S.A. de C.V. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Clariad Performance S.A. de C.V. reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against You and/or demand financial compensation, based on the damages incurred by Clariad Performance S.A. de C.V. as a result thereof.

6. Limitation of Liability; Disclaimer of Warranty.
IN NO EVENT SHALL CLARIAD PERFORMANCE S.A. DE C.V. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF CLARIAD PERFORMANCE S.A. DE C.V. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIAD PERFORMANCE S.A. DE C.V. DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY CLARIAD PERFORMANCE S.A. DE C.V. , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLARIAD PERFORMANCE S.A. DE C.V. DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY Clariad Performance S.A. de C.V. IS ACCURATE, COMPLETE OR CURRENT.

7. Indemnity
You shall indemnify, defend and hold Clariad Performance S.A. de C.V. harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of Your: (a) improper use of the services provided by Clariad Performance S.A. de C.V., including acts or omissions by any third party affiliates acting through You and/or Your network; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

8. Assignment and Jurisdiction
Clariad Performance S.A. de C.V. may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Clariad Performance S.A. de C.V. which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of Mexico You expressly consent to the exclusive venue and personal jurisdiction of the state of Mexico for any actions arising from or relating to this Agreement.

9. Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

10. Force Majeure
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

11. Miscellaneous
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier. Clariad Performance S.A. de C.V. reserves the right to change any conditions of this contract at any time.
The latest Terms and Conditions of Clariad Performance S.A. de C.V. (the “Terms”) bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Clariad Performance S.A. de C.V. The latest Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Clariad Performance S.A. de C.V., including under any future activity or subsequent insertion orders.
You hereby designate and appoint Clariad Performance S.A. de C.V. and its duly authorized representatives to act for and in your behalf to fill and submit any registrations and/or applications which may be required by various third parties in connection with the provision of the services provided by Clariad Performance S.A. de C.V. pursuant to these Terms. You irrevocably waive any claim and/or demand towards Clariad Performance S.A. de C.V. as a result thereof, including with respect to any use which may be made by any third party in connection with any such registrations and/or applications and acknowledge that this appointment is reasonable and necessary for granting You access to certain offers.

12. Publisher Earnings
Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion order.

13. Payments
Clariad Performance S.A. de C.V. will pay Net 35. Payments Methods: Wire /Payoneer / PayPal (paypal payment is limited to not more than $500 USD).
Minimum payment amounts: Wire-100 USD. Paypal-10 USD. Payoneer-20 USD. If the balance is less, Clariad Performance S.A. de C.V. will add any unpaid amounts to the next payment which meets Minimum payment threshold.
Publisher is responsible to fill in valid and complete payment details.
Publisher is responsible for the payment of any taxes, fees, duties that may be levied or assessed in connection with this Agreement. Clariad Performance S.A. de C.V. Is entitled to make any deductions or withholdings which may be due without any additional payment.
For any finance inquiries publisher can contact finance@clariad.com.

ADVERTISER TERMS & CONDITIONS

CLAUSES

FIRST. OBJECT. THE SUPPLIER, undertakes to provide to THE CUSTOMER professional services described in the INSERTION ORDER.

SECOND. OBLIGATIONS OF THE PARTIES:
SUPPLIER:
A. THE SUPPLIER within the general guidelines and instructions given by THE CUSTOMER, is bound to provide the service agreed, putting all their knowledge and expertise in their performance, with all the efficiency and effectiveness that the case warrants.
CUSTOMER:
A. Make payment of fees to THE SUPPLIER.
B. THE CUSTOMER undertakes to make payment referred within the conditions established in the payment terms above without delay, taking the end of the month as the closing day to start the credit time without effecting any discount or deduction therefrom and provided that appropriate receipt documentation or invoice has been received from THE SUPPLIER; if THE CUSTOMER fails to do so, will pay as a penalty a conventional 2% (TWO PERCENT) monthly from the amount owed until the arrears be paid.

THIRD. FEES. THE PARTIES agree that the customer will cover the amount reported by the system of Clariad Performance S.A. de C.V., -which will report the results related to each campaign- at the price and credit time established at the Campaign Details above.

FOURTH. EXPENSES. The Parties agree that, pursuant to the provision of the service is performed in the Federal District, expenditures arising from the transportation, placement, setting up the necessary infrastructure to provide the service, will be covered at the cost and expense of THE SUPPLIER.

• Advertiser is required to provide 5 business days written notice in order to terminate or alter the terms of the IO.
• The terms and conditions referred to in the Insertion Order supersede any other agreement signed by the two parties.
• All Pending commissions must be resolved 5 days after the end of the month in cooperation with Clariad manager. We are obliged to provide accurate reporting to our publishers who promote your campaigns so we need provide a clear report up to 5 days after the end of the month. In case the pending commissions will not be resolved 5 days after the end of the month they will consider approved.
• All campaign deactivations or modifications to any of the programs or campaigns must be notified 48 hours in advanced.
• All campaign deactivations require up to 48 hours to carry out once the Advertiser notifies us.