AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Bridgeway Enterprises Limited DBA Bridgeway Digital (“Bridgeway”, “Company“, “we”, “us”, or “our”),

Bridgeway is a general-purpose advertising network that works with various types of advertisers and publishers around the world. Advertising campaign management is carried out through a personal user account and Bridgeway only offers a tool for such campaign management. Therefore, Bridgeway is not an advertising agency, but an online service connecting advertisers and publishers.

Your use of this website is subject to our terms and conditions (including the Advertiser and the Publisher Agreement) set out herein, and by using this website you are agreeing, and you are signifying your agreement, to be bound by these terms and conditions. You are also responsible for ensuring that all persons who access our website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

The information contained in this website is provided on “as is” basis and for general information purposes only. The information is provided by Bridgeway and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

Through this website you are able to link to other websites which are not under the control of Bridgeway. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, Bridgeway takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

Before making any decision or taking any action that may affect your financial position or status, consult with a qualified professional. Bridgeway in not responsible for any loss sustained by any person using this website or service.

TO ACCEPT THESE TERMS AND CONDITIONS, AN INDIVIDUAL MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH THE ACCOUNT IS REGISTERED. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT, AND IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO IT.

Advertiser Agreement | Publisher Agreement

ADVERTISER AGREEMENT

Bridgeway Enterprises Limited DBA Bridgeway Digital a company registered in Hong Kong (hereinafter referred to as “Bridgeway”, “We”, etc.) being an Online media marketing and consulting company that through its advertising network can provide certain marketing services for the promotion of a business activities of an advertiser globally (hereinafter referred to as the “Services”), and You being either an advertiser, or the agent for an advertiser. (hereinafter referred to as the “Advertiser”, “You”, “Yours”, etc.), seeking for an online service for promoting your product or service to a target audience via means of media or third party publishers, and

WHEREAS,

1. Bridgeways promotes the products and services of advertisers by displaying advertiser’s products, websites, text links, or product links to Bridgeway’s 3rd party Publishers, or in search listings by and through which Bridgeway has the contractual right to display or deliver advertisements. Bridgeway has offered its Services to the Advertiser and the Advertiser wishes to be granted by the Bridgeway’s Services and Bridgeway agrees to provide such Services, all as set forth in this Agreement.
2. The Parties wish to set down in writing their Agreement with regard to the provision of the Services by Bridgeway to the Advertiser all in accordance with the terms and conditions of this Agreement.

Bridgeway and the Advertiser hereby agree as follows:

BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICES FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU

• CONFIRM THAT YOU ARE AWARE AND COMPLY WITH THIS AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT;
• ACKNOWLEDGE THAT you have read and understood the following terms of use and you agree to be bound by them and to comply with all applicable laws and regulations;
• ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT;
• ACKNOWLEDGES that these Terms constitute a binding and enforceable legal contract between Bridgeway and you;
• HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE UNDER ANY APPLICABLE LAW TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT AND TO FULLY PERFORM ITS OBLIGATIONS HEREUNDER;
• HEREBY REPRESENT AND WARRANT THAT if you are acting as an agent for your customers, you shall execute back-to-back agreements with said customers containing terms and conditions no less comprehensive and onerous than those set forth herein and ACKNOWLEDGE AND AGREE THAT in such case you shall be fully and unconditionally liable to Bridgeway for any breach by its customers of any terms and conditions set forth herein as if such breach was caused directly or indirectly by Client. Bridgeway reserves the right to receive a copy of such back-to-back agreements; AND
• AGREE to receive directly to your e-mail newsletters, traffic monetization insights, latest promotions, case-studies and tutorials from us.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE BRIDGWAY’S SERVICES.

This Agreement is concluded exclusively in electronic form and no paper copy will be produced. The electronic form of the Agreement shall be deemed equivalent to a paper document bearing a handwritten signature and a seal.

In order to become an Advertiser, you must first accurately complete and sign an Insertion Order application (hereinafter referred to as the “IO”) with Bridgeway and be in compliance with this Agreement, and not use any aliases or other means to mask your true identity or contact information. After we review your Insertion Order, we will notify of your acceptance or rejection as Bridgeway’s Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Bridgeway reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Bridgeway’s sole discretion.

By filing your Insertion Order for registering as an Advertiser you confirm your understanding and unreserved acceptance of this Agreement and our terms and conditions, including, but not limited to, the Privacy Policy published at our website concerning the Services, and confirm You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.

Bridgeway has the following Non-Acceptable Business rules for Advertisers:

• Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
• Where the client or any of the clients associated parties are subject to any sanction’s measures.
• Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
• Producers/publishers of racist/pornographic/pressure group material or extremist organizations;
• Regulated entities that do not have the appropriate licensing;
• Political organizations.

Moreover, you confirm:

1. that you are the owner of or have the necessary licenses, rights, consents, releases, and permissions to use the product and /or services to be promoted and sold.
2. that the aforementioned campaign for product and /or services to be promoted and sold is compliant with state and federal laws and regulations, US Federal Trade Commission Laws and Regulations.

2. Ad Materials

1. Communication between Bridgeway and the Advertiser shall be specified in the IO.
2. The Advertiser undertakes and is responsible for ensuring compliance with the information security regime during the provision of services, including the following:

– ensure confidentiality of authorization data;

– use passwords resistant to cracking;

– not allow access to the Personal Account and the electronic mailbox of the Advertiser to persons not authorized by the Advertiser;

– immediately notify Bridgeway in the event of loss or existence of reasonable suspicions regarding a violation of confidentiality of the authorization data used by the Advertiser to access its Personal Account, as well as the authorization data of the Advertiser’s electronic mailbox.

1. The Advertiser is responsible for providing to Bridgeway all aspects of the copy, text, banners, buttons, text-links, underlying URLs, co- registration paths, pop-ups, pop-unders, landing pages, product/service pages subject lines and artwork for promotional graphic files and similar online media (collectively, “Ad Materials”) required for Bridgeway to run the Campaign. In the event that Bridgeway develops any Ad Materials for you at your request (“Custom Ad Materials”), you shall use the Custom Ad Materials only in Campaigns conducted by and through Bridgeway, and not via any other publisher or publisher network, unless agreed otherwise in written. You must pre-approve the Custom Ad Materials and it shall insure the Custom Ad Materials apply to all its legal and technical requirements.
2. In addition, the Advertiser will provide guidelines to Bridgeway for publishers to follow in order to promote the Campaign. These guidelines will be specified in the IO by the Advertiser.

The publishers will be instructed to proceed and act strictly in accordance with the content of the Advertiser’s IO and Bridgeway will not be liable for any actions or omissions by the publishers.

1. The Ad Materials and/or the Custom Ad Materials shall conform to all Applicable Law (as defined in Section 7b(ii) and 14a herein.
2. You hereby grant to Bridgeway a non-exclusive, limited, revocable license to display, perform, distribute, transmit and copy the Ad Materials in connection with the Campaign as contemplated by this Agreement.

3. Campaign

1. Bridgeway shall make the editorial decisions regarding the placement, positioning and frequency of the Ad Material-distribution and use of the ad materials and other aspects of the Campaign, in accordance with this Agreement.
2. Bridgeway requires that you embed in the web pages a special transaction tracking pixel and post-backs, or other such traffic measurement technology used for the purpose of measuring consumer response and/or Leads (such as link and API) (as defined in the IO) generated by and through the Campaign. (“Tracking Pixel”) which will enable Bridgeway to determine the effectiveness of the Campaign and its ability to optimize the Campaign and provide the Services. You are solely responsible for installing and using the Tracking Pixel in the manner directed by Bridgeway. You agree not to disable, circumvent, modify or otherwise interfere with the Tracking Pixel. In the event that the Tracking Pixel is not correctly functioning, and/or discrepancy from Bridgeway’s reports, Bridgeway’s reports shall be considered as the actual report and you shall pay for the higher amount.

Moreover, in event that the Advertiser has any tracking and/ or technical issues, the Advertiser will be liable to compensate Bridgeway.

1. Bridgeway may in its sole and absolute discretion:

• terminate a Campaign and cease all traffic related thereto;
• refuse any Ad Materials;
• refuse any Campaign that it deems unlawful, likely to be unlawful or otherwise inappropriate. All Campaigns are subject to capacity limitations that include software, hardware, bandwidth, inventory availability, payment terms, credit history, Ad Materials performance and market pricing limitations.

4. CPA (Cost Per Action) Campaigns

1. This Section 3 applies only to Campaigns that are lead generation cost-per-action (“CPA”) campaigns which may include, but shall not be limited to, users registering on a website, users purchasing a product or service for a fee, users entering a contest, users installing an application, or any other action as will be defined in the IO (“Action”).

1. For purposes of the Agreement, a “Lead” is defined as an Internet user who views the applicable Ad Materials and takes the Action as will be defined in the IO (“Action”).

4. Client shall pay for each Valid Lead (as defined below) generated by and through a CPA Campaign. In the case of Lead Generation Campaigns (CPA Campaigns), Bridgeway shall invoice based on its tracking and reporting. You shall provide Bridgeway with online access to your reporting, unless your reporting fails to function as mentioned in section 4.b. In any event, you shall notify Bridgeway in writing no later than two (2) days after the Payment Cycle (as will be defined in the IO):

• the number of Valid Leads received in the prior calendar month; and
• each Lead received in the previous Payment Cycle (as will be defined in the IO) that Client believes, in good faith, fails to satisfy the specifications that will set forth in the IO (an “Invalid Lead”). However, with respect to Campaigns involving continuity programs, rebilling or any lack thereof shall not be considered in determining the validity of a Lead. A Lead that has not been timely identified by you as an Invalid Lead shall be deemed a valid lead (“Valid Lead”) and you will not have the right to dispute payment for a Lead not reported as an Invalid Lead within this timeframe.

1. You shall not be entitled to:

• use for marketing purposes any Lead that it has identified as an Invalid Lead;
• transfer, export, display, forward or otherwise share information contained in any Invalid Lead to/with any third party;
• use the information contained in the Invalid Leads on its own behalf in any manner not expressly authorized by Bridgeway; and/or
• publicly display the information contained in the Invalid Leads on the Internet.

You will notify Bridgeway as soon as you learn of any actual or suspected unauthorized use of or access to the information contained in the Invalid Leads and provide reasonable assistance to Bridgeway in the investigation and prosecution of any such unauthorized use or disclosure. For clarity, Bridgeway shall be the sole and exclusive owner of all Invalid Leads and shall be entitled to the fees which will be specified in the IO for each Invalid Lead that Client subsequently uses in violation of this Section 3.d.

1. Client agrees that at all times during the term of the Agreement, and for a period of one (1) month thereafter (“Audit Period”), it shall maintain accurate books and records relating to the Invalid Leads, Valid Leads and any payments due Bridgeway associated therewith (“Audit Items”).

5. CPM Campaigns

1. This Section 4 applies only to Campaigns that are cost-per-thousand (“CPM”) campaigns (“CPM Campaigns”), which are billed on the number of display ad impressions or email messages delivered. A CPM Campaign may consist of display advertising, advertising in social media, and/or email marketing, as will be specified in the IO.
2. For CPM Campaigns, you shall pay for each impression, social media advertisement or impression, and/or email delivered by Bridgeway and we shall invoice you based on our impression, social media advertisement or impression, and/or email counts. In the event of a discrepancy of two percent (2%) or more between our impression, social media advertisement or impression, and/or email counts and your impression counts, the parties shall cooperate in good faith to reconcile the reports and make the applicable account adjustments.

6. Payment

1. Prior to the use of our services, you will detail in the IO its payment details. The IO will set forth the relevant payment governing the Campaign. The main available payments types are as follow:
2. Post Payment – upon approved credit, payment is due as indicated on the invoice, unless specified otherwise in the IO.
3. Pre-Payment –upon approved credit, payment is due in the beginning of each month, unless specified otherwise in the IO (“Pre-Payment”).

• Rev-Share Payment – in the event that you will generate any revenues from any Campaign, we will be entitled to be paid an amount equal to the X percent (as will be determined in the IO) of all the revenues obtained by you as a result of such Campaign, as applicable for a specified period of time thereafter (as will be determined in the IO).

1. If the Campaign Type (as will be defined in the IO) is agency, the IO will also set forth the relevant payment governing the Campaign. The main available payments types are as follow:
2. Spend Share – upon approved credit, you shall pay X percent (as will be defined in the IO) of the Campaign’s Budget (as will be defined in the IO).
3. Profit Share – upon approved credit, you shall pay X percent (as will be defined in the IO) of the Profit (as will be defined in the IO) generated by the Campaign.

• Rev-Share Payment – in the event that your client will generate any revenues from any Campaign, we will be entitled to be paid an amount equal to the X percent (as will be determined in the IO) of all the revenues obtained by you as a result of the Campaign, as applicable for a specified period of time thereafter (as will be determined in the IO).

1. All payments must be in EUR or U.S. Dollars payable to Bridgeway, remitted to the address or bank account noted in the IO and/or invoice. In the event that you are past due on your account, we are under no obligation to perform agreed upon Services until payment is received.
2. Bridgeway shall not be obligated to make any payments, and/or shall be entitled to credit back payment made for your, arising from any fraudulent impressions generated by any person, both through automated programs or similar. We are responsible for determining, in our sole and absolute discretion, what acts and/or omissions violate these Terms, which acts include activity that is deceptive and/or fraudulent in nature.
3. Any dispute in connection with payment by Bridgeway to you will be made in writing five (5) days from the receipt of such payment, or it will be considered as abandoned.
4. Invoices will be sent by Bridgeway upon completion of every payment. Invoices will be sent to your billing address as will be set forth on the IO and will include information such as the IO number, advertiser’s name, brand name or campaign name, and any number or identifiable reference stated, as required for invoicing on the IO.
5. All transfer charges upon payment (including to correspondent banks and exchange rates) shall be borne by you.

Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. You will be charged all costs and/ or expenses incurred for payments by cheque that are returned due to insufficient funds. Bridgeway shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, expenses and costs) incurred in attempting to collect payment from you.

1. It is hereby clarified that even in the event that the IO determines the Campaign Type is agency, then you shall be liable solely for all payments due and owing to Bridgeway under the Agreement.

7. Term; Termination.

Unless determined otherwise in the IO, the Agreement is deemed effective when signed by Client and subsequently accepted by Bridgeway (“Effective Date”). The Agreement shall be in effect for a period of one (1) year commencing on the Effective Date. Subject to the rights granted to Bridgeway in Section 2.c, we may terminate the Agreement for any reason upon two (2) business days’ prior written notice; You may terminate the Agreement for any reason upon three (3) business days’ prior written notice. If your prior written notice in the middle of a Payment Cycle (as will be defined in the IO), although traffic may stop after 2 days, you must honour all payments and special payment terms as defined in the IO until the end of the Payment Cycle (as defined in the IO) and close all open balances according to the payment cycle as defined in the IO, in any case there will be no refunds on any Pre-Payments which made in accordance with the Action (as such will be defined in the IO). For purposes of this Section 6, notice in any means of the word throughout this agreement applied to the forms of communication which will be displayed in the IO between the two parties official contacts: Email, Skype and any other legal electronic communication method and shall be effective one (1) business day after it is sent. However, if traffic is paused for any reason Bridgeway may terminate this Agreement without notice.

8. Representation

1. Each party represents and warrants that it has the full right, power, legal capacity and authority to enter into, deliver and fully perform under the Agreement and that its performance hereunder will fully comply with all applicable laws, rules and regulations.

1. Advertiser Representations. The Advertiser represents and warrants that with respect to all Campaigns, it and its directors, officers, and employees and, on behalf of its agents, attorneys, advisors or any other representatives, including its clients if Campaign Type is agency for its customers (the “Advertiser’s Representatives”):

1. holds all necessary rights to permit the use of all Ad Materials provided to Bridgeway, or pre-approved to the extent they contain any intellectual property that you claim ownership in or license to use, under the Agreement;
2. holds all necessary rights to permit the use, reproduction, distribution, transmission or display of the Campaign, including any Ad Materials, Landing Pages and any materials to which consumers can link through to from same (“Linked Content”), or any products or services that are the subject to such Campaign (“Client Products”), do not violate or infringe upon any laws, rules and regulations, including those applicable to consumer protection, privacy, data security, money laundering, securities and intellectual property, applicable to any state and country designated by Client to be targeted with respect to such Campaign and England and Wales (“Applicable Law”);

• is, will, and have at all times been, in compliance in all respects with each legal requirement that is applicable to it or to the conduct of its business or the ownership of its assets including legal requirements relating to consumer protection, competition, trade practices, securities, anti- terrorism, privacy, data security, money laundering, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Advertiser of, or a failure on the part of the Advertiser to comply with, any legal requirement. The Client has not received any notice or other communication from any person regarding any actual or possible violation of, or failure to comply with, any legal requirement and it will notify Bridgeway immediately upon any such notice or any other communication;

1. is not involve in any means any criminal action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel and it will notify Bridgeway immediately upon any such act;
2. has a reasonable basis for all claims made within the Ad Materials, Landing Pages and Linked Content, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns; (vi) all consumer information collected by and through any Campaign pursuant to the Agreement, whether such information is collected in the Ad Materials or on the Landing Page for a Campaign (i.e., the Advertiser’s website page where a consumer is direct when a consumer clicks through an Ad Materials, fills in a registration form, purchases an Advertiser’s product or service or takes a similar action) contains a prominent link to Advertiser’s privacy policy, which shall be legally compliant and sufficient in every respect;
3. no Campaign is targeted to individuals under eighteen (18) years of age and/or offers products or services that are illegal for minors to buy or possess or participate; and (viii) will not load any computer program onto a consumer’s computer, in connection with the Campaign without Bridgeway’s prior approval and the consumer’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded.
4. Bridgeway Representations. Bridgeway represents and warrants that:

• it shall perform its obligations under the Agreement in a professional and workmanlike manner; and (ii) it shall require its publishers, if any, to agree in writing to distribute the Campaign in compliance with Applicable Law. Neither will Bridgeway be liable for the actions or omissions of its publishers, if any.

9. Data

The Advertiser shall have the right to use all data, except Invalid Leads, derived from the Campaigns for any purpose related to Client’s business, subject to Applicable Law (including the applicable privacy policy) and any restrictions contained herein. In addition to any rights that Bridgeway might have by virtue of it being in the possession of any Invalid Leads, Bridgeway has the right to use data derived from the Campaigns for the following purposes:

• for general reporting purposes, including the compilation of aggregate statistics (such as the total number of ads delivered), provided that Advertiser and its Campaigns are not identified;
• for the performance of Bridgeway’s obligations under the Agreement; and
• if required by court order, law or governmental agency.

10. Confidentiality

1. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”).
2. Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Bridgeway shall use or disclose the Confidential Information of the Advertiser except only to its employees and service providers, on a need-to-know basis, and provided that such employees and service providers are bound by substantially similar confidentiality obligations contained in these Terms. The Advertiser shall use or disclose the Confidential Information of Bridgeway except only to its employees and service providers, on a need-to-know basis, and provided that such employees and service providers are bound by substantially similar confidentiality obligations contained in these Terms and it only with the prior approval of Bridgeway.
3. Notwithstanding any other provision, the receiving party may disclose Confidential Information it receives if compelled to do so by law, regulatory requirement or legal process. Unless prohibited by applicable law or legal process, the receiving party will use its commercially reasonable efforts to give the disclosing party prior notice of the request for such disclosure and a reasonable period of time to respond to such request. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.
4. The provisions of this Section 9 shall survive expiration or earlier termination of the Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that is considered a “trade secret” (as defined under Applicable Law) the obligation shall be perpetual. Any provision of the Agreement to the contrary notwithstanding, each party agrees that its breach of the provisions of this Section 9 would result in immediate and irreparable harm to the other of a nature for which monetary damages would not be an appropriate remedy, and each party thus consents to injunctive relief, including specific performance, without the requirement to post a bond, in any court of competent jurisdiction to remedy any such breach.

11. Publicity

No press releases or general public announcements shall be made without the mutual consent of Bridgeway and the Advertiser. Notwithstanding the foregoing, we may include your name on our list of customers, in marketing materials and in any materials used to promote the Campaign.

12. Indemnification

1. Advertiser will defend, indemnify, and hold harmless Bridgeway and its directors, officers, employees, shareholders, members, agents, successors and assigns, from and against any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys’ fees and costs) (collectively, “Losses”) related to or arising out of any third party, including Advertiser’s clients if as the Campaign Type is defined as agency allegation, claim, lawsuit or proceeding (a “Claim”) based on an allegation that, if true, would constitute a breach of a representation, warranty, covenant or obligation or any other term under this Agreement by the indemnifying party.
2. Client also agrees to defend, indemnify and hold harmless Bridgeway and its directors, officers, employees, shareholders, members, agents, successors, and associated companies and assigns, from and against Losses related to or arising out of a Claim that alleges that the Ad Materials, Linked Content, Landing Pages, client Products or business practices associated with the Ad Materials, client’s marketing practices and/or the data or content provided by the Advertiser to Bridgeway violate Applicable Law, or are otherwise illegal, defamatory, obscene violate a consumer’s online privacy or other rights or infringe upon a third party’s intellectual property rights.
3. The Advertiser will defend, indemnify, and hold harmless Bridgeway and its directors, officers, employees, shareholders, members, agents, successors and assigns, from and against any Losses related to or arising out of any acts or omissions by its customers in contravention of the terms and conditions set forth herein. Bridgeway shall promptly notify the Advertiser in writing of the Claim for which Bridgeway is seeking indemnification. Bridgeway shall control the defense of the Claim, including through choice of counsel. Bridgeway may settle any Claim; to the extent it seeks a money payment, with or without the consent of the Advertiser. Bridgeway must obtain the Advertiser’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the Client’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed.

13. Disclaimer; Limitation of Liability.

1. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT TO THE CONTRARY, WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OUR SERVICES, THE CUSTOM AD MATERIALS, TRACKING PIXEL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON- INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT OR GUARANTY LEADS, IMPRESSIONS, EMAILS, ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES OR THAT OUR SERVICES, THE CUSTOM AD MATERIALS, TRACKING PIXEL SHALL NOT CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS FOR WHICH. WE HAVE NO LIABILITY, WHATSOEVER, TO THE ADVERTISER OR ANY THIRD PARTY, OR ADVERTISER’S REPRESENTATIVES, FOR ANY OTHER PARTY’S SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES AND WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR- FREE. WE MAKE NO GUARANTEES, AND ACCEPT NO RESULTING LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE BENEFITS OR RESULTS THAT CLIENT OR ANY THIRD PARTIES SHALL RECEIVE FROM US OR OTHERWISE FROM THE AGREEMENT.
2. IN NO EVENT WE SHALL BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND OUR CONTROL. WE SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF ITS PUBLISHERS, IF ANY. THE ADVERTISER UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE CAMPAIGNS IS SOLELY AT THE OWN DISCRETION OF THE ADVERTISER AND AT THE ADVERTISER’S OWN RISK.
3. WE SHALL NOT BE RESPONSIBLE FOR THE ADVERTISER’S USE OF THE TRAFFIC. Except for any liabilities arising out of our breach of Section 9, our liability under the Agreement shall not exceed the aggregate fees paid and payable to us by the Advertiser under the Agreement for the thirty (30) day period preceding the date the first liability arose.

14. PERSONAL DATA PROTECTION

1. Data Protection Laws means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time, including but not limited to: the EU General Data Protection Regulation (“GDPR”) as implemented by countries within the EEA; and/or other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to the Parties in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
2. If one of the Parties shall acquire and process the Personal Data of the users within the frames of rendering of services hereunder the terms of this section shall be applicable.
3. Each Party confirms that it has complied, and will continue to comply with its obligations relating to Personal Data that apply to it under applicable Data Protection Laws.
4. Where applicable Bridgeway (or its partners) warrants that it has provided adequate notices to and obtained valid consents from Data Subjects in each case, to the extent necessary for Bridgeway to Process their Personal Data in connection with the Agreement, including, without limitation for direct marketing activities and international transfers of Personal Data to third countries. Bridgeay is obliged to notify the Advertiser in writing within 24 (twenty four) hours from receipt of Data Subject’s objection to or withdrawal of Data Subject’s consent to process their Personal Data or other information including, without limitation for direct marketing activities and international transfers of Personal Data to third countries.
5. Each Party is obliged to place Privacy Policy and ensure that said Privacy Policy describes processing of personal data by respective Party and complies with the standards implemented by Data Protection Laws at all the platforms and web-sites to which the Party is an administrator or owner and which the Party intends to use for the rendering of services under the Agreement.
6. Each Party will limit access to Personal Data to those personnel who require such access only as necessary to fulfill such party’s obligation under the Agreement.
7. Each party will maintain appropriate administrative, physical, organizational and technical safeguards aimed at maintaining an appropriate level of security.
8. Each Party will provide the other Party with all necessary assistance in connection with communications from, or requests made by Data Subjects in relation to their rights under Data Protection Laws, and supervisory authorities, in each case as they relate to Data Subject Personal Data.
9. Each Party to the best extent possible will provide the other Party assistance in complying with the Data Protection Laws.
10. Bridgeway and the Advertiser each agree and acknowledge that where a Party processes Personal Data and alone determines the purposes and means of such Processing, such Party shall be considered as a data controller (as defined under applicable Data Protection Laws). In cases where Bridgeway processes any Personal Data on the Advertiser’s behalf when performing its obligations under this Agreement, it shall be considered as a Processor.
11. Each Party shall defend, indemnify and hold harmless the other Party (Indemnified Party) against any and all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses) incurred by Indemnified Party arising from Indemnifying Party’s (and/or its representatives) failure to comply with Data Protection Laws. In no event shall Bridgeway’s total liability to the Advertiser under this article exceed EUR 1,000.

15. General Terms

1. Governing Law. This Agreement shall be governed by and construed under the laws of England and Wales without reference to principles and laws relating to the conflict of laws. The competent court of Limassol in Cyprus shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
2. Neither party may assign or transfer any rights or delegate any duties under the Agreement without the other party’s prior written consent, except that we may:

• utilize publishers as contemplated hereunder; and
• assign or transfer the Agreement in connection with a sale or transfer of all or substantially all of our assets, stock or business by sale, merger, consolidation or similar transaction. Any purported assignment of transfer in violation of this Section 17b shall be void. Subject to the foregoing restrictions, the Agreement will bind and benefit the parties and their successors and permitted assigns.

1. Entire Agreement; Waiver. The Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or discussions relating to the subject matter of the Agreement. The Agreement may be amended, modified or supplemented only by a writing signed by both parties. No failure or delay on the part of either party in exercising any right or remedy under the Agreement will operate as a waiver, nor will any single or partial exercise of any such right or remedy preclude any exercise of any other right or remedy. In the event that a party is required to digitally sign or agree to additional terms when using the other’s online advertising network, the parties acknowledge and agree that such digital agreement is inconsequential and in no way binding, that it is the result of a technical requirement, which cannot be altered, in order to view reports or to access Ad Materials.
2. This agreement is considered as in force and valid BY CHECKING the box and clicking “I accept” button, as applicable, or by continuing to participate in the Services following our publication of the revised version of this agreement on our website.
3. Independent Contractor. Each party is an independent contractor with respect to the other party hereunder. The Agreement shall not be construed to:

• create any employment, partnership, joint venture, franchise, master-servant or agency relationship between the parties; or
• authorize any party to enter into any commitment or agreement binding on the other party.

1. Force Majeure. No party shall be liable under the Agreement for (or deemed in breach of the Agreement by reason of) any failure, delay or interruption in performing any term or condition of the Agreement (except obligations to pay money) due to cause(s) entirely beyond the control of such party; subject however to the condition that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days following discovery thereof and takes immediate action to cure such cause. In the event of any such cause, the time for performance shall be extended for a period equal to the duration of such cause.
2. If any portion of the Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the minimum extent necessary for the Agreement to be enforceable and legal, and the Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.

Notices. All notices pursuant to the Agreement may be in writing and delivered either personally, by overnight courier, or certified USPS mail, and sent to the email address that will be set forth in the IO or to such other address as a party may later specify in writing or via email at the email address set forth herein.

PUBLISHER AGREEMENT

Bridgeway Enterprises Limited DBA Bridgeway Digital a company registered in Hong Kong (hereinafter referred to as “Bridgeway”, “We”, etc.) being an Online media marketing and consulting company that through its advertising network can provide certain marketing services for the promotion of business activities of an advertiser globally (hereinafter referred to as the “Services”), and

You (hereinafter referred to as the “Publisher”, “You”, “Yours”, etc.) being the webmaster or the owner of the website(s) and having sufficient authority to enter into this Agreement, that seeks services to attract advertisers including to such website(s) (the, “Publisher’s web site”, “Your website”, “Site”, etc.),

WHEREAS, Bridgeway has offered its services to the Publisher through its website (the, “Program”, etc.) and Publisher’s personal account, and you decided to utilise the Services,

NOW,

Bridgeway and the Publisher hereby agree as follows:

BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICES FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU

• CONFIRM THAT YOU ARE AWARE AND COMPLY WITH THIS AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT;
• ACKNOWLEDGE THAT you have read and understood the following terms of use and you agree to be bound by them and to comply with all applicable laws and regulations;
• ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT;
• ACKNOWLEDGES that these Terms constitute a binding and enforceable legal contract between Bridgeway and you;
• HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE UNDER ANY APPLICABLE LAW TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT AND TO FULLY PERFORM ITS OBLIGATIONS HEREUNDER; AND
• AGREE to receive directly to your e-mail newsletters, traffic monetization insights, latest promotions, case-studies and tutorials from us.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE BRIDGEWAY’S SERVICES.

This Agreement is concluded exclusively in electronic form and no paper copy will be produced. The electronic form of the Agreement shall be deemed equivalent to a paper document bearing a handwritten signature and a seal.

In order to become a Publisher, you must first accurately complete and sign an Insertion Order application (hereinafter referred to as the “IO”) with Bridgeway and be in compliance with this Agreement, and not use any aliases or other means to mask your true identity or contact information. After we review your Insertion Order, we will notify of your acceptance or rejection as Bridgeway’s Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Bridgeway reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Bridgeway’s sole discretion.

By filing your Insertion Order for registering as a Publisher you confirm your understanding and unreserved acceptance of this Agreement and our terms and conditions, including, but not limited to, the Privacy Policy published at our website concerning the Services, and confirm You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.

1. Obligations and Representations of the Publisher

• The Publisher will provide Bridgeway with the Services, as the said Services are described herein.
• The Publisher shall comply with Bridgeway’s reasonable instructions regarding the performance of the Services, as such instructions may be provided from time to time in accordance with the provisions of the present Agreement by Bridgeway to the Publisher, provided that we shall reimburse the Publisher for any and all additional costs and/ or expenses incurred by the aforementioned Party as a result of such instructions provided by Bridgeway.
• The Publisher shall, upon our reasonable request, provide us with any information and/ or explanations, for the purpose of ascertaining the performance by the Publisher of its obligations pursuant to the present Agreement.
• Each party represents and warrants that it has the full right, power, legal capacity and authority to enter into, deliver and fully perform under the Agreement and that its performance hereunder will fully comply with all applicable laws, rules and regulations.
• The Publisher represents and warrants that with respect to all Services provided under this agreement:
• it and its directors, officers, and employees and, on behalf of its agents, attorneys, advisors or any other representatives, including its clients holds all necessary rights to the use any ad materials used to fulfil the provision of Services to us, or pre-approved to the extent they contain any intellectual property that we claim ownership in or license to use;
• holds all necessary rights to permit the use, reproduction, distribution, transmission or display of any materials, or any products or services that are the subject of any of the Services, do not violate or infringe upon any laws, rules and regulations, including those applicable to consumer protection, privacy, data security, money laundering, securities and intellectual property, applicable to any state and country designated by Client to be targeted with respect to such Campaign and the state of England and Wales;
• is, will, and have at all times been, in compliance in all respects with each legal requirement that is applicable to it or to the conduct of its business or the ownership of its assets including legal requirements relating to consumer protection, competition, trade practices, securities, anti-terrorism, privacy, data security, money laundering, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Publisher of, or a failure on the part of Bridgeway to comply with, any legal requirement. The Publisher has not received any notice or other communication from any person regarding any actual or possible violation of, or failure to comply with, any legal requirement and it will notify Bridgeway immediately upon any such notice or any other communication;
• is not involved in any means any criminal action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel and it will notify the Client immediately upon any such act;
• has a reasonable basis for all claims made within any materials provided in the context of this Agreement and possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made during the provision of the Services; (vi) all consumer information collected pursuant to the Agreement contains a prominent link to Client’s privacy policy, which shall be legally compliant and sufficient in every respect;
• no Service provided under this Agreement is targeted to individuals under eighteen (18) years of age and/or offers products or services that are illegal for minors to buy or possess or participate; (viii) will not load any computer program onto a consumer’s computer, in connection with the Services without the Client’s prior approval and the consumer’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded.
• In order to be eligible to become a Publisher, the Publisher must undergo a Know-your-client process and all Services sshall comply with the applicable legislation.

The content of the Publisher’s campaigns used to promote the Services cannot include any material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:

The Publisher should strictly follow the advertiser’s IO which will be provided by Bridgeway. The Publisher indemnifies and keep harmless Bridgeway for any actions or omissions incurred by the Publisher, its officers, directors, employees, and agents which are not in accordance with the advertiser’s IO.

• Intellectual property rights;
• Racial, ethnic, political, hate-mongering or otherwise objectionable content;
• Investment, money-making opportunities or advice not permitted under law;
• Gratuitous violence or profanity;
• Material that defames, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities (e.g. illegal online gambling, “how to build a bomb”, counterfeiting money, etc.);
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
• Hacking or Phreaking;
• Fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
• Any illegal activity whatsoever;
• Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; or
• Any other inappropriate activity as determined by us in our sole discretion.
• We have the following Non-Acceptable Business rules for Publishers:
• Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
• Where the client or any of the clients associated parties are subject to any sanction’s measures.
• Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
• Producers/publishers of racist/pornographic/pressure group material or extreme political propaganda;
• Regulated entities that do not have the appropriate licensing;
• Extreme political and/or charitable organisations.

Also say here they do not use ad materials that infringe on other people’s intellectual property or endorsements without their consent and that bridgeway is not liable in the case they do its consider a breach of this contract and bridgeway is held unliable. 

• Publisher understands and accepts that Bridgeway does not allows the multiple account opening for each Publisher, in order to benefit in any way from any marketing promotional program/project and/or offer available for the Publisher by Bridgeway.

Bridgeway may allow multi account applications/registrations/openings/holdings for a Publisher if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason Bridgeway considers acceptable and solely at its own discretion.

You may not transfer your account to anyone without explicit written permission of Bridgeway and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Bridgeway cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

• Special Rules for distribution lists.

Publisher should ensure that all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria, at a minimum:

All Publishers that wish to send advertisements via email must have the consent of the consumer to send such email and each Publisher shall maintain records evidencing such consent including, without limitation:

• Member opt-in date
• Registration source
• First name
• Last name
• Address
• Email address
• Any other information collected and will supply such records to Bridgeway within one business day of request thereof

Unless otherwise approved in writing by us, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.; Publisher’s policies must be compliant with state and federal laws and regulations, US Federal Trade Commission Laws and Regulations; and Such other criteria as Bridgeway may from time to time determine, in its sole discretion.

• Special Rules Governing Email Campaigns.

1. a) In the event that Bridgeway or Publisher receives a complaint from any recipient of a Program transmitted by Publisher, upon our request Publisher will immediately provide Bridgeway with appropriate records verifying that recipient’s consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the Internet address of Publisher’s opt-in/opt-out website, the date of the recipient’s action, and Publisher’s privacy policy.
2. b) Publisher may not use an advertiser’s name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.
3. c) No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
4. d) Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Publisher may only use approved Specified Advertising Materials, including subject lines available provided by Bridgeway or subject lines for which Publisher has documented approval from us.
5. e) Specified Advertising Materials consisting of email messages must contain clear identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by “clear and conspicuous” means, for example, by stating in the message body “This advertisement is brought to you by (Your Company)”. Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.
6. f) Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30 days from the date of the original email transmission.
7. g) All unsubscribe requests must be implemented within 10 business days from their receipt. You may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the advertiser or globally.
8. h) No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the source of its email list. Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or “scraping” websites or online services. Publisher must have full opt-in data for all recipients in its database.
9. i) Non-Solicitation.

Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of Bridgeway’s clients (each such client, individually a “Client” and all such clients, collectively “Clients”) directly or indirectly via a Client’s ad agency, broker or any other person or entity. We will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as our Client so as to aid Publisher in its efforts to comply with the non-solicitation provisions of this Agreement. Because we will be irreparably harmed by Publisher’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Publisher agrees that we shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violative conduct by Publisher.

Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees not to modify, alter, delete, or adapt the Links in any manner without Bridgeway’s written approval. Links must be served from the Bridgeway server, unless otherwise permitted in writing by Bridgeway. Publisher shall not take any actions to impede the action of or to disable any such links. Publisher agrees to, if request by Bridgeway, modify or alter Links or Tracking devices in the manner requested by Bridgeway. Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Bridgeway in accordance with the previous sentence.

1.12. FRAUDULENT ACTIVITY

YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US OR ADVERTISER(S), OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US OR ADVERTISER(S), IN ANY MANNER.

1. You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Bridgeway Service.

1. If the Publisher is suspected in any fraudulent activity, we shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on your websites with fraudulent activities are not subject for payment.

2. Obligations and Representations of Bridgeway and/ or the Publisher

2.1.  We undertake to actively collaborate with the Company for the provision of the Services.

2.2. We undertake to make available to the Publisher any and all information deemed necessary in order for the Publisher to provide us with the Services hereunder, in order to fulfil its obligations under the present Agreement.

2.3. The Parties undertake not to cause and/ or permit actions that may cause the breach or damage of any industrial and/ or intellectual property rights of the other Party and/ or its licensors and/or any other third party. The Parties to the Agreement undertake to notify the other Party if any infringement of such rights is suspected. If such rights are infringed due to a breach of this Agreement, each of the Parties is liable for any loss suffered to the other Party on a full indemnity basis.

2.4. We shall inform the Publisher promptly in writing of anything which may prevent the Publisher from fulfilling its obligations in accordance y with this Agreement, and/ or of any non-compliance with the Publisher’s obligations herein. The same applies to Bridgeway.

2.5. The Parties agree and declare that they shall, at their own cost, maintain all licenses and obtain all consents required for the provision of the Services (if any).

2.6. We accept and agree that we shall inform the Publisher promptly, in writing, of any event which may constitute the Publisher unable from fulfilling its obligations in accordance to the present Agreement.

2.7. We shall promptly inform the Publisher of any non-compliance and/ or suspected non-compliance, including, without limitation, any investigation commenced by any governmental agency related to Bridgewayt’s potential compliance and/ or non-compliance.

2.8. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Bridgeway reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in the amount based on the damages caused to Bridgeway.

2.9. We do not check or control the activities or contents at websites where you place Ads, but all the Services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.

3. Relationship Management

3.1. The Parties shall each appoint a representative, who shall be the authorized representative of that Party and empowered to act on its behalf in connection with this Agreement (the “Authorized Representative”). The identity of an Authorized Representative may be amended at any time by the Party appointing such Authorized Representative, subject to the provision of a notice in writing being provided to the other Party within two (2) business days of such change.

3.2. Other representatives whom the Parties may reasonably require, shall attend meetings in addition to the Authorized Representatives. The Authorized Representatives shall use all reasonable efforts to resolve complaints made by either Party in relation to this Agreement and will negotiate in good faith and take all reasonable steps to remedy such complaints.

4. Limitation of Liability

4.1. The Publisher hereby warrants, guarantees and irrevocably undertakes to indemnify and hold harmless Bridgeway and its officers, directors, employees, and agents against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers’, actuaries’, accountants’ and experts’ fees and settlement amounts) arising out of any demand, suit, claim or proceeding in connection with this Agreement and resulting from

(i) any failure of the Publisher to comply with any or all of the terms of this Agreement and the IO,

(ii) any breach of any representation or warranty by the Company, or

(iii) any act or omission by the Company, any affiliate or subsidiary, or any officer, director, employer, or agent of each of the foregoing.

4.2. Bridgeway hereby warrants, guarantees and irrevocably undertakes to indemnify and hold harmless the Publisher of any of the aforementioned against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers’, actuaries’, accountants’ and experts’ fees and settlement amounts) arising out of any demand, suit, claim or proceeding in connection with this Agreement and resulting from

(i) any failure of the Company to comply with any or all of the terms of this Agreement,

(ii) any breach of any representation or warranty by the Company, or

(iii) any act or omission by the Company, any affiliate or subsidiary, or any officer, director, employer, or agent of each of the foregoing.

4.3. Each Party’s agreement to indemnify, defend, and hold harmless the other Party against third party claims is conditioned on the indemnified Party

(i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within 10 (ten) days after the indemnified Party has knowledge of such claim, demand or action;

(ii) permitting the indemnifying Party to assume MI responsibility to investigate, prepare for and defend against any such claim, demand or action;

(iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation for and defence of any such claim, demand or action; and (iv) not compromising or settling such claim, demand or action without the indemnifying Party’s prior written consent. Each of the Parties undertakes to make its reasonable commercial efforts to mitigate any losses which form the basis to an indemnification claim hereunder.

5. Force Majeure

Without prejudice to Clause 8 of the Agreement, it is agreed by the Parties that either Party to shall not be liable for any failure, hindrance or delay in performing its obligations under the Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control, provided that the Party promptly notifies the other Party giving full particulars of the circumstances in question.

6. Independent Contractor

The Publisher is an independent contractor and as such, it shall not have any power and/ or authority to act on behalf of Bridgeway, nor proceed with the conclusion of any express and/ or implied agreement and/ or arrangement and/ or commitment and/ or assume any action and/ or incur any debt and/ or make any representations on behalf of Bridgeway, and the present Agreement shall relevantly be deemed not to create any relationship between the Parties which may be regarded as a partnership and/ or franchise and/ or joint venture and/ or agency and/ or employment relationship.

7. Proprietary Rights

The Parties agree that Bridgeway will remain the sole owner of any data and/ or files and/ or documents and/ or material that the Company will produce during the provision of the Services.

8. Term and Termination

Either Party may terminate this Agreement through the provision of a fifteen (15) days prior written notice to the other Party.

9. Charges and Costs

In consideration of the Services provided under this Agreement, Bridgeway shall pay to the Publisher, on an hourly basis, the fees and any applicable excess fees which will be defined in the Insertion Order (the “Charges”).

10. Miscellaneous Notices

10.1. The Publisher hereby acknowledges that this contract constitutes basic due-diligence on behalf of Bridgeway and agrees as such to review and sign any disclaimers required under such due-diligence.

10.2. Notices

All notices, requests and other communications by one Party to the other shall be in writing (including facsimile or similar writing) and shall be provided to the addresses of the Parties which will be indicated in the IO (if such addresses have not been changed through the provision of a written notice provided by either Party to the other Party). Notices shall be treated as received, as follows: if delivered by hand, when delivered; if sent by first class post, 48 hours after posting; if sent by air mail post, 72 hours after posting; if sent by confirmed fax or e-mail, when sent. Any notices that would be treated as received out of the acceptable business hours shall be deemed to be provided to either Party on the next business day.

10.3. Amendments

No modifications and/ or amendments to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing by all Parties dated and signed by a duly Authorized Representative of each Party hereto.

10.4. Assignment

The Parties shall not assign or transfer or purport to assign or transfer this Agreement, in whole or in part, or any rights or obligations hereunder, without prior written consent of other Party to the Agreement.

11. Confidentiality

11.1 “Confidential Information” means any and all information related to the current and/ or future and/ or proposed business and/ or products and/ or services of either Party that is disclosed to the other Party and/ or to which either Party obtains access as a result of the present Agreement, and shall include, without limitation, any and all Confidential Information of any third parties and/ or any trade secrets and/ or any information in relation to either Party’s Services costs and/ or any other costs and/ or customer lists and/ or any personnel and/ or know-how and/ or any and all data relating to the Services.

11.2 Notwithstanding the foregoing, Confidential Information shall not include information that:

1. Before or after it was disclosed to the recipient of such information, the said information was entered into the public domain, not as a result of any act and/or omission of either Party to the Agreement;
2. Is approved for release through the provision of a written authorization issued by either Party to the other Party;
3. Is disclosed to the recipient of the information by a third party not in violation of any obligation of confidentiality;
4. Is independently developed by the receiving Party of the Confidential Information without reference and/ or dependence to any of the Confidential Information received by the disclosing Party.

11.3 Neither Party shall disclose to any party (unless required to do so by any Applicable Laws), any information relating to the business or other matters of a confidential nature of the other Party of which it may in the course of its duties or otherwise become possessed, and each Party shall use all reasonable endeavors to prevent any such disclosure.

11.4 Without prejudice to Clause 8, the confidentiality obligations provided pursuant to Clause 10 of the Agreement shall be in force for three (3) years after the termination and/ or expiration of the present Agreement.

11.5 Through the provision of a 15 (fifteen) day notice to either Party, through which the return of the Confidential Information shall be requested, any and all*Confidential Information and any and all copies of all such Confidential Information shall be returned to the other Party. The Party returning such Confidential Information to the other Party shall then certify the same in writing, and shall, through its relevant written confirmation, state and relevantly guarantee that no copies have been retained by the Party returning the Confidential Information to the other Party, and the Party returning the Confidential Information shall also state and guarantee that neither the said Party, nor any of its employees and/or agents possess any copies of the said Confidential Information, provided, however, that either Party may archive any Confidential Information in accordance with applicable Regulatory and/ or Legal requirements.

12. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of England and Wales and any dispute, if an amicable solution cannot be found, shall be submitted to the Courts of England and Wales.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use our Services and to access our website through our Services only in accordance with the terms and conditions of this Agreement.

13.2. You may not alter, modify, manipulate or create derivative works of Bridgeway or any our graphics, creative, copy or other materials owned by, or licensed to Bridgeway in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Bridgeway’s trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Bridgeway without compensation. All rights not expressly granted in this Agreement are reserved by Bridgeway.

13.3. Your use of the Services shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by you.

13.4. ALL THE PARTIES HEREBY AGREE THAT BRIDGEWAY DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT MADE BY THE PUBLISHER OR AT WEBSITE(S) WHERE PUBLISHER PLACES ADS AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.

This agreement was last updated on 30^th of March 2021.