GENERAL TERMS AND CONDITIONS FOR PUBLISHERS

THIS TERMS AND CONDITIONS IS MADE AND ENTERED INTO BY AND BETWEEN

REVENUE DIGITAL LTD (hereinafter the “Company”, “us”, “we” or “our”) is a limited company incorporated under the laws of the BVI with its registered address at Quijano Chambers, P.O. Box 3159, Road Town, Tortola, whether directly or indirectly, owns and operates the Revtop website (hereinafter the “Website”), and

Any and all Publishers (hereinafter the “Publisher”, “you”, “yours”) who are individuals or companies who place the third parties’ advertisement on their websites and registered with the Website to enjoy our services.

WHEREAS, the Company, without limitation, is in the business of operating as a marketing agency by connecting and bringing together Publishers with Advertisers through the Website.

WHEREAS, the Publisher is entitled to remuneration from the Company for the valid and qualified Traffic which is provided by the Publisher and delivered to the Advertiser involving our services and which is in the full compliance with this Agreement and the Offer.

NOW THEREFORE, your use of and access to the Website is considered your consent to be bound by this General Terms and Conditions (hereinafter the “Agreement”) and any additional rules and guidelines that we may post on the Website. If you do not agree to be bound by this Agreement, then you must not use the Website.

PLEASE NOTE that we may change this Agreement at any time and without any notice to you. We recommend that you periodically visit this page to review this Agreement. By using the Website after we post any changes, you agree to accept those changes, whether or not you actually reviewed them.

DEFINITIONS

Advertiser means individuals or companies who need to advertise their products online and who registered with the Website to enjoy our services.

Advertising Material means advertisement, including all content, trademarks, images, trade names and brand features, which an Advertiser wants to display on a Publishers website by enjoying our services.

Advertising Space means the section of a Publisher’s website that is allocated for advertising and subject to an Offer to Advertisers through the Website.

CPM (Cost per Mile) means a pricing model whereby the cost is expressed by every thousand impressions.

Gross revenue means monies actually collected by the Company from an Advertiser, less compensation paid to any third party who provides to the Company any services to fulfil its obligations under herein or any related agreement, and less any refunds to an Advertiser.

Impression means an occasion when an Advertising Material is viewed by a user on a Publisher’s website.

Offer means a Publisher’s offer to place the Advertising Material of an Advertiser on a reimbursable basis.

Publisher means individuals or companies who place the third parties’ advertisement on their owned websites and who registered with the Website to enjoy our services.

RevShare means a pricing model whereby the Company pays Publisher a share of the Gross revenue it earns from Offers displayed on a Publisher’s website.

Revtop website means the website situated at www.revtop.com, user interfaces and the services and content thereon.

Traffic means the nominal measure of internet users who are the subject to an Impression.

User Interface (UI) means the interface available to a Publisher to offer AdSpace through the Website as well as to monitor performance of our services.

SCOPE OF WORK

Subject to this Agreement the Company hereby grants the Publisher a limited, fully revocable, non-exclusive, non-transferable, non-assignable, non-sub-licensable, royalty-free license to use the Website as a platform for an Offers placement.

The Publisher hereby agrees to offer an Advertising Space exclusively on websites owned, operated and controlled by the Publisher and which registered with the Publisher’s account on the Website. The Publisher may add, edit and remove any website from its account at any time. If the Publisher places the Advertising Material on a website not previously registered and validated with the Website the Company cannot guarantees the Traffic from such website will be the subject to remuneration.

To be validated by the Company any and all websites owned, operated and controlled by the Publisher must:

  • be content-based, not simply a list of links or advertisements and have a purpose other than the purposes related to this Agreement;

  • not offer incentives to users to click on Advertising Materials including but not limited to awarding them cash, points, prizes, contest entries or similar offers;

  • be fully functional at all levels and never display a message on any page similar to “under construction”, except at the time of maintenance or under the reason that is beyond the Publisher’s reasonable control (third party actions, Force Majeure etc.);

  • not infringe on intellectual property or harm personal rights;

  • not contain:

    • a) racial, ethnic, political, or hate-mongering or otherwise objectionable content;

    • b) investment, money-making opportunities or advice not permitted under law;

    • c) material that defames, abuses, or threatens physical harm to others;

    • d) promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money;

    • e) software pirating;

    • f) hacking or phreaking;

    • g) any illegal activity whatsoever; or

  • spoofing, redirecting, or trafficking from adult-related websites.

The Company reserves the right, at its sole discretion and without liability, to reject, omit or exclude any Publisher for any reason at any time with or without notice to the Publisher and regardless of whether such Publisher was previously accepted.

The Company reserves the right at any time to reject, suspend or cancel the registration of any Publisher’s website which in the opinion and/or discretion of the Company is not deemed suitable and appropriate for any reason. Without prejudice to the generality of the foregoing the Company reserves the right reject, suspend or cancel the registration of any Publisher’s website which in the opinion of the Company may expose the Company into criminal and/or civil liability and/or any other form of liability as well as is deemed to be offensive or objectionable.

PUBLISHER'S REPRESENTATIONS AND WARRANTIES

The Publisher hereby represents, acknowledges and warrants that:

  • it has the legal capacity and authority to enter into and be bound by the present Agreement;

  • it has the full legal authority to use and operate all websites registered with its account on the Website;

  • it has the full legal authority to use content of the aforementioned websites; and

  • such content is not and will not in any way:

    • a) infringe any third party copyright, trademark, trade name trade secret or other form of intellectual property;

    • b) violate any applicable laws rules and/or regulations;

    • c) contain false or deceptive code including but not limited to any virus, Trojan-horse or other self-executing program;

The Publisher hereby accepts that if it is in breach of any of the above representations, acknowledgements and warranties, then the Company has the right to immediately terminate the present Agreement and take any other necessary step and/or action deemed appropriate.

The Publisher covenants, agrees and undertakes that:

  • it will, at all times, comply with all laws applicable in the jurisdiction where the Publisher is situated or otherwise conducts its business;

  • it will, at all times, comply with the terms of this Agreement;

  • it will at all times comply with legal provisions pertaining to online advertising and spam.

Publisher’s site must comply with the following:

  • have at least 50,000 views a month;

  • be complete and fully working;

  • have been online and operating for at least a month;

  • not include any adult content or links to it;

  • not deliver content with browser hijacks/redirects or malware;

  • not interfere with, manipulate, or lock the navigation or browser;

  • must be clear of spam and not be associated with it in any way or form;

  • have an appropriate design and functional layout;

  • must not be overloaded with excessive advertisements.

THE COMPANY’S REPRESENTATIONS AND WARRANTIES

The Company hereby represents, acknowledges and warrants that:

  • it has the legal capacity and authority to enter into and be bound by the present Agreement;

  • it has the full legal authority to use all its property including the Website;

  • it does not cooperate with websites that contain pirated content or otherwise infringe intellectual property rights;

  • its services will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.

Except for the express warranties set forth above and to the extent permitted by law the Company expressly disclaims all other warranties of any kind with respect to the services, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the services will be uninterrupted, completely secure and/or free of the Website errors.

The Website may contain links to other independent third-party site and such linked sites are not under the Company’s control, and the Company is not responsible for and does not endorse the content of such sites, including any information or materials contained on such sites. The Publisher will need to make its own independent judgment regarding its interaction with these sites.

The Publisher may not transfer its account to anyone without explicit written permission of the Company and it may not use anyone else’s account or password at any time without the express permission and consent of the Company and the holder of that account. The Company cannot and will not be liable for any loss or damage arising from the Publisher’s failure to comply with these obligations. The Publisher will be held liable for losses due to someone else using its account or password as a result of it failing to keep its account information secure and confidential.

PAYMENT TERMS

The Publisher will be paid an agreed upon remuneration for qualified, valid and accepted Traffic which are in the full compliance with this Agreement. A qualified, valid Traffic shall not include that which does not meet quality requirement as stipulated herein, are generated by unlawful and/or fraudulent means, or otherwise violate the provisions of the Agreement. The final determination of whether Traffic is qualified and valid shall be made at the sole discretion of the Company.

The Company will pay the Publisher bi-monthly on CPM basis unless otherwise mutually agreed between parties in writing. The Publisher will be paid in each payment period only if revenue exceeds minimum threshold of US$ 50 (Fifty US Dollars) is earned. All amounts which are not paid to the Publisher in any period will be payable when accrued revenue exceeds minimum threshold. In no case any amounts on the Publisher’s account are subject to interest.

The Company reserves the right to stop any payments to the Publisher in the case of suspicion for Traffic quality for a period of investigation. The Company also reserves the right to pay all the questionable Traffic on the RevShare basis instead of CPM at its sole discretion.

The Publisher may choose a payment method through the UI. The Publisher agrees to keep the payment details in its account current and the Company has no liability for any loss, damage, delay and/or inconvenience related to payment details except they are directly and willfully caused by the Company. The Publisher acknowledges and agrees that any credit card and related billing and payment information that the Publisher provides to the Company may be shared with companies who work on our behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment the Company and serving customers account. The Company shall not be liable for any use or disclosure of such information by such third party.

Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Agreement and each party’s performance hereunder.

QUALITY

Traffic will be accepted and considered qualified and valid if it doesn’t arise from, without limitation:

  • automated and/or fraudulent clicks on any Advertising Materials;

  • incentivizing any person to, or engaging in any activity that is likely to inflate the number of clicks on any Advertising Materials;

  • using any practice of distribution that contains or considered as a virus, worm, malware, spyware, ransomware, crapware, trojan horse, or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.

All Traffic which doesn’t meet the aforementioned quality will be irretrievably forfeited without any reimbursement to the Publisher.

REPORTS

Payments will be calculated and tracked solely based upon the Company's records. During the term hereof, the Company will provide the Publisher with access to reports through the UI where the Publisher will be able to view measurements or statistics. In the event the reporting system is not available, Company undertakes to provide the Publisher with reports via email. The Publisher acknowledge that reports might be based on third party’s information and are subjected to such third party adjustments, thus occasion delays and adjustments may occur and are out of the Company's control and responsibility. All reports may be updated and adjusted up to 5 (five) days back. The Company is not liable for any unavailability or inaccuracy, temporary or otherwise, of the reporting system.

If the Publisher disputes the information detailed in a report, it will provide the Company with a written notice that will specify the reasons for such dispute, by no later than 5 (five) days as of report was appeared in the UI or sent to the Publisher via email. Following receipt of a dispute notice, the parties will co-operate, in good faith, to reach a solution to such dispute. The Company may withhold payment of any disputed amounts until the dispute is resolved. The Publisher acknowledges and agrees that in the event it did not submit a dispute notice the report and payment amount shall be deemed final and non-disputable.

PROPERTY OF CONTENT

All Website content as text, graphics, User interface, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression and arrangement of such content is owned, controlled or licensed by the Company, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws.

No part and no content may be copied, reproduced, republished, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the Company’s express prior written consent.

The Publisher may use information about the Website and our services provided that it (1) not removes any proprietary notice language in all copies of such documents, (2) uses such information only for personal, non-commercial informational purpose and does not copy or post such information on any networked computer or broadcast it in any media, (3) makes no modifications to any such information, and (4) does not make any representations or warranties related to the Company.

TERMINATION

This Agreement has been entered into for an indefinite period of time until terminated by either party as stated bellow. If the Company has not rendered the services for any period within duration hereof this cannot be considered a breach of the Agreement and result in any losses or damages to the Publisher.

Either party may terminate this agreement and cancel the campaigns providing a reason for such termination, by giving a ten (10) calendar days’ written notice to the other party except otherwise hasn’t been agreed in the IO.

The Company might also immediately terminate this Agreement in the cases where the Company considers that the Publisher has been in breach of any of the terms of this Agreement or if it is considered that the Publisher has acted and/or the Campaign has been managed in a way which

  • is in contravention and/or violation of applicable laws, by-laws, rules and regulations;

  • is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; or

  • might harm the good reputation of the Company, its directors, employees, Advertisers or any other person and/or body for which the Company is in law responsible.

  • occasions losses or the risk of loss for the Company or any third party;

  • fails to comply with this Agreement and such breach of contract is material; or

This Agreement will be automatically terminated when the Publishers’s account has not been in use for more than three (3) months.

CONFIDENTIALITY

Either party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, Publishers, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information.

Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees

  • to use the Confidential Information only for the purposes expressly contemplated in this Agreement;

  • that no Confidential Information will be disclosed to any third party, Publisher, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party.

The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that one (1) copy may be made for backup and archival purposes only.

The undertakings and obligations of each party under this section shall not apply to any information which it can established to have:

  • become publicly known through no action on the Receiving Party’s part;

  • been known by the Receiving Party prior to receipt;

  • been independently developed by the Receiving Party;

  • been approved for public release by the Disclosing Party’s written authorization; or

  • been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.

Unless the Company has provided its prior, express written consent, the Publisher will keep the IO strictly confidential, and may not make any unauthorized disclosure of the same to any person.

The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

INDEMNIFICATION

The Publisher agrees to indemnify and hold harmless the Company, its Advertisers, subsidiaries, successors and assigns from any claim, action, judgment, or liability, threatened or adjudicated, of any kind arising out of or in connection with any breach by the Publisher of any representation, warranty or agreement and the Publisher shall promptly reimburse the Company for any sums, costs or expenses (including, without limitation, reasonable attorney's fees and expenses, settlement costs and disbursements) incurred by the Company in connection therewith.

LIMITATION OF LIABILITY

The Publisher agrees that the Company shall not be liable for

  • any delays in the delivery and/or non‐delivery of any Advertising Material and/or Traffic;

  • anything affecting the delivering of Traffic in the event of an act of God, action by any government entity, network difficulties, electronic malfunction or any condition beyond the control of Company;

  • consequential damages of any nature whatsoever; and/or

  • errors or omissions in the Advertising Material as it is exhibited to the public.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL COMPANY’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE TO THE PUBLISHER DURING THE PRECEDING 6 (SIX) MONTHS.

GOVERNING LAW AND DISPUTES RESOLVING

The parties agree that this Agreement will be construed in all respects in accordance with the laws of England and Wales applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Agreement, the parties hereto agree to submit to the exclusive jurisdiction of the courts located in England.

In the event of any dispute arising out of or relating to this Agreement, the Publisher’s sole remedy shall be an action for damages at law. The Publisher expressly waives any and all equitable rights they may have hereunder, including without limitation any right to enjoin, rescind, terminate or otherwise interfere with the Company's delivery, placement and exhibition of any Advertising Material and Traffic whatsoever.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.

MISCELLANEOUS

Notices. All notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via

  • by delivery in person;

  • by a nationally recognized next day courier service;

  • by first class, registered or certified mail, postage prepaid;

  • by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in writing.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent of the other in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.

Severability. If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.

No Partnership. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venturer of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.

No Waiver. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.

Entire Agreement. This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.