Gadsme

Updated May 19, 2026

Publisher's General Terms and Conditions

These general terms and conditions (“General Terms and Conditions”), including all special terms set out in the Schedules or Appendixes (“Special Terms”) and the Data Protection Addendum (“DPA”) shall be incorporated by reference into each Term sheet (“Term Sheet”) entered into by the Gadsme entity (“Gadsme”) and the company entity identified in the applicable Term Sheet (“Publisher”). Gadsme and the Publisher are referred to individually as a “Party” or collectively as the “Parties”. These General Terms and Conditions, the Term Sheet, the Special Terms, the Data Protection Addendum and related Schedules shall together form the “Agreement” or “Contract”.

The Gadsme entity as well as the billing currency are stated in the Term Sheet.

1. Purpose

These General Terms and Conditions apply to Gadsme’ advertising solutions that enable the Publisher to monetize its ad inventory. Gadsme’s advertising solutions consist of the “Gadsme SSP Service”, the “Gadsme Managed Ad Network Service” and the “Gadsme Cross Promo Service”, all as more fully described in the applicable Term Sheet and in the Special Terms (each a “Service” and collectively “Services”). The Services will be provided in accordance with the Term Sheet, these General Terms and Conditions and the applicable Special Terms. The Publisher may subscribe to one or more Services at the same time and/or decide to add new Services.

The Services facilitate the placement of advertisements on the various spaces reserved for advertising within the Properties and the display of Ads on the Properties using standard display, rich media and video formats, including without limitation IAB ad display formats, video played before, during or after streaming video content, live video, and/or video content delivered into non-video content using Gadsme’ formats or such other as Gadsme provides from time to time.

2. Definitions

For purposes of this Agreement:

AdCall means a call for an advertisement to be displayed on an Ad Space made available to Gadsme by the Publisher

Audio Ad Format means a message that can be heard by the end-user call for an advertisement to be displayed on an Ad Space made available to Gadsme by the Publisher

Ad Unit (s) or Ad Space (s) means any in-game ad space made available on the Properties in order to display Ad that are visible or can be heard in the event of audio ads, to End-Users of the Publisher Properties.

“Advertisements” or “Ads” mean advertisements that are displayed on Properties through the use of the Services or in connection with campaigns that Gadsme sells to, but not limited to Advertisers and demand side partners.

Auto-Invoice means a self-billed invoice generated by Gadsme on behalf of the Publisher through the Gadsme Dashboard.

Back Fill Campaigns mean campaigns displayed at Publisher’s Properties that are not monetized nor cross-promo Ads. Backfill Campaigns are usually elements of scenes that are meant to be shown on Publishers’ Properties when no Ads are sold and no cross-promo campaigns are running on these Properties.

Cross Promo Campaigns mean campaigns displayed at Publisher’s Properties that advertises for Publisher’s other Properties.

Demand Ads means Ads from Gadsme Buyer Partners.

Display Ad Format means non-video and non-audio advertisements

Impression means: (i) for video formats, an impression is deemed to have been served when a video Ad begins to play; and (ii) for display ad format, an impression is deemed to have been served when the Ad is displayed. In both cases, the Impression must be visible to the End-User. (iii) for audio formats, an impression is deemed to have been served when the audio message begins to play. Regardless of the presence of any companion ad.

In-game advertising refers to ads that can be integrated into the game either through a message heard while players are playing or a display in the background, such as an in-game billboard or in a game menu, or highly integrated within the game and/or 2D/3D scenes of the game so that the advertised product is necessary to complete part of the game or is featured prominently within cutscenes. In-game advertising can be interactive. Players see or hear in-game advertising while playing or in a game menu.

Publisher Data means data that is collected by Gadsme or Gadsme Buyer Partners through Gadsme tags, SDK or any other tracking technology on the Publisher’s Properties which includes any information that can be attributed to an End-User via cookies or other tracking technologies that record events related to users’ activity on properties (such as the number of scenes viewed, the time of game sessions, the products the user viewed, user searches, internal search queries, domain names, visited url, referrer urls)

Platform means Gadsme’ proprietary software as made available to the Publisher via Gadsme electronic interface, that allows the Publisher to manage and monetize advertising formats, and allows Gadsme to access Publisher Ad Spaces, Ad units, place Ads and display Impressions.

Properties means the Publisher’s Game(s) listed in the Term Sheet. The Properties include all or part of the games, scenes, services and applications that the Publisher owns and/or is legally authorized to operate. They include (i) identifiable by their domain name, for which the Publisher holds usage rights; or (ii) accessed by use of native applications on mobile, console, desktop devices or any other devices.

Services means the Gadsme Managed Network Services and/or the Gadsme SSP Services as chosen by the Publisher in the Term Sheet.

Scene or Level means a distinct state of the game that displays different information and/or different environment. There is some way for the user to play from one scene to the next. Maybe it’s a simple mouse click or key press, or maybe it’s selecting a scene from a menu, maybe it is objectives to be met in game.

Software development kit (SDK) means the software development kit provided by Gadsme and used by Publisher in order to display Ads formats and run other services in the game(s).

Tag means the code integrated in Gadsme’s SDK that must be placed on Properties to call and display Ads.

Gadsme Buyer Partners means all third parties including but not limited advertisers, agencies, demand side partners or ad networks that Gadsme brings together to purchase Publisher Ad Space and place Demand Ads on Publisher Ad Space available through the Platform.

Gadsme Data means data related to: (i) the Gadsme ad serving activity such as the number of ads displayed to users; (ii) aggregated Publisher Data that does not identify or permit identification of the Publisher or its Properties; and (iii) aggregated data provided by third parties independently of the provision of the Gadsme Service to the Publisher and may include publisher and/or Gadsme Buyer Partner data

Gadsme Format(s) means Gadsme’ proprietary Formats. At the date of the contract the Gadsme’s catalog of formats is composed of non-disruptive display and video ads to be positioned in menu, cut scenes, 2D and 3D scenes of games and audio ads. Gadsme may freely add additional formats to its catalog and modify any formats it serves.

Gadsme Cross Promo Services are services provided by Gadsme that enable the Publisher to display Ad Campaigns for their other games in every one of its Properties that are subject to Gadsme Managed Ad Network Services. The applicable fees shall be set out in the Term Sheet and, where relevant, in Appendix 4.

Gadsme Managed Ad Network Services also referred to as Gadsme Ad Network services consists of Gadsme accessing the Ad Space to place Ads from its Gadsme Buyer Partners sourced by Gadsme, based on criteria set by Publisher using the Platform. Gadsme Managed Ad Network Services are more fully described in Appendix 3.

Gadsme SSP Services means services provided by Gadsme that enable the Publisher to monetize its advertising inventory through different ad sources that are directly chosen, set up and managed by the Publisher using the Gadsme Platform. The applicable fees shall be set out in the Term Sheet and, where relevant, in Appendix 2.

Territory means the IP address or any other information related to geography of the user visiting the Properties as determined in the Term Sheet.

Validation means the electronic approval by the Publisher of an Auto-Invoice through the Gadsme Dashboard.

INTERPRETATION: The words “include”, “including”, “such as” or “for example” shall be construed without limitation to the words following.

3. Implementation and Operation

3.1 Technical specifications and implementation

The Publisher shall comply with the technical requirements provided by Gadsme to use the Platform, which will include without limitation, the use of SDK or any other placement/tracking technology as well as any technical requirements communicated by Gadsme from time to time. The Publisher agrees that it will not remove Tags and/or disable the SDK integration without giving five (5) business days prior written notification to Gadsme. However, the Publisher may suspend the Tags or SDK with 24 hours prior written notice to Gadsme.

The Publisher acknowledges that Gadsme will set up and manage the placement of Ads through its Platform (monetizing through programmatic and/or non-programmatic protocols, directly and/or through third parties) and that the location of Ad Spaces on Properties will be included in categories created by Gadsme based on a contextual classification that will allow Gadsme to optimize the monetization of the Publisher Ad Space (e.g. news, lifestyle, business, sports, or women).

3.2 Broadcasting and implementation conditions

The Publisher agrees to comply with the technical implementation instructions provided by Gadsme from time to time, in order to allow the optimization of the Gadsme Formats on the Publishers Properties.

The Publisher agrees to comply with the following broadcasting and implementation conditions (non-exhaustive):

The Publisher agrees that the above conditions are not exhaustive and that Gadsme may update from time to time the above broadcasting and implementation conditions.

If the Publisher does not comply with the broadcasting and implementation conditions provided by Gadsme, the AdCalls sent by Properties in breach of such conditions will not be counted and no fees will be payable for the Impressions resulting from such breach.

4. Exclusivity and Priority

Exclusivity doesn’t apply to 2D Ads meaning overlay Banners, Interstitial Videos Ads and Rewarded Video Ads and is strictly restrained to Audio Ads and Ads that are displayed in 3D and/or embedded in 3D within the scenes of the game and shown while the player is playing.

For a particular player (End-User), or a particular game session, if the Publisher decides to monetize some of its Ad inventory through the Gadsme Platform, then all Ad Units inventory for that player or that session of the game shall be monetized through the Gadsme Platform. The Publisher has the entire right to A/B test the Gadsme AdNetwork with a competitor of the Gadsme’s Ad Network on the same game. Then, some players will be seeing Ads coming only from Gadsme 3D AdNetwork and other players will be seeing Ads coming from Gadsme’s 3D competition Ad Networks. Still Gadsme AdNetwork shall be activated at least at 50% of the players.

Publisher also undertakes not to develop or market a platform or similar products, which may, in any manner, compete with the Gadsme’ SDK and/or the Gadsme Platform and/or the SaaS Services under this Agreement. This clause shall be extended to all Publisher’s sub-contractors involved in the Project.

5. Access to the Platform

Gadsme grants to the Publisher and individuals employed and designated by the Publisher (“Users”) access to the Platform using the username and a password Gadsme communicates to the Publisher or that the Publisher itself creates when opening its account on the Platform (“Identification Data”). The Identification Data is confidential and may only be changed directly by the Publisher or, at its request, by Gadsme. The Publisher is responsible for the confidentiality and security of the Identification Data and shall not grant third parties access to Identification Data unless they are Users authorized to use the Platform by the Publisher. The Publisher is fully responsible for all activity on its account and any consequence resulting from any use of the Identification Data, including any loss, theft, hijacking and/or fraudulent use of the Identification Data.

In order to use the Platform, the Publisher must register on the Platform and provide all information requested during the registration process. The Publisher must regularly verify and update its registration information to ensure that it remains accurate, up to date and complete. Gadsme shall not be responsible for any problems with the performance of the Platform or the Services caused by information provided by the Publisher. The Publisher shall register at least one Property on the Platform. The Publisher may register more than one Property on its administration space.

6. Use of the Platform

Publisher agrees not to directly or indirectly:

Consent Verification. The Publisher represents and warrants that any Consent Signal transmitted to Gadsme has been validly obtained in accordance with Applicable Data Protection Laws and, where applicable, the IAB Transparency and Consent Framework. The Publisher shall implement and maintain reasonable procedures to verify that any upstream publisher or inventory source collects and transmits valid Consent Signals. Upon reasonable request from Gadsme, the Publisher shall provide documentation demonstrating the mechanisms used to obtain and transmit such consent.

Gadsme reserves the right to request additional information regarding consent collection practices and to suspend the processing of Personal Data originating from the Publisher if Gadsme reasonably believes that consent requirements are not being complied with.

The Publisher shall be solely responsible for ensuring that any Consent Signal transmitted to Gadsme has been validly obtained in accordance with Applicable Data Protection Laws.

Traffic Quality. The Publisher represents and warrants that any advertising inventory and traffic supplied to Gadsme originates from legitimate user activity and complies with applicable laws and industry standards. The Publisher shall not generate or permit the generation of invalid, fraudulent, or artificial traffic, including but not limited to traffic generated through bots, automated scripts, misleading redirects, hidden ads, traffic laundering, or incentivized traffic unless explicitly authorized by Gadsme. The Publisher shall accurately represent the source of the inventory and shall not misrepresent domains, applications, or digital properties. Gadsme reserves the right to suspend or terminate the delivery of inventory and withhold payments related to traffic that Gadsme reasonably determines to be invalid or fraudulent.

Gadsme shall determine the validity of all traffic in its reasonable discretion using industry-recognized third-party tools and internal tools and reporting. If Gadsme in its reasonable discretion consider that the traffic is in breach of the above provision, Gadsme will not count the AdCall and/or will have no obligation to make payments with respect to any Impression and/or AdCall generated in breach of the above provisions.

Platform Data Use. Gadsme may collect, generate, and process data related to the operation and performance of the Platform, including but not limited to impressions, clicks, bids, transaction logs, performance metrics, and technical information (“Platform Data”).

Gadsme may use Platform Data for the purposes of operating, maintaining, improving, securing, and optimizing the Platform, including for analytics, fraud detection, reporting, and product development.

To the extent Platform Data does not constitute Personal Data, or has been aggregated or de-identified, Gadsme may use such data for any legitimate business purpose related to the operation and improvement of its services.

Notwithstanding the Publisher’s statutory rights, the Publisher is prohibited from:

If the Publisher is not the owner of the Properties on which the Ads are displayed through the Platform, the Publisher warrants that it:

The Publisher will be responsible for ensuring that the conditions for using the Platform are complied with by the Users and Publisher shall ensure that the Users comply with the terms of this Agreement.

Flow-Down Compliance: The Publisher shall ensure that any third party operating, distributing, monetizing, technically managing, or otherwise involved in the operation of the Properties (including without limitation studios, distributors, resellers, SDK integrators, or technical service providers) is bound by written agreements imposing obligations no less protective than those set forth in this Agreement and the DPA, including but not limited to obligations relating to data protection, consent collection and transmission, traffic quality, fraud prevention, and compliance with Applicable Laws.

The Publisher shall remain fully liable vis-à-vis Gadsme for any act or omission of such third parties as if such act or omission were its own.

In addition, the Publisher agrees to:

Publisher hereby grants Gadsme the right to sell and have sold Advertising on the Publisher’s Properties, to insert such Advertising during the Term, including the right access or call to the Publisher’s Properties or the servers that make them available and to cause the routing, transmission, reproduction, and display of Advertising as contemplated herein, and to collect data and information with regard to visitors and Publisher’s Properties. Furthermore, Publisher hereby grants Gadsme and it’s advertising clients the right to list the Publisher’s Properties in pitch materials to prospective advertisers, to report such Publisher’s Properties as being part of Gadsme’s advertising inventory network, and to use Publisher’s trademarks and logos and images of the Publisher Properties in connection with exercising the foregoing right.

The Publisher shall comply with all Gadsme policies relating to the use of the Platform, including the Gadsme privacy policy published at http://Gadsme.com/privacy-policy or such other URL as Gadsme provides from time to time (“Privacy Policy”). The Publisher acknowledges that any policies may be updated by Gadsme from time to time. In the event of any material change to any policies, Gadsme shall provide advance notice thereof to the Partner.

7. Price, Invoicing and Payment

Fees are calculated according to the terms set forth in the applicable Term Sheet and, where relevant, the applicable Appendix.

However, the Parties may agree on any other metrics as set out in the Term Sheet. In that case, the Publisher and Gadsme will agree on the applicable metric that may be changed from time to time when expressly agreed in writing between the Parties.

Gadsme measures the impressions and other metrics upon which the fees are calculated. The Publisher will have access through the Platform to a dashboard (“Dashboard”) that provides access to financial reporting as well as statistics and measurement regarding its account. Revenues to the Publisher may differ from what is actually displayed on the Dashboard as media buying fee, bid reductions, operating fees, fraud, chargebacks, refunds, uncollected amounts, and other reasonable deductions may impact definitive revenues due to the Publisher. Revenues may be adjusted by Gadsme until 30 days after the end of the relevant month. At the end of the month the dashboard for the particular month will be frozen and within 30 days will include all definitive numbers of earnings as maybe adjusted as aforesaid. Revenues shown on invoices which are available and downloadable via the Gadsme Dashboard / Payments tab 30 days after the end of relevant month are final and binding. If adjustments have to be made in one way or another after an invoice has been paid by Gadsme, those adjustments will be carried on the following invoice.

The Publisher accepts that all Gadsme measurements and statistics are final and binding. Any adjustments to a campaign made by the Publisher or at a Publisher’s direction, such as adjustments to budgets or pausing, are the sole responsibility of the Publisher and the Publisher shall be responsible for any costs incurred relating to such adjustments. Gadsme may make adjustments on the Publisher’s behalf pursuant to the written instructions of the Publisher.

No payment will be issued for any amount less than $350.00 U.S. All unpaid earnings will rollover to the next pay period and be paid as soon as they reach $350 U.S.

The Publisher acknowledges that in some cases, Gadsme will need to make adjustments to statistics reported in the Platform. If the difference between the Gadsme measurement and the Publisher measurement exceeds ten percent (10%), the Publisher must notify Gadsme within 30 days following the billable month and the Parties will attempt to resolve the discrepancy in good faith. All discrepancies not shared within 30 days following the end of a billable month will be considered as non existing.

Fees are expressed and payable in dollars, unless specified otherwise in the Term Sheet. The Publisher expressly authorizes Gadsme to issue self-billed invoices on its behalf in accordance with applicable tax and accounting regulations.

For Gadsme Managed Ad Network Services, Gadsme shall operate a self-billing (auto-invoicing) process on behalf of the Publisher. Each Auto-Invoice shall be made available to the Publisher through the Gadsme Dashboard within 15 days following the end of each billable month and shall be downloadable by the Publisher for its accounting purposes.

For Gadsme Managed Ad Network Services, Publisher can either (i) send invoices to Gadsme based on the figures (the Revenues) stated on the Gadsme Web Dashboard, such invoices being issued monthly by the Publisher (ii) approve monthly “AutoInvoices” on the Gadsme Web Portal.

All payments will be processed by Gadsme without deduction or set-off within sixty (60) days after (i) the date of each invoice based on the Revenues stated on the Gadsme Web Dashboard sent and received by Gadsme or (ii) the acceptance date of an “AutoInvoice” by the Publisher as stated below.

The Publisher shall review and validate the Auto-Invoice through the Dashboard. Validation of an Auto-Invoice by the Publisher shall constitute definitive and irrevocable acceptance of the amounts stated therein. Following such Validation, the Publisher shall no longer be entitled to dispute, challenge, or make any claim regarding the validated Auto-Invoice. Any amount relating to an Auto-Invoice that remains neither validated nor formally disputed by the Publisher within one (1) year following the date on which such Auto-Invoice was made available on the Dashboard shall be deemed permanently waived and forfeited and no longer payable by Gadsme.

All Publisher’s invoices shall be issued not later than 180 days from the end of the month in which billable activity took place. The invoices provided after the expiration of the term of 180 days as of the end of the month in which billable activity took place shall be forfeited in full, and Gadsme shall bear no payment responsibility against such invoices.

The Publisher shall not issue a separate invoice for amounts already covered by a validated Auto-Invoice.

Each Party will report any discrepancy in or question about the payment. The Parties will reconcile any discrepancy or questions in good faith. Publisher shall notify Gadsme in writing of any disputes regarding a payment within thirty (30) days following the relevant payment date, provided that no validated Auto-Invoice may be disputed. In other words, failure to notify Gadsme will result in Publisher’s waiver of any claims related to such disputed payment.

For Gadsme SSP Services, invoices will be issued monthly by Gadsme and Publisher must pay the invoice without deduction or set-off within sixty (60) days after the date of each invoice auto generated by Gadsme.

Publisher agrees that Gadsme can charge for reasonable transaction fees in addition to the official currency change rate when the payment’s currency to the Publisher is different than the currency used by the Advertisers to pay Gadsme. Such transaction fee cannot be superior to 6.2% of the due earnings. Any change in the payment currency by the Publisher might also incur a transaction fee. In addition, Publisher shall pay all applicable fees, taxes, commissions, transaction fees or the like in connection with such payment.

The Publisher acknowledges that the Gadsme Platform is set up in UTC time zone. Publishers are responsible for ensuring that their bank details and address are correct in their Gadsme Account details in order to receive payment.

Except as otherwise stated herein, all payments are exclusive of any applicable taxes which shall be payable at the time and in the manner required by law. All taxes, customs duties and charges of a similar nature which are applicable (other than those based on the net income of Gadsme) are to be paid by the Publisher, who shall be solely liable for their payment.

Fraudulent Traffic Deduction: Without prejudice to any other rights under this Agreement, Gadsme reserves the right to deduct, withhold, or reclaim any amounts previously credited or paid to the Publisher that are attributable to Invalid Traffic or Fraudulent Traffic, including any Publisher Fees, Revenue Share, or other amounts payable to the Publisher, as reasonably determined by Gadsme based on its internal systems and/or third-party verification providers as described in Annex 5.

Gadsme shall provide the Publisher with a report detailing any Invalid or Fraudulent Traffic identified each time a corresponding deduction, withholding, or adjustment is applied. Such report shall include a categorization consistent with Appendix 5 (Fraudulent Traffic Definitions).

Such deductions may be applied at any time, including after the issuance or payment of an invoice, and may be offset against future payments owed to the Publisher.

Any Impression generated in violation of this Agreement shall not be counted for purposes of calculating any compensation owed to the Publisher. Gadsme can also withhold payment to the Publisher in the case of the number of Impressions disputed by its Demand Partners.

Gadsme in no way promises 100% ‘Inventory Sell Rate’ for an Ad Opportunity sent to Gadsme by Publisher. Publisher acknowledges and agrees that not all Ad Opportunities provided by Publisher will be filled with a Paid Ad Impression from Gadsme and therefore there is no guarantee that there will be revenue generated for every Ad Opportunity provided by Publisher.

8. Privacy Policy and Data

The Publisher will ensure that each of its Properties (owned and/or operated) will:

Gadsme will collect, disclose and use such data in accordance with the terms of this Agreement and applicable laws and regulations, including but not limited to laws governing privacy and data protection.

The Publisher authorizes Gadsme to collect, use, analyze and process the Publisher Data:

Gadsme Buyer Partner may directly collect through the use of their own tracking technology data related to the interaction with the Ads displayed for their campaign as part of their re-targeting capabilities to serve ads to the user interested in their product and/or services.

In addition, Gadsme may use and share without restriction any data that is anonymized, so as not to be identifiable to a specific source, and aggregated, so as not to be identifiable to any individual transaction.

Gadsme is prohibited to sell any End-Users and/or Players’ Data for any purpose not related to performing this agreement.

9. Intellectual Property

Each Party remains the sole owner of the intellectual property rights it owned prior to the execution of the Agreement. No Intellectual Property transfer is part of this Agreement.

Gadsme is the sole owner of all intellectual property rights in and to the Platform and Gadsme Data. The Publisher is the sole owner of all intellectual property rights in and to the Publisher’s Data.

Gadsme grants to the Publisher a non-exclusive, non-transferable and revocable license during the term of this Agreement to access and use the Platform in accordance with the terms hereof. For the term of the Agreement, the Publisher grants to Gadsme (including Gadsme’ affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce and represent the Publisher trademarks and logos on all documentation promoting the Platform.

10. Term and Termination

10.1 Term of the Agreement

The initial term of this Agreement shall commence on the date of registration on Gadsme Platform and expire 12 months later (“Initial Term”).

After the end of the Initial Term and end of every Extented Term, the Agreement will renew automatically for successive six (6) month periods (“Extended Term”) until terminated by either Party giving the other at least a sixty (60) days prior written notice of termination before the end of the Initial Term or Extended Term.

10.2 Termination of the Agreement

This Agreement may be terminated by either Party:

10.3 Consequences of Termination

On termination of the Agreement for any reason:

Termination shall be without prejudice to the right of the non-breaching party to claim damages for any harm or loss suffered as a result of the breach pursuant to the terms of the Agreement.

The termination of this Agreement (for any reason) shall have no effect on the rights or the obligations of the Parties that have arisen prior to the termination date. The following sections shall survive the termination of this Agreement: 7, 8, 9, 10, 11, 12, 13, 14, 18 and 19 and any other provision of this Agreement which by implication are intended to survive any termination or expiration.

11. Representations and Warranties

Each Party represents and warrants that:

EXCEPT AS OTHERWISE STATED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

12. Indemnities

Subject to section 12.3, Gadsme agrees to defend the Publisher against any claim by a third party that is related to Gadsme’ breach of any express representation or warranty provided in the Agreement except to the extent the Platform is not used by the Publisher in accordance with the terms of the Agreement. Gadsme agrees to indemnify the Publisher for settlement amounts or damages, liabilities, costs and expenses (including reasonable legal fees) awarded and arising out of such claims.

Subject to section 12.3, the Publisher agrees to defend, indemnify and hold harmless Gadsme against any claims, actions, investigations, or proceedings brought by third parties or regulatory authorities arising out of or related to: (i) the Publisher’s breach of this Agreement or the DPA; (ii) any failure to obtain or properly transmit a valid Consent Signal; (iii) any violation of Applicable Data Protection Laws; or (iv) any act or omission of the Publisher or its third-party operators of the Properties.

The Publisher shall indemnify Gadsme for any settlements, administrative fines, penalties, damages, liabilities, costs and expenses (including reasonable legal fees) arising therefrom.

Any claim for indemnification under this Section 12 is subject to the following conditions:

13. Limitation of Liability

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR: (A) DEATH OR PERSONAL INJURY; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY LIABILITY THAT CANNOT OTHERWISE BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

SUBJECT TO SECTION 13.1, AND EXCEPT FOR INDEMNITY CLAIMS UNDER SECTION 12 ABOVE OR BREACH OF CONFIDENTIALITY CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO:

REGARDLESS OF WHETHER ANY OF THESE TYPES OF LOSS OR DAMAGE ARE DIRECT, INDIRECT, IMMEDIATE OR CONSEQUENTIAL AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

SUBJECT TO SECTION 13.1, A PARTY’S MAXIMUM AGGREGATE LIABILITY IN CONTRACT, TORT OR OTHERWISE HOWSOEVER ARISING FOR ANY LIABILITY WHICH IS NOT OTHERWISE LIMITED OR EXCLUDED UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR DUE TO BE PAID UNDER THIS AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTHS (OR EQUIVALENT) PRIOR TO THE DATE THE FIRST LIABILITY AROSE, PROVIDED HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT A PARTY’S LIABILITY IN RESPECT OF: (A) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, OR (B) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.

THE PUBLISHER ACKNOWLEDGES AND ACCEPTS THE RISK THAT:

GADSME SHALL HAVE NO LIABILITY TO THE PUBLISHER FOR ANY OF THE FOREGOING AS WELL AS THE CONTENT OF THE ADS PLACED ON THE PROPERTIES. NOTHING IN THIS SECTION LIMITS LIABILITY UNDER THE DPA.

14. Confidentiality

For the purposes of this Agreement, “Confidential Information” means the terms of this Agreement and any non-public information, know-how and trade secrets in any form that are designated as confidential or that would reasonably be expected to be treated as confidential, provided that Confidential Information shall not include information which:

Each of the Parties agrees to:

The Parties’ obligations regarding Confidential Information will remain in force for the term of this Agreement and for a period of two (2) years after termination or expiry for any reason, provided that the Parties’ obligations with respect to trade secrets shall continue until such time as such trade secrets have entered the public domain other than by breach of this Agreement by the non-disclosing Party.

Upon request each of the Parties shall return as soon as possible all copies of documents and media containing the other Party’s Confidential Information upon termination or expiry of the Agreement.

Neither party will issue any other press releases or make any other public disclosures regarding this Agreement without the other party’s prior written consent, provided however, that the Parties agree to issue a mutually agreed upon press release within thirty (30) days after the Effective Date announcing the Publishership between Gadsme and the Publisher. Publisher agrees to cooperate with Gadsme to release a joint case study on the success of the relationship between the two companies and provide support to the case study in online marketing channels. Publisher grants the right to use its name in Gadsme’s commercial presentations.

15. Force Majeure

The Parties shall not be liable to each other for any delays or breaches of this Agreement caused by anything outside the reasonable control of the Parties preventing the fulfillment of the Agreement in full or in part including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labor dispute, labor shortage, power shortage, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency (“Force Majeure”). It is expressly agreed that the occurrence of a Force Majeure event will only result in the suspension of the Agreement for the duration of such event; provided that the Party intending to invoke this Section 15 shall notify the other Party within a period not exceeding one (1) week after the occurrence of the applicable Force Majeure event, by email, specifying the date of suspension of its obligations and the Force Majeure event justifying such suspension.

16. Assignment

No Party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, every Party may assign this Agreement, without the consent of the other Party (i) to any company in the assignable Party’s group of companies; or (ii) to any party that acquires the assignable Party or acquires all or substantially all of the assignable Party’s assets. Any assignment of this Agreement in breach of the foregoing shall be void.

17. Applicable Law and Jurisdiction

The Agreement (and any non-contractual obligations arising out of or in connection with this Agreement) is governed by and shall be interpreted in accordance with the laws determined in Appendix 1 without regard to conflict of law principles or regulations that would require the application of the laws of any other jurisdiction. The parties agree that the courts determined shall have exclusive jurisdiction over all disputes (or non-contractual obligations) arising out of or related to this Agreement and hereby waive all claims of forum non convenient with respect to those jurisdictions.

18. Miscellaneous

Gadsme and the Publisher are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship. Nothing contained herein shall be construed to place either Party in the relationship of legal representative, Publisher, joint venture, principal, or agent of the other.

No Party has, nor shall it hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon any other Party.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. In such an event, a valid provision is deemed to have been agreed which comes closest to what the Parties intended commercially and shall replace the invalid provision. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and shall not affect the validity and enforceability of the rest of this Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements, representations, negotiations and discussions between the Parties relating to the Platform and the subject matter of this Agreement.

Amendments to, or notices to be sent under this Agreement, shall be delivered to each Party in writing at the address given for such Party in the Agreement and shall be deemed to have been delivered:

This Agreement may be modified, changed or amended only by means of a written agreement signed by the Parties. This Agreement may be signed by counterparts. The Parties agree that electronic format shall be deemed an acceptable means of communication in the execution or sending of an addition or modification to the terms of the Agreement, including renewal of the Agreement.

Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights to enforce any of its terms.

19.7 Notwithstanding any term to the contrary in the Agreement, in the event of any discrepancy between the terms of the documents making up the Agreement, the terms in the documents shall prevail in the order of precedence set out below:

Appendix 1 - Country Schedule

Applicable law and jurisdiction

If there is any contradiction between the General Terms and Conditions and this Country Schedule, this Country Schedule shall take precedence.

The Gadsme entity that provides the Services under the Agreement is indicated in the Term Sheet.

Said Gadsme entity shall also provide invoices to the Publisher in accordance with the Agreement, and shall bear all related risks and obligations.

The law that is applicable to the Agreement and the courts that have exclusive jurisdiction in relation to any dispute or matter arising out of or connected with the Agreement shall depend upon the Gadsme entity delivering the Services. Further details are set out in the table below. In addition, additional terms either replace terms in the General Terms and Conditions or supplement them.

Gadsme entity delivering the ServicesApplicable law and jurisdiction
Gadsme FRANCE SASLaw governing the Agreement shall be: French law
Courts having exclusive jurisdiction of disputes: Courts of Paris
Gadsme LtdLaw governing the Agreement shall be: United Kingdom law
Courts having exclusive jurisdiction of disputes: High Court in London

Appendix 2 - Gadsme SSP Services Special Terms

Preface

The Publisher will have the choice to set up the following Ad Sources on the Platform:

Implementation and Operation

The Gadsme SSP Service is based on Gadsme’s proprietary software which is made available to the Publisher through the Platform. The SSP Service enables the Publisher to monetize its advertising inventory through different ad sources that are directly chosen, set up and managed on the Platform (“Ad Sources”) and also to display cross-promotional Ads for its own games portfolio within Publisher’s agreed contractual Properties.

The Publisher undertakes: (i) to install the technical elements provided by Gadsme that are necessary for the use of the SSP Service and Managed Ad Network services and provide the information necessary for the creation of an account to enable the Publisher to access to the Platform and the SSP and Managed Ad Network Services; (ii) to use the Platform to establish the broadcast criteria for its advertising campaigns, including but not limited to capping, volume, choosing pricing floors if any, determining the type of devices on which advertisements are delivered via the Platform, blocking selected advertisers, if desired.

Fees

Direct Campaigns sold to advertisers by the Publisher and displayed through the Gadsme Platform

The applicable fees are as follows (or otherwise into the Term Sheet or by email between the parties, the currency being agreed between the parties):

For display ad format, an impression is counted when the advertising is viewed by the end-User according to the proprietary viewability method designed by Gadsme. For video formats, an impression is counted when the advertisement begins to play (“Video Start”). In this case, one video impression is equivalent to one Video Start.

For each calendar month in which Ads have been served using the Services, the Publisher shall declare to Gadsme the amount in USD of the CPMs of Ad campaigns sold and that are displayed during that month through the Gadsme Platform. Gadsme shall issue an invoice to Publisher setting out the amount of the fees earned with respect thereto (14% x CPM x number of ad displayed). Gadsme would then have the right to audit Publisher’s book in case of disagreement between standard market Ad campaign prices and the amount declared by the Publisher.

The Publisher shall pay all Gadsme’s invoices in full within 60 days end of the month.

The Parties agree that the Publisher is responsible for invoicing the buyer of its Ad Space directly and the buyer is solely responsible for paying for any Ad Space purchased from Publisher.

Backfill Campaigns

The Publisher has the capabilities to display Back-Fill Campaigns using the Gadsme SSP Services. Back-Fill Campaigns will be distributed when no direct campaigns sold by the Publisher nor Gadsme Managed Ad Network Campaigns nor Cross Promo Campaigns are available. No brand advertising nor Cross Promo is allowed for Back-Fill Campaigns.

A technical fee equal to 4% of revenues generated by the Publisher will be invoiced monthly to the Publisher by Gadsme. Back-Fill campaigns will be accounted as if they were brand campaigns sold at $0.2 CPM for Display format and $0.8 for Video Format.

For display ad format, an impression is counted when the advertising is displayed to the end-User.

For the video formats, an impression is counted when the advertisement begins to play.

Invoicing

After the end of each calendar month:

(i) If any, Publisher will declare to Gadsme the accumulated amount in USD of Direct Ad campaigns displayed using the Gadsme Platform during the month or Publisher declares CPMs of sold Campaigns so Gadsme can calculate its Fees as Gadsme will then be responsible for calculating the number of ad displayed to players;

and (ii) Gadsme will invoice Publisher in US Dollars for Gadsme Fees due through the direct Campaigns sold to Advertisers directly by the Publisher and displayed using the Gadsme Platform as well as for the Fees due to display Back-Fill Campaigns.

Each Party shall pay to the other Party any Gadsme Fees or Publisher Fees, as the case may be, within sixty (60) days after the date of the applicable invoice.

All prices in this Appendix are shown without VAT and/or Taxes. VAT and Taxes shall be added if they apply.

Appendix 3 - Gadsme Managed Ad Network Services Special Terms

Implementation and Operation

The Gadsme Managed Ad Network Services allow Gadsme to purchase the Publisher Ad Space and place Demand Ads through Gadsme’ Platform.

For the purpose hereof, the Demand Ads come from Gadsme Buyer Partners that Gadsme brings together to purchase the Publisher Ad Space and place the Demand Ads on the Publisher Ad Space as made available on the Platform (“Gadsme Ad Network”).

Where the Publisher has subscribed to the Gadsme SSP Services, the Publisher will always grant Gadsme Demand first look priority.

Fees

Purchase by Gadsme of Ad Spaces in Publisher’s Properties.

The Revenues generated by the purchase by Gadsme of Ad Spaces are stated in USD. The Revenues are displayed in the Gadsme’s Dashboard under the “Dashboard Tab” as “Revenues”.

The amounts due to Publisher (the “Publisher Fees”) for impressions generated through the Gadsme Managed Ad Network Services and the amounts due to Gadsme (the “Gadsme Fees”) for impressions generated through the Gadsme Managed Ad Network Services shall be determined in the applicable Term Sheet. The Parties may change such fees from time to time by mutual written agreement.

«Transaction Revenues» means the amounts actually received by Gadsme from advertisers, agencies, demand partners, or Gadsme Buyer Partners for advertising displayed on the Publisher Properties, less any of the following to the extent applicable: (i) agency commissions; (ii) demand-side platform fees, exchange fees, or other programmatic transaction fees; (iii) technical serving or measurement fees charged by third-party technology providers; (iv) refunds, credits, or chargebacks issued to advertisers; and (v) taxes, duties, or similar governmental charges required to be collected or remitted by Gadsme.

For the avoidance of doubt, the allocation of Transaction Revenue between Publisher Fees and Gadsme Fees shall be as set out in the applicable Term Sheet.

The Parties agree that Gadsme will be responsible for billing and collecting from the buyers of the Publisher Ad Space with respect to impressions generated through the Gadsme Ad Network Managed Services.

For display ad format, an impression is counted when the advertising is displayed to the end-User. For the video formats, an impression is counted when the advertisement begins to play (“Video Start”). In that case, one video impression is equivalent to one Video Start. For the audio formats, an impression is counted when the advertisement begins to play (“Audio Start”). In that case, one audio impression is equivalent to one Audio Start.

Gadsme is exclusively responsible for the payment of fees due for the placement of Demand Ads through the Gadsme Managed Ad Network Services.

Questions regarding any measurements and numbers necessary to calculate/issue an invoice must be submitted to Gadsme in writing within 2 months after the end of the calendar month to which such invoice relates or any right to raise any dispute is deemed waived.

Gadsme can hold or withhold any payment due for Demand Ads where Gadsme has not received payment from the Gadsme Buyer Partner for any reason.

Revenues on the Gadsme Dashboard are expressed without VAT and/or Taxes.

Appendix 4 - Gadsme Cross Promo Services Special Terms

Implementation and Operation

The Gadsme Cross Promo Services allow the Publisher to display Cross Promo Ads (for their own other Properties) through the Gadsme’s Platform. A Cross Promo Campaign comprises one or several creatives, all promoting other Properties of the Publisher.

Cross Promo Campaigns can only be for promoting the Publisher’s Properties in which either:

Display Creatives weight for Cross Promotion shall always be inferior to 3 MB.

Video Creatives weight for Cross Promotion shall always be inferior to 15 MB. And bitrate for video shall always be inferior to 800kb/s.

Fees

The fees are calculated on a cross promo campaign basis, either on a:

The price for such Cross Promo Services shall be agreed in advance between Gadsme’s Publish account representative and Publisher’s representative. All Cross Promo Campaign parameters can be set either through the Gadsme Dashboard or sent via an email to the Publisher’s account representative at Gadsme.

Invoicing

After the end of each calendar month:

(i) If no SDK is present at the Publisher’s Property, Publisher will declare to Gadsme the number of installs attributed to the cross-promo campaign during the month. Gadsme would have the right to audit Publisher’s book to verify Gadsme’s installs attribution number. If a SDK is present at the Publisher’s Property, then Gadsme will calculate the number of installs attributed to the cross-promo campaign during the month.

(ii) Then, Gadsme will, at his own discretion, either

Each Party shall pay to the other Party any Gadsme Fees or Publisher Fees, as the case may be, within sixty (60) days after the date of the applicable invoice.

Appendix 5 - Fraudulent Traffic

For the purposes of this Agreement, “Invalid Traffic” or “Fraudulent Traffic” includes, without limitation:

  1. Datacenter Traffic Traffic originating from IP addresses identified as belonging to data centers, cloud hosting providers, or non-residential infrastructure. Such traffic is classified as non-human as it does not originate from a legitimate end-user device or residential network. For that purpose, Gadsme takes the following external data base of datacenters: https://ipapi.is/hosting-detection.html.
  2. App Spoofing Traffic where the User-Agent string contains indicators of browser engine misrepresentation on mobile devices (e.g., desktop browser engines falsely declared on iOS). This pattern is associated with fraudulent inventory misrepresentation, where the originating application or environment is disguised to appear as a different one.
  3. Delisted Application Traffic originating from an application that has been flagged and removed from the active inventory pool. Impressions served within delisted applications are considered invalid as the application no longer meets the platform’s quality or compliance standards.
  4. IP Obfuscation Traffic where the IP address observed at impression rendering time differs from the IP address recorded at ad request time, and the two IP addresses belong to different Autonomous Systems (network operators). This discrepancy indicates the use of proxies, VPNs, or IP masking techniques between the ad request and the ad impression, suggesting non-genuine user activity.
  5. User-Agent Mismatch Traffic where the User-Agent fingerprint recorded at ad request time does not match the User-Agent observed at impression rendering time. This inconsistency indicates that the impression was rendered in a different browser or device environment than the one that originally requested the ad, a pattern associated with traffic manipulation or replay attacks.
  6. Blank User-Agent Traffic where the HTTP User-Agent header is absent or empty. Legitimate end-user devices and applications are expected to transmit a valid User-Agent string. The absence of this identifier is indicative of automated or non-browser-based traffic.
  7. Device ID Stuffing Traffic where a single advertising device identifier (e.g., IDFA, GAID) is observed across an abnormally high number of distinct IP addresses (threshold: 20 or more unique IPs within a 24-hour period). This pattern is indicative of device identity spoofing or reuse of a single device identifier across a bot network.
  8. High-Risk IP Address Traffic where a single IP address is associated with an abnormally high number of distinct advertising device identifiers (threshold: 20 or more unique device IDs within a 24-hour period). This pattern is indicative of a click farm, device farm, or automated traffic generation from a single network origin.
  9. Location Obfuscation Traffic where the geographic location derived from the IP address at impression rendering time is more than 200 kilometers away from the location recorded at ad request time, while remaining within the same Autonomous System. This discrepancy suggests location data manipulation or the use of geographically distributed proxy infrastructure.