Supply Partner's General Terms and Conditions

The General Terms and Conditions (“General Terms and Conditions”, “GTC”), 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 (“Supply Partner”, “Company”). Gadsme and the Supply Partner are referred to individually as a “Party” or collectively as the “Parties”. the Term Sheet including the Special Terms, the General Terms and Conditions, the Supply Side Data Protection Addendum and related Appendixes and 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

The General Terms and Conditions apply to Gadsme’ advertising solutions that enable the Supply Partner to monetize its ad inventory. Gadsme’ advertising solutions consist of the “Gadsme DSP Services” (each a “Service” and/or the “Services”). The Services will be provided in accordance with the Term Sheet and the applicable Special Terms, the General Terms and Conditions and the Data Protection Addendum.

Gadsme hereby agrees to provide services to Company (collectively, including the Sub-Supply Partner Services (as defined below), the Services which may include, as mutually agreed: integrating the Gadsme Platform with the Supply Partner Properties directly to allow SSPs and/or DSPs to purchase Ad Inventory; (ii) integrating Gadsme Library with the Supply Partner Properties to allow SSPs and/or DSPs to purchase Ad Inventory; and/or (iii) integrating the Gadsme Platform with one or more of Company’s Sub-Supply Partners through which Company (or Sub-Supply Partners on Supply Partner’s behalf) may make Ad Inventory available for purchase by SSPs and/or DSPs connected to the Gadsme Platform (serwvices in this clause 1.2 (iii), collectively, the Sub-Supply Partner Services.

The Parties will agree in writing (email to suffice) on: (A) the specific Services to be provided; and (B) the Supply Partner Properties in respect of which they will be provided. Additional Services may be added at any time subject to mutual agreement of the Parties confirmed in writing (email to suffice) on the terms of this GTC. As part of the Services, Gadsme will provide reporting to the Supply Partner and/or Sub-Supply Partner as appropriate.

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 notification for an advertisement to be displayed on an Ad Space made available to Gadsme by the Supply Partner and/or its Sub-Supply Partners;

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 Supply Partner;

Ad Unit (s) or Ad Space (s) means any 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 Supply Partner Properties;

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

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

Bid Request means the notification by GADSME to SSPs and/or DSPs of the availability of Ad Inventory for sale via the GADSME Platform in accordance with a particular Ad Request; Bid means a response to a Bid Request, submitted to the GADSME Platform by a SSP and/or a DSP, that will be entered into the auction for the applicable Ad Inventory;

Demand Ads means Ads from Gadsme Buyer Partners;

Dashboard means the financial and reporting interface made available through the Gadsme Platform.

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

DSPs or “SSPs” mean all persons (including clients, agencies, advertisers, groups of advertisers and/or demand-side platforms and/or supply-side platforms that submit Bids to purchase Ad Inventory via the Services;

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.

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 Supply Partner Ad Space and place Demand Ads on Partner Ad Space available through the Platform;

Gadsme Platform means Gadsme advertising exchange platform, including all related technology, software, tools, infrastructure and the Gadsme SDK and Gadsme Library, that allows DSPs to purchase online media inventory, including Supply Partner’s Ad Inventory;

Gadsme Library means a JavaScript library an/or Tags that allows Publishers to place Gadsme code in the header or related sections of their Properties, allowing demand sources (which may include both DSPs that have been sourced by Gadsme and DSPs that have not been sourced by Gadsme) to submit Bids for Ad Inventory, prior to any ad server callout, simultaneously and at the same level of priority;

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

Gadsme DSP Services means services provided by Gadsme that enable the Supply Partner to monetize its advertising inventory through different ad sources and/or DSPs;

Supply Partner Data means data that is collected by Gadsme or Gadsme Buyer Partners through the Gadsme Library, SDK or any other tracking technology on the Supply Partner’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);

Properties means those websites, mobile websites and sites, mobile applications, mobile games, PC games, PC applications, MAC games, MAC applications or console games owned and/or operated by Supply Partner, or for which Supply Partner has authority to sell Ad Inventory or otherwise use the Services and/or to authorize Sub-Supply Partner(s) to do such things on Company’s behalf; and

Publisher means the owner of the websites, mobile websites and sites, mobile applications, mobile games, PC games, PC applications, MAC games, MAC applications or console games that have directly or indirectly granted the right to the Supply Partner to sell directly or indirectly its Ad inventory;

Services means the Gadsme DSP Services;

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

Sub-Supply Partner means the owner and operator of a Sub-Supply Partner Platform to whom Supply Partner has granted all necessary rights and authority to sell Supply Partner Ad Inventory to DSPs through a connection between the Gadsme Platform and the Sub-Supply Partner Platform;

Sub-Supply Partner Agreement(s) means any agreement(s) in place between a Sub-Supply Partner and Supply Partner relating to such sale of Company Ad Inventory;

Sub-Supply Partner Platform means a Sub-Supply Partner’s platform that interacts with the Gadsme Platform to enable DSPs to bid on and purchase Ad Inventory;

Sub-Supply Partner Products means, collectively, all ad serving technology solutions provided by a Sub-Supply Partner to Supply Partner pursuant to the Sub-Supply Partner Agreement(s) between Supply Partner and that Sub-Supply Partner, which may include, for example: (i) Google’s Open Bidding and/or AdMob; and (ii) Amazon’s Transparent Ad Marketplace and/or Unified Ad Marketplace.

Tag means code that must be placed on Properties to call and display Ads;

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

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

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

3. Implementation and Operation

3.1 Technical specifications and implementation

The Supply Partner shall comply with the technical requirements provided by Gadsme to use the Platform, which will include without limitation, the use of Gadsme Library or any other placement/tracking technology as well as any technical requirements communicated by Gadsme from time to time.

3.2 Broadcasting and implementation conditions

Supply Partner and/or Sub-Supply Partners (as applicable) shall access the Services and reporting related to the Services via the Gadsme user interface (UI). The Parties shall use commercially reasonable efforts to, as applicable: (i) complete the integration of the Gadsme Platform with the Supply Partner Properties and/or the Sub-Supply Partner Platforms by such date as may be agreed to by the Parties in writing (email to suffice); and (ii) agree in writing (email to suffice) on the Sub-Supply Partner Products in respect of which the Sub-Supply Partner Services shall be made available. At any time during the Term, Supply Partner and/or Sub-Supply Partners may designate Supply Partner Properties to be integrated with the Gadsme Platform (including via a Sub-Supply Partner) and the Services Company wishes to receive in connection with those Supply Partner Properties. Subject to written agreement of the Parties (email to suffice), Gadsme will provide such Services in respect of such Supply Partner Properties, on the terms of this GTC.

Supply Partner hereby acknowledges and agrees that, as applicable: (i) Gadsme’s ability to provide the Sub-Supply Partner Services through one or more Sub-Supply Partners depends upon Company entering into appropriate Sub-Supply Partner Agreements; (ii) it (or a Sub-Supply Partner on its behalf) is solely responsible for: (A) configuring the Gadsme Platform via the UI to control and submit Ad Requests; (B) acquiring, installing and maintaining all connectivity, hardware, software and other equipment as may be necessary for it to: (x) connect to, access, and use the UI and the Services; and (y) display the Ads; and (iii) nothing contained in this GTC shall prohibit or limit Gadsme ’s right to provide services or products to other parties.

Flow-Down Compliance. The Supply Partner shall ensure that any Sub-Supply Partner, upstream Publisher, reseller, or other inventory source 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, traffic quality, fraud prevention, and compliance with Applicable Laws.

Consent Verification. The Supply Partner 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 Supply Partner 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 Supply Partner 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 Supply Partner if Gadsme reasonably believes that consent requirements are not being complied with.

Traffic Quality. The Supply Partner 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 Supply Partner 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 Supply Partner 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.

The Supply Partner shall remain fully liable vis-à-vis Gadsme for any act or omission of any Sub-Supply Partner or upstream inventory source.

Gadsme may provide Supply Partner, or Sub-Supply Partners on Supply Partner’s behalf, without any further charge to Supply Partner, with all updates (comprising general bug fixes and minor enhancements) and upgrades (comprising enhancements and major functionality changes) for the Gadsme Platform reflecting improvements made to the underlying technology upon the implementation of such updates and upgrades to the Gadsme Platform. Gadsme may occasionally need to suspend the reporting functionality of the Gadsme Platform and/or the UI for maintenance. Gadsme shall use commercially reasonable efforts to provide Supply Partner with advance notice of any such suspension.

The Supply Partner 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 Partners Properties.

If the Supply Partner 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. Access to the Platform

Gadsme grants to the Supply Partner and individuals employed and designated by the Supply Partner (“Users”) access to the Platform using the username and a password Gadsme communicates to the Supply Partner or that the Supply Partner itself creates when opening its account on the Platform (“Identification Data”). The Identification Data is confidential and may only be changed directly by the Supply Partner or, at its request, by Gadsme. The Supply Partner 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 Supply Partner. The Supply Partner 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 Supply Partner must register on the Platform and provide all information requested during the registration process. The Supply Partner 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 Supply Partner. The Supply Partner shall register at least one Property on the Platform. The Supply Partner may register more than one Property on its administration space.

5. Use of the Platform

Supply Partner agrees not to directly or indirectly:

• use the Platform in any manner other than as expressly stipulated in this Agreement;
• modify or attempt to modify by any means, the Platform and/or the content and format of the Ads;
• include the Ads served through the Platform in any locations other than the Properties, unless agreed in writing by Gadsme;
• include on its owned and/or operated Properties any material, by any means whatsoever, including any content, that is illegal or otherwise contrary to any applicable law, regulation, directive, guideline or order, including without limitation any misleading, unethical, obscene, defamatory, deceptive, gambling related or hateful content, or content infringing a third party’s intellectual property rights or give access via hyperlinks to any sites containing such content;
• use the Platform, or the components therein, for fraudulent or harmful purposes;
• generate or encourage any third party to engage in activities that artificially inflate clicks, views or impressions through any deceptive implementation methods, or through use of artificial or non-human traffic, including without limitation, the use of bots or automated tools, or through any other fraudulent means;
• Integrate by any means software viruses, worms, Trojan horses or other harmful computer code into the Platform or otherwise interfere with or disrupt the integrity or performance of the Platform.
• Request from, or display Ads within pop-over or pop-under windows, in or through a downloadable browser-based application, or in or through an email;
• use any software application that is downloaded to users’ devices to drive traffic to any game on which Ads appear unless the application has been formally approved by Gadsme
• mask the true user agent or IP address of a user;
• alter the consent string;
• generate requests through insecure or deceptive links or redirects;
• display anything that may obscure any portion of an Ad or strip, block, or filter Ads by any means or in any way prevent or inhibit the display of Ads in whole or in part; or
• Install any program on a user’s device or replace a user’s home page, without the user’s express and informed prior consent. Any DVA Impression generated in violation of this Section 6 shall not be counted for purposes of calculating any compensation owed to Publisher.

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 Supply Partner’s statutory rights, the Supply Partner is prohibited from:

• licensing, sublicensing, selling, assigning, distributing or otherwise commercially exploiting or making available to any third party the Gadsme Platform and/or the Gadsme Library including advertisements derived from the Platform, the SDK and/or any Tags;
• modifying, adapting, translating, preparing or creating derivative works from the Platform (including its content), Tags, other Gadsme software, or documentation;
• engaging in reverse engineering, decompilation, disassembly or otherwise attempting to derive source code from the Gadsme Platform, the Gadsme Library the Tags, Gadsme’ other software, or documentation
• accessing the Platform to: (a) develop a competing product or service; (b) develop a product that uses the same ideas, characteristics, features or graphical elements as the Platform; or (c) copy the ideas, characteristics, features or graphical elements of the Platform; or
• using any data mining, screen scraping or similar data gathering and extraction tools.

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

• holds the necessary and requisite rights to the Properties and content appearing therein; and
• can use the Properties for the purposes of the Agreement.

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

In addition, the Supply Partner agrees to:

• follow the advice and recommendations of Gadsme concerning the use of the Platform; and
• inform Gadsme as soon as possible of anything that could affect the Supply Partner’s ability to comply with the terms of this Agreement
• The content of the Property(s) does not to Supply Partner’s knowledge violate any applicable laws or regulations, including without limitation those relating to advertising, gambling, competitions, and consumer protection;
• The content of the Property(s) does not to Supply Partner’s knowledge violate the rights of any person or entity, including without limitation any intellectual property or other proprietary right, any right of privacy, or by being defamatory;
• The content of the Propertie(s) does not to Supply Partner’s knowledge promote, encourage or incite violence, hatred or discrimination, promote extremist or terrorist views or promote or disseminate so called “fake news” and Supply Partner shall use best endeavours to ensure the same.
• Supply Partner does not knowingly promote or facilitate on the Propertie(s) any activities that are illegal under applicable law or that infringe the rights of any person or entity, including without limitation the pirating of copyright works, or hacking or other unauthorised access to or modification of devices.
• Supply Partner shall operate a “notice and takedown” policy in accordance with good industry practice that complies with applicable laws in respect of unlawful activity or information on the Property(s) of which Supply Partner gains knowledge or awareness;
• Supply Partner complies with the latest version of the Trustworthy Accountability Group Brand Safety Guidelines. The latest version of the TAG Brand Safety Guidelines is online at https://www.tagtoday.net/brand-safety

Supply Partner hereby grants Gadsme the right to sell and have sold Advertising on the Supply Partner’s Properties, to insert such Advertising during the Term, including the right access or call to the Supply Partner’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 Supply Partner’s Properties. Furthermore, Supply Partner hereby grants Gadsme and it’s advertising clients the right to list the Supply Partner’s Properties in pitch materials to prospective advertisers, to report such Supply Partner’s Properties as being part of Gadsme’s advertising inventory network, and to use Supply Partner’s trademarks and logos and images of the Supply Partner Properties in connection with exercising the foregoing right.

The Supply Partner shall comply with all Gadsme policies relating to the use of the Gadsme 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 Supply Partner 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 Supply Partner.

6. Price, Invoicing and Payment Terms

Gadsme shall pay to Supply Partner or, where applicable and subject to clause 6.3 below, the applicable Sub-Supply Partner, as an amount equal to the Net Advertising Revenues as shown on the Gadsme Dashboard (UI). Revenue collected by Gadsme for sales of Supply Partner’s Ad Inventory through each of the applicable Services are originated via: (i) open marketplace transaction; and (ii) private marketplace transaction.

The amount due and payable by Gadsme under this clause is referred to below as the Revenue Share. Gadsme will operate on a flexible Revenue Share model where the Gadsme’s share of the Adjusted Gross Revenue (the “Revenue Share”) shall not be fixed and may vary from time to time. The applicable Revenue Share percentage or structure may differ across transactions, campaigns, inventory types, demand sources, or time periods, and may be adjusted by Gadsme in its sole discretion provided that such determination is made in good faith and in accordance with prevailing market practices.

Supply Partner acknowledges and agrees that there are two (2) possible payment methods for Sub-Supply Partner Services: (i) Gadsme will remit the applicable Revenue Share to Supply Partner; or (ii) Gadsme will remit the applicable Revenue Share to Sub-Supply Partner. If subsection (ii) applies: (A) the applicable Sub-Supply Partner is responsible for remitting corresponding amounts owed to Supply Partner (as determined by the applicable Sub-Supply Partner Agreement); and (B) Gadsme has no responsibility for payment obligations to Supply Partner for sales of Ad Inventory through the Sub-Supply Partner. The relationship of the respective Parties with each Sub-Supply Partner will determine which of the above payment methods applies, and the Parties will in writing (email to suffice) confirm this matter in respect of each Sub-Supply Partner.

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 Supply Partner that are attributable to Invalid Traffic or Fraudulent Traffic, , including any amounts payable to the Supply Partner, as reasonably determined by Gadsme based on its internal systems and/or third-party verification providers as described in Appendix 2.

Gadsme shall provide the Supply Partner 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 2 (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 Supply Partner.

The Parties intend that Gadsme only remit amounts of Revenue Share corresponding to amounts of Gross Advertising Revenue it has actually collected from DSPs for Ad Inventory sold on the Supply Partner Properties pursuant to this MSA. In the event that Gadsme has remitted Revenue Share to Supply Partner or Sub-Supply Partner but has not received the corresponding amounts of Gross Advertising Revenue (because of, for example, invalid or fraudulent traffic, discrepancies in billing numbers and/or uncollected accounts), Gadsme may, as permitted by Gadsme’s agreements with Sub-Supply Partners, and as applicable: (i) withhold such amounts from the Revenue Share until they are collected; (ii) set off such amounts against future Revenue Share or other amounts payable by Gadsme to Company or Sub-Supply Partner; or (iii) require Company to pay (and Company will pay within thirty (30) days of receiving notice) an amount equal to any amounts remitted to Company in respect of which the corresponding Gross Advertising Revenue has not actually been collected. Gadsme will use commercially reasonable efforts to collect all Gross Advertising Revenue due.

Invoicing and Auto-Invoicing

The Supply Partner may either: (i) issue an invoice to Gadsme based on the definitive revenues displayed on the Gadsme Dashboard; or (ii) approve an auto-invoice (“Auto-Invoice”) generated by Gadsme through the Gadsme Dashboard. Gadsme shall generate any applicable Auto-Invoice within ten (10) days following the end of each calendar month based on Gadsme’s statistics and measurements.

Each Auto-Invoice shall be made available to the Supply Partner through the Dashboard and shall be downloadable by the Supply Partner for its accounting purposes.

Validation of an Auto-Invoice by the Supply Partner through the Dashboard shall constitute definitive and irrevocable acceptance of the amounts stated therein. Following such Validation, the Supply Partner shall no longer be entitled to dispute, challenge, or make any claim regarding the validated Auto-Invoice. Where the Supply Partner issues its own invoice, such invoice must be based exclusively on the definitive revenues displayed on the Dashboard.

Gadsme shall process payment within sixty (60) days following (i) receipt of a valid invoice issued by the Supply Partner; or (ii) Validation of the applicable Auto-Invoice by the Supply Partner, subject to any contrary terms in Gadsme’s agreement with a particular Sub-Supply Partner, in which case such agreement governs in respect of applicable payments.

The Supply Partner expressly authorizes Gadsme to issue self-billed invoices on its behalf in accordance with applicable tax and accounting regulations. The Supply Partner 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 Supply Partner 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 Supply Partner. Revenues may be adjusted by Gadsme until 60 days after the end of the relevant month. The definitive revenues and statistics displayed on the Dashboard after final adjustment by Gadsme shall be final and binding for invoicing and payment purposes. 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.

Any amount relating to an Auto-Invoice that remains neither validated nor formally disputed by the Supply Partner within one (1) year following the date on which such Auto-Invoice was made available on the Dashboard shall be permanently forfeited and no longer payable by Gadsme.

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

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

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.

If the difference between the final Gadsme measurement and the Supply Partner measurement exceeds ten percent (10%), the Supply Partner must notify Gadsme within 15 days following the billable month and the Parties will attempt to resolve the discrepancy in good faith. All discrepancies not shared within 15 days following the end of a billable month will be considered as non-existing.

Supply Partner agrees that Gadsme can charge for reasonable transaction fees in addition to the official currency change rate when the payment’s currency to the Supply Partner 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 Supply Partner might also incur a transaction fee. In addition, Supply Partner shall pay all applicable fees, taxes, commissions, transaction fees or the like in connection with such payment.

The Supply Partner acknowledges that the Gadsme Platform is set up in UTC time zone. Supply Partners 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 Supply Partner, who shall be solely liable for their payment.

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

Gadsme in no way promises 100% ‘Inventory Sell Rate’ for an Ad Opportunity sent to Gadsme by Supply Partner. Supply Partner acknowledges and agrees that not all Ad Opportunities provided by Supply Partner 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 Supply Partner.

7. Privacy Policy and Data

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

• disclose: a) the use of third party technology in a manner sufficient to permit the use of Gadsme technology as contemplated herein; and b) the data collection and use by Gadsme resulting from use of the Platform and the Services by Supply Partner;
• include a link to the Gadsme Privacy Policy; and
• where required by law, provide the users of the Properties with appropriate notice and choice mechanisms that comply with relevant laws and regulations.

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 Supply Partner authorizes Gadsme to collect, use, analyze and process the Supply Partner Data:

• to perform the Agreement;
• as part of its business operations, to operate, manage, test, maintain and enhance the Gadsme technology, Gadsme Service, Platform and other Gadsme products, programs and/or service, including as part of its re/targeting capabilities, to serve interest-based Ads to users. to combine the Supply Partner Data with other sourced data including Gadsme Data; and
• to share the Supply Partner Data with its Gadsme Buyers Partners.

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.

8. 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 Supply Partner is the sole owner of all intellectual property rights in and to the Supply Partner’s Data.

Gadsme grants to the Supply Partner 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 Supply Partner grants to Gadsme (including Gadsme’ affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce and represent the Supply Partner trademarks and logos on all documentation promoting the Platform.

9. Term and Termination

9.1 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.

9.2 Termination of the Agreement

This Agreement may be terminated by either Party:

• if the other Party materially breaches a provision of this Agreement and fails to cure such breach within ten (10) business days after receiving written notice of such breach from the non-breaching Party;
• immediately if the other Party: (a) ceases or threatens to cease to carry on its business; (b) is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; (c) convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or (d) files for bankruptcy, (iii) on the 90th day after the other Party has filed against it an involuntary bankruptcy proceeding that remains undismissed ninety (90) days after the filing thereof; or
• on the occurrence of a Force Majeure event that has continued for a minimum period of two (2) months
• for convenience upon twenty (20) days prior written notice of termination has been sent to the legal representative of the other Party.

9.3 Consequences of Termination

On termination of the Agreement for any reason:

• all rights granted to the Supply Partner under this Agreement shall cease;
• the Supply Partner shall cease all activities authorised by Gadsme under this Agreement;
• any sums due to a Party under this Agreement shall immediately become due and payable; and
• the Supply Partner shall immediately destroy or return to Gadsme (at Gadsme’ option) any copies of Gadsme’ proprietary software then in its possession, custody or control and, in the case of destruction, certify to Gadsme that it has done so.

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.

10. Representations and Warranties

Each Party represents and warrants that:

• it has full capacity and authority to enter into and to perform this Agreement;
• once executed, this Agreement is legally binding upon it and enforceable in accordance with its terms;
• the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; and
• it will perform its obligations under this Agreement in compliance with all applicable laws, rules, and regulations, including applicable data protection and privacy laws and regulations.

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.

11. Indemnities

Subject to section 11.3, Gadsme agrees to defend the Supply Partner 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 Supply Partner in accordance with the terms of the Agreement. Gadsme agrees to indemnify the Supply Partner for settlement amounts or damages, liabilities, costs and expenses (including reasonable legal fees) awarded and arising out of such claims.

Subject to section 11.3, the Supply Partner agrees to defend Gadsme against any claim by a third party that is related to the Supply Partner’s breach of any express representation or warranty in the Agreement or any breach of section 6. The Supply Partner agrees to indemnify Gadsme for settlement amounts or damages, liabilities, costs and expenses (including reasonable legal fees) awarded and arising out of such claims.

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

• the indemnified party provides prompt written notice of the claim and reasonable cooperation, information, and assistance in connection therewith; and
• the indemnifying party shall have the sole control and authority to defend, settle or compromise such claim, but shall not make any settlement without the indemnified party’s written consent (not to be unreasonably delayed, conditioned or withheld).

12. 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 12.1, 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:

• INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA OR THE COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES;
• SPECIAL DAMAGE EVEN IF THE OTHER PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGE COULD ARISE;
• LOSS OF BUSINESS;
• LOSS OF REVENUES;
• LOSS OF PROFITS; OR
• LOSS OF OR DAMAGE TO GOODWILL;
• SUPPLY PARTNER’S FAILURE TO PROVIDE GADSME WITH ACCURATE ACCOUNT INFORMATION;

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 12.1, 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 SUPPLY PARTNER ACKNOWLEDGES AND ACCEPTS THE RISK THAT:

• THIRD PARTIES MAY GENERATE IMPRESSIONS, CLICKS, VIEWS OR TAKE OTHER ACTIONS FOR FRAUDULENT OR IMPROPER PURPOSES WHICH WOULD AFFECT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT; AND
• ADVERTISEMENTS MAY BE WRONGFULLY IDENTIFIED AND PLACED ON PROPERTIES, WHETHER ON ACCOUNT OF THIRD-PARTY NEGLIGENCE, WILLFUL ACTION, OR A FAILURE OF THE PLATFORM; AND
• ADVERTISEMENTS FOR PRODUCTS AND SERVICES MAY BE PLACED ON A PROPERTY NEXT TO OTHER ADVERTISEMENTS FOR COMPETITORS OF SUCH PRODUCTS OR SERVICES.

GADSME SHALL HAVE NO LIABILITY TO THE SUPPLY PARTNER FOR ANY OF THE FOREGOING AS WELL AS THE CONTENT OF THE ADS PLACED ON THE PROPERTIES.

FOR THE AVOIDANCE OF DOUBT, LIABILITY RELATING TO PERSONAL DATA SHALL BE GOVERNED BY SECTION 9 OF THE DPA.

13. 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:

• is or becomes available in the public domain independent of any fault of the receiving party;
• is known to the receiving party prior to the disclosing party divulging it;
• is legitimately received from a third party not subject to a confidentiality obligation; or
• must be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (in which case it can be disclosed only insofar as required and after the receiving party informs the disclosing party that it has received a request for disclosure, where legally permitted).

Each of the Parties agrees to:

• keep confidential any Confidential Information that it receives from the other Party, and exercise at least the same degree of care as it does to protect its own Confidential Information;
• not disclose any Confidential Information of the other Party without the other Party’s prior express consent to any third party whatsoever; other than its employees, representatives, affiliate companies who need to know the information in order to perform duties under the Agreement; and
• use the other Party’s Confidential Information only to exercise its rights and fulfill its obligations under the terms of the Agreement.

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 partnership between Gadsme and the Supply Partner. Supply Partner 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. Supply Partner grants the right to use its name in Gadsme’s commercial presentations.

14. 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.

15. 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.

16. 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.

17. Miscellaneous

Gadsme and the Supply Partner 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, Supply Partner, 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:

• when delivered personally; or
• when sent by confirmed fax or other electronic means; or
• 3 (three) days after sending by registered post with proof of delivery; or
• 1 (one) day after deposit with a national overnight courier with written proof of receipt.

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.

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:

• Term Sheet
• Gadsme DPA
• General Terms and Conditions

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 Purchase Order.

Said Gadsme entity shall issue Auto-Invoices where applicable in accordance with the Agreement and shall bear all related payment 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.

Appendix 2 - 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.

Gadsme reserves the right to update fraud detection methodologies from time to time based on evolving industry standards and fraud prevention practices.