TERMS AND CONDITIONS

Effective Date: January 16, 2020

YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU ARE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY OR STATE OF RESIDENCE. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND CARRY OUT THESE TERMS AND CONDITIONS, AND IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLOSE THE PAGE, AND YOU WILL BE UNABLE TO USE THE SERVISES AND SITE.

THIS AGREEMENT AND ANY POLICY OR GUIDELINE OF THE SERVICE MAY BE MODIFIED BY US IN OUR SOLE DISCRETION AND APPLICABLE LAW AT ANY TIME. ALL AMENDMENTS SHALL BE IN FORCE FOLLOWING THE DATE OF PUBLICATION ON THE SITE WWW.MIRELIA.CO. IT IS YOUR RESPONSIBILITY TO CHECK OUR SITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF OR ACCESS TO OUR SITE FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

These Terms and Conditions (the “Terms”) are entered into by and between the Mirelia Networks (“Advertiser”) and ("Partner") as they defined in the relevant Insertion Order (the “IO”) attached hereto, also referred to herein jointly as the Parties and each individually a Party, and supersedes any and all prior agreements, whether written, oral, express, or implied, between the Parties (the IO, together with these Terms, the "Agreement").

The Terms shall also govern any IO that may be entered into from time to time by the Publisher and Advertiser. In the event of any inconsistency between the terms of the IO and these Terms, the terms of the IO shall prevail.

Supplemental terms, policies or documents that may be posted at the site from time to time are hereby expressly incorporated herein by reference and are made a part of the Terms.

BACKGROUND

The Partner is in the business of digital marketing carrying on its activities either through its own direct efforts, or operating an affiliate network comprised of third-party marketers by and through which the Partner has the contractual right to display or deliver advertisement.

The Advertiser is in the business of the website’s operation, wishes to place advertisements on the Internet and to engage the Partner for this purpose.

NOW, THEREFORE, as and for a good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to be legally bound as follows:

  1. DEFINITIONS AND INTERPRETATION
    1.1. In this Agreement:
    1.1.1. "Ad" means advertising provided by Advertiser.
    1.1.2. "Adware" means any application that (i) causes advertising to pop-up as a new window (over or under the active window) on the user's computer either randomly or based on the user's online activity (other than advertisements a web site serves to users to such site's own domain while those users are visiting or exiting such domain), or (ii) is used to distribute Spyware, in each case regardless of whether the user consented to install such application.
    1.1.3. "Affiliate" means each of Partner's sub-publishers, affiliates and advertising syndication partners.
    1.1.4. “Insertion Order” or “IO” means an initial document in which the Parties specify the conditions and costs of lead placement under the Terms.
    1.1.5. "Lead" means completion of registration of a unique male or female human Internet users aged 18+ located in the United States, United Kingdom, Australia, Canada, New Zealand or another geography agreed by the Parties (unless otherwise agreed by the Parties) on a web-site designated by the Advertiser after such user has clicked on an Ad Material placed by (or on behalf of) the Partner on a web-site, in each case in accordance with this Agreement.
    1.1.6. "Unit" means the inventory delivered under this Agreement (e.g., Leads, clicks, impressions, or other desired actions).
    1.1.7. “Site” means web-site mirelia.co.
    1.2. For purposes of this Agreement, capitalized terms used and not defined in this Section 1 shall have the respective meanings ascribed to them in other clauses of the Agreement.
    1.3. In the Agreement, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision.
    1.4. The Section headings do not affect the interpretation of the Agreement.
  2. CAMPAIGN AND AD MATERIALS
    2.1. Pursuant to the IO, the Advertiser agrees to perform in a workmanlike manner the placement of the Ads in accordance with the specifications described in the IO ("Campaign").
    2.2. Unless specified in the IO, the banners, buttons, text-links, URLs, subject lines and artwork for promotional e-mail, graphic files and/or similar online media (collectively, "Materials") required for the Partner to run the Campaign may be provided by the Advertiser or the Partner.
    2.3. It is expressly understood between the Parties that Partner`s Materials are subject to prior written approval, including via e-mail, by the Advertiser. The Partner declares that it entitled to use its Materials on the basis of copyrights and licenses held and that the use of its Materials does not breach any rights and obligations of third parties. The Partner shall not use Advertising Materials that may cause damages, loss of profits, injury to reputation, and/or loss of goodwill to the Advertiser and shall irrevocably compensate any of those should this be the case.
    2.4. The Partner and its Affiliates shall be prohibited from materially modifying the Advertiser's Materials or the Partner's Materials (collectively, "Ad Materials") without the Advertiser's approval. The file size of the Ad Materials provided by Advertiser may be optimized without Advertiser approval, provided that such optimization does not materially degrade the physical appearance of the applicable Ad Materials. Partner shall be permitted to add necessary footers for CAN-SPAM compliance should Advertiser not include them in their Ad Materials.
    2.5. The Parties declare that copyrights to the Ad Materials, except for those provided by the Provider as requested by the Advertiser, belong exclusively to the Advertiser, both during the term of this Agreement and after termination of this Agreement and in no case shall the Advertiser transfer such copyrights to the advertising materials to the Partner.
    2.6. The Partner will distribute the Ad Materials and market the Campaign using its technology infrastructure. The Partner and its Affiliates (if any) shall make the editorial decisions regarding the placement, positioning and frequency of the Ad Materials distribution and other aspects of the Campaign, as agreed with the Advertiser.
    2.7. Unless specified in the IO, each and every Affiliate may be involved to the Campaign only after the express Advertiser's approval. If the traffic within the Campaign shall be generated by efforts of an internal team of the Partner, the Advertiser shall pre-approve a complete list of relevant team members IDs, who will be involved to the Campaign.
    2.8. The Partner acknowledges and agrees and shall procure the same with regard to the Affiliates that the Partner's Materials approved by the Advertiser (and all rights therein, including, without limitation, copyright) belong to and shall be the sole and exclusive property of the Advertiser since their creation.
    2.9. The Advertiser hereby grants to the Partner and its Affiliates a non-exclusive, limited, revocable license to display, perform, distribute, transmit and copy the Ad Materials in connection with the Campaign as contemplated by the Agreement. Any advertising and marketing rights in and to the Ad Materials not specifically granted to the Partner pursuant to the Agreement are specifically reserved by the Advertiser.
  3. CAMPAIGN RESTRICTIONS
    3.1. The Partner shall ensure that the following limitations are adhered to within the Campaign:
    3.1.1. No using pictures of celebrities, actors/actresses or any other famous people on banners, pre-landers, etc. allowed.
    3.1.2. No rebrokering offers allowed.
    3.1.2. No clickunder or popunder allowed (unless it is permitted by the Manager from Advertiser’s side).
    3.1.3. No SPAM allowed.
    3.1.4. No virus and any associated with fraud, spam email, incentive traffic allowed.
    3.2. It is expressly understood between the Parties that in case of violation by the Partner of any restrictions specified in clause 3.1., the Advertiser reserves the right to withhold any payments due to the Partner.
    3.3. If any sanctions are applied to the Advertiser in connection with the Partner's violation of the restrictions specified in clause 3.1. the Partner agrees to cover any amount of such sanctions.
    3.4. The Partner shall ensure that no electronic mail is being sent to any internet users for the purposes of generating Units from such Internet users (or encouraging them to generate such Units).
    3.5. If the email marketing is applicable in the IO, please review the Email Compliance Annex hereto.
  4. PAYMENTS, TRACKING AND ANTI-FRAUD
    4.1. The Advertiser agrees to pay the Partner for all tracked Units legitimately caused by Campaign placements.
    4.2. The reporting of the Campaign will be based on the number of Units as shown by the tracking system specified in the IO.
    4.3. The Advertiser reserves the right not to pay for any of the following Units:
    4.3.1. That is fraudulent, including without limitation for any Unit that is: (i) generated by a computer script, device, program, robot, or other automated, artificial method; (ii) manually created in bad faith by the Partner or an Affiliate with the direct intent to artificially inflate amounts payable by the Advertiser (collectively, "Fraudulent Units").
    4.3.2. Generated through or as a result of (i) any Adware, Spyware or Drive-by Download applications or (ii) the modification in any manner of the Ad Materials.
    4.3.3. Generated as the result of any incentive, reward or similar program offered by or through the Partner in exchange for such Unit ("Incentivized Units").
    4.3.4. Generated through Affiliates unapproved by the Advertiser (if separately agreed by the parties via email).
    4.3.5. Reasonably believed by the Advertiser to be located outside of the targeting geography specified in the IO.
    4.3.6. Generated by or in connection with any advertisement, web site or application which infringes upon the intellectual property rights of any other third party.
    4.3.7. Which the Advertiser reasonably deems to have occurred in connection with a breach of the terms of this Agreement.
    4.4. The Advertiser (basing on the data from the internal anti-fraud systems, among other things) shall communicate to the Partner about any Unit set forth in Section 4.3 above and provide relevant supporting details (at the discretion of the Advertiser) within 15 calendar days after its generation, otherwise such Unit shall be payable.
    4.5. The necessity of proof that any Unit does not fall within the scope of Section 4.3 above shall lie with the Partner. Advertiser shall provide reasonable evidence of any fraudulent or noncompliant leads to Partner upon request.
    4.6. The date of the initial invoice issuance and the billing schedule shall be specified in the IO.
  5. REPRESENTATIONS AND WARRANTIES
    5.1. Each Party represents and warrants to the other (i) that it has the right, power, and authority (corporate or otherwise) to execute, deliver, perform, and carry out all its actions contemplated by this Agreement; and (ii) that its obligations will be performed in compliance with all applicable privacy and data security laws, rules, regulations, self-regulatory principles and the ethical guidelines, including, but not limited to, European Privacy Laws and/or any corresponding or equivalent national Laws, Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, Children's Online Privacy Protection Act of 1998 (COPPA), CCPA, etc.
    5.1.1. “European Privacy Laws” means the European Union General Data Protection Regulation (“GDPR”), the European Union Directive on Privacy and Electronic Communications and any local implementing laws, including any subsequent legislation replacing or amending any such laws from time to time. Note that European Privacy Laws may apply to you if (i) you operate from an EEA (“European Economic Area”) member state; or (ii) you market to or target individuals in an EEA member state; or; (iii) you collect or otherwise process any personal data (as such term is defined under the GDPR) from users in EEA member states. If any of the foregoing apply or the Advertiser and the Partner are otherwise subject to European Privacy Laws then each Party hereby represent, warrant, covenant and agree that it will (a) comply with European Privacy Laws (b) inform end users in a prominent manner of their rights under European Privacy Laws and use tracking devices and cookies for advertising purposes, including Interest-Based Advertising; and (c) obtain end user consent to place tracking devices, such as cookies (including those enabled by the Advertiser at your request on your behalf) on such end users' computers and internet enabled devices and provide information regarding the removal of such tracking devices.
    5.1.2. “CCPA” means California Consumer Privacy Act and its implementing regulations, as may be amended from time-to-time. CCPA applies to businesses that collect California consumers’ personal information and either (i) have annual gross revenues in excess of twenty-five million dollars ($25,000,000) or (ii) alone or in combination, annually buys, receives for the business’s commercial purposes, sells, or shares for commercial purposes, alone or in combination, the personal information of 50,000 or more consumers, households, or devices or (iii) derive 50 percent or more of your annual revenues from selling California consumers’ personal information. If any of the foregoing apply or the Advertiser and the Partner are otherwise subject to the CCPA then each Party hereby represent, warrant, covenant and agree that it will (a) comply with the CCPA; (b) inform end users in a prominent manner of their rights under the CCPA and use tracking devices and cookies for advertising purposes, including Interest-Based Advertising; and (c) obtain end user consent to place tracking devices, such as cookies (including those enabled by Advertiser at your request on your behalf) on such end users' computers and internet enabled devices and provide information regarding the removal of such tracking devices.
    5.2. If any sanctions are applied to the Advertiser, in a case when actions of the Partner violate any of the above-mentioned legal acts, directives, rules, or regulations which are applicable to Advertiser`s business or Advertiser`s proprietary products or services, the Partner hereby shall fully cover any amounts of such sanctions.
    5.3. The Partner represents and warrants that: (i) it has the authority and capacity to enter into and to be bound by these Terms; (ii) to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Partner; (iii) it will at all times fully comply with all terms, conditions, and covenants set forth in these Terms and IOs hereto; (iv) it owns without restriction or has obtained license rights, to all content, including without limitation, text, images, and video, that is using in Ad Materials; (v) Ad Materials do not infringe any third party intellectual property rights, publicity or privacy rights; (vi) it will not place Ad Materials on any sources in the Internet or send in any electronic mails content or otherwise engage in or condone any practice, which, in the opinion of the Advertiser, is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, harassing, fraudulent, tortuous or which otherwise would be illegal; (vii) if any personal information about a physical person is involved in Partner’s services under these Terms, the Partner has legitimately obtained consent (or has other lawful grounds) to collect, process and/or transfer to the Advertiser, including transfer to a third country, such personal data under all laws, acts and regulations that might be applicable to such physical person; (viii) it shall cooperate fully with the Advertiser in the event the Advertiser alerts the Partner that it has a belief that an Affiliate is violating the terms of this Agreement, such cooperation to include, without limitation, providing the Advertiser with a means of identifying and/or contacting any suspect Affiliates, providing Advertiser with an audit of any bounties or other payments made or owing to such suspect Affiliates, and maintaining any suspicion or investigation by the Advertiser of an Affiliate confidential; (ix) it restricts its Affiliates, systems, employees, agents or contractors from generating Fraudulent Units or Incentivized Units, has safeguards in place and shall immediately notify the Advertiser if it has any reason to believe that Fraudulent Units or Incentivized Units might be occurring.
  6. INDEMNITY
    6.1. The Partner will indemnify, defend and hold harmless the Advertiser, including its respective affiliates, subsidiaries and officers, members, shareholders, directors, employees, partners and designated agents thereof, from any and all third-party claims, liability, damages, expenses and/or costs (including, but not limited to, any attorney’s fees and all expenses of any kind) arising from Partner’s breach of (i) Partner's products or services; (ii) any unauthorized alteration of any Ad Materials by the Partner; (iii) any breach by the Partner, of any of the Partner's term, warranty, representation or covenant in these Terms. The Partner shall not settle any third-party claim in a manner detrimental to the Advertiser without the written consent of the Advertiser.
  7. LIMITATION OF LIABILITY
    7.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE ADVERTISER, ITS AFFILIATES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE ADVERTISER’S INVENTORY, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY THE PARTNER ON ANY INFORMATION OBTAINED FROM THE ADVERTISER, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ADVERTISER'S RECORDS, PROGRAMS OR SERVICES. UNDER NO CIRCUMSTANCES WILL THE ADVERTISER AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS, EXCEED THE AGGREGATE AMOUNT PAID TO THE PARTNER DURING THE IMMEDIATELY PRECEDING SIX MONTHS.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS, AND AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

  1. CONFIDENTIALITY
    8.1 Either Party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other Party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or advertisers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tables or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in these Terms obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in these Terms; (b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that one copy may be made for backup and archival purposes only. The undertakings and obligations of each Party under this Section shall not apply to any information which it can be established to have: (a) become publicly known through no action on the Receiving Party’s part; (b) been known by the Receiving Party prior to receipt; (c) been independently developed by the Receiving Party; (d) been approved for public release by the Disclosing Party’s written authorization; or (e) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.
    8.2 Unless the Advertiser has provided its prior express written consent, the Partner shall keep IOs hereto strictly confidential, and may not make any unauthorized disclosure of the same to any person.
    8.3 The confidentiality non-disclosure provisions shall survive these Terms for a period of 3 (three) years.
  2. MISCELLANEOUS
    9.1. The Partner shall not resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Advertiser's prior written approval will be null and void. All terms and provisions of these Terms and each IO will be binding upon and inure to the benefit of the Parties hereto and their respective permitted transferees, successors and assigns. No waiver of, failure to exercise or delay in exercising, any provision of these Terms constitutes a waiver of any other provision, whether or not similar, nor does such waiver constitute a continuing waiver unless otherwise expressly provided.
    9.2. This Agreement shall have a term commencing upon execution of this Agreement and continuing thereafter until either Party gives the other Party 5 (five) business days` prior written notice of its election to terminate this Agreement (which may be given without cause or reason). Such cancellation and/or termination shall not lead to penalties or compensation for loss or damage unless they are not associated with cancellation and/or termination itself. In addition to any other remedies that may be available to it under this Agreement or pursuant to applicable law, either Party may immediately terminate this Agreement and outstanding IO in the event of any breach by the other Party of the representations and warranties contained herein or nonperformance of any of its obligations hereunder.
    9.3. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, war, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within three (3) business days of such event or occurrence.
    9.4. These Agreement shall be governed by, construed and enforced in accordance with the laws of the Republic of Cyprus without regard to any conflict of laws principles or rules; all matters concerned with the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the Republic of Cyprus notwithstanding the actual state or country of residence or incorporation of the Parties. The courts of the Republic of Cyprus shall have exclusive jurisdiction over any disputes arising out in connection with this Agreement and the performance thereof. The litigation proceedings shall be conducted in English. The Partner hereby irrevocably waives, to the fullest lawful extent, all rights to trial by jury in any proceeding relating to this Agreement hereto. Without prejudice to the generality of the foregoing, the Parties have agreed that any disputes over this Agreement hereto may also be resolved under the mediation procedure at Advertiser’s option.
    9.5. Any notice or other communication given or made in order to comply or in connection with the matters contemplated by these Terms shall be in writing and delivered by registered or certified mail, or recognized national overnight courier service, or delivered personally, or received via e-mail to the addresses of the Parties set forth in IOs.
    9.6. The Advertiser reserves the right to take appropriate legal action to recover its damages against the Partner if it violates these Terms and IOs hereto, or commits fraudulent activity against the Advertiser. Except as otherwise specified, the rights and remedies granted to the Advertiser under these Terms are cumulative and in addition to, not in lieu of, any other rights and remedies which the Advertiser may possess at law or in equity. Without prejudice to any other remedies available, the Advertiser has the right to obtain temporary restraining orders or temporary injunctive relief from a court of competent jurisdiction. The Partner waives the requirement that the Advertiser, when claiming injunctive relief, posts a bond in connection with any application for or order granting injunctive relief.
    9.7. The Parties are independent contractors and not co-ventures. Neither Party shall be deemed to be an employee, agent, or legal representative of the other Party hereto for any purpose and neither Party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other Party hereto nor shall this be deemed an exclusive or fiduciary relationship. These Terms will not be construed to create or imply any partnership, agency, or joint venture.
    9.8. Each provision of these Terms is distinct and severable. If any provision of these Terms, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction by a court of competent jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect: (i) the legality, validity or enforceability of the remaining provisions of these Terms; or (ii) the legality, validity or enforceability of that provision in any other jurisdiction.

EMAIL COMPLIANCE ANNEX
1. This Annex shall be applicable together with the other terms of the Agreement if the Campaign includes any email marketing component.
2. The Partner represents and warrants that, at all times, it will comply and will procure compliance of the Affiliates with all applicable laws, rules and Federal Trade Commission implementing regulations (including, but not limited to, the CAN-SPAM Act and any international laws, rules and regulations), as well as any published rules or guidelines of the IAS networks, domains and/or e-mail service Partners, with respect to the email marketing. Restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all Affiliates with or without notice from the Partner of such change in the law.
3. The Partner acknowledges that any failure to comply with this Annex may, in Advertiser's sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any payments otherwise owed to the Partner by the Advertiser.
4. The Partner shall not, and shall ensure that each of Affiliates do not: (i) falsify email header and transmission information (including, without limitation, source, destination and routing information); (ii) use any "subject" or "from" line that is materially false or misleading; and (iii) seek or obtain unauthorized access to computers for the purpose of sending any and all commercial email. The Partner is expressly prohibited from sending emails to Californian users which by the time of sending are not subscribed to the web-site which is referred to in the email.
5. The Advertiser shall provide the unique link capable of generating Leads under this Agreement (the "Unique Link") to the Partner.
6. The Partner agrees to ensure that all transmitted electronic mail messages that contain the Unique Link ("Partner's Emails") are compliant with all applicable state and federal statutes, rules and regulations, including, without limitation, the CAN-SPAM Act and all other laws governing deceptive trade practices and/or online marketing and/or advertising. In particular, Partner's Emails shall include the following: the Advertiser's valid physical address, a fully functional "Opt-Out" mechanism, a non-misleading and accurate "Subject Line", and an accurate and non-misleading "From Line". In addition, in the body of the email it shall be clearly and conspicuously identified that an electronic message is an advertisement or solicitation. The Partner shall immediately decline any content, text, materials or instructions provided by the Advertiser with respect to the Partner if distribution of such content, text, or materials or acting upon such instructions would result in a breach of the CAN-SPAM Act of 2003.
7. The Advertiser shall maintain a master suppression list that consists of the email addresses of all recipients that have activated Advertiser's unsubscribe link or otherwise asked to be removed from Advertiser's email list.
8. If a suppression list management system is not specified in the IO, the Advertiser shall provide the master suppression list to the Partner at the start of the Campaign, and shall update and send such suppression list in real time or, if not possible to send in real time, at least once a week, to the Partner each time a user has requested to be unsubscribed (through the link or otherwise) in the format specified by the Partner to enable the Partner and its Affiliates to sync up their master suppression lists against the Advertiser's suppression list. Prior to each email distribution for the Campaign, the Partner shall run, and require its Affiliates to run, the Advertiser's then-current suppression list against the contemplated email distribution list(s) for that Campaign.
9. If a suppression list management system is specified in the IO, prior to each email distribution for the Campaign, the Partner shall run, and require its Affiliates to run, the contemplated email distribution list(s) for the Campaign against the Advertiser's then-current suppression list stored by a relevant suppression list management system Partner.
10. The Partner represents and warrants that neither it nor its Affiliates will remarket, resell, or otherwise distribute any Advertiser's suppression list to any other party for any purpose other than to permit suppression against existing email lists.
11. The Partner shall assure that the email address communicated by the Advertiser to the Partner (if any) is always included into the email list(s), which is (are) or will be used for promotion under the terms of this Agreement.
12. If the Advertiser suspects the Affiliates in spamming activities or other CAN-SPAM Act violations, it should have the right to report its concerns immediately to the Partner. The Advertiser agrees to give the Partner a minimum of 48 hours to address the complaint and respond to the Advertiser with feedback.
13. The Partner will make commercially reasonable efforts to obtain opt-in information, including opt-in source, date, IP address, from any Affiliates that the Advertiser suspects are spamming or otherwise violating the CAN-SPAM Act. The Affiliates refusing to supply such information shall be terminated.