ADVERTISER AGREEMENT

Last Revised: 10th Jan 2023

 

To see our Privacy Policy, click here...

The Privacy Policy restricts the use of Your Personal Data.

Company may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Site. Your continued use of the Site and/or the Service after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Site or the Service.

This Agreement does not become binding until you have ordered a Standard Advert, accepted this Advertiser Agreement while ordering and paid for at least one advert. Before you can order, you'll need to join this business as a Money Maker subject to Money Maker terms and conditions and then upgrade that membership to Advertiser by ordering. Each service upgraded to has independant terms and conditions relating to that service. These terms apply to Advertisers.

This Agreement sets forth the terms under which: (a) 5BillionSales.com, (“Company”) (either directly or through its affiliates) shall include content that you (“Advertiser”) provide to the Company (“Advertiser Content”) via Company’s advert wizard (the “Wizard”) among the content that the Company recommends (“Recommendations”) via Company’s content recommendation distribution software or code (the “Widget”) to browsers via the Company’s browser network (the ”Network”). The Company’s distribution of the Advertiser Content shall be referred to herein as the “Service.” By ordering as an Advertiser, you confirm that you have read and agreed to these Terms and Conditions and this shall constitute a binding agreement between the Company and Advertiser (the “Agreement”). Advertisers can only order one type of advert (the “Standard Advert”) that publishes in the Network for twelve months or one million clicks. Advertiser can upgrade the Standard Advert at no extra cost to an enhanced sales delivery service (“GTS service”) which will deliver results or sales, not clicks, to Advertiser in return for a share of Advertiser’s net profit from delivered results or sales (“Profit Share”). To upgrade for free from Standard Advert to GTS service, Advertiser is required to reconfirm acceptance of this Agreement and accepting these Terms and Conditions is a condition of the free upgrade. The Profit Share is fixed at 34% and Advertiser pays the Company after delivery (“Delivery”). By ordering, Advertiser understands that their Advertiser Content will not appear on web pages or publisher’s pages however will be inserted by code, logic and algorithms, and AI into targeted web browsers in the closed Network using the Widget that targets browsers by data profiling and demographics. This Agreement is digitally accepted at point of first order when user clicks the mandatory "I accept and agree to Terms and Conditions" to order Standard Advert/s and again, known as reconfirmation, by Advertiser each time a Standard Advert is upgraded to GTS service when Advertiser clicks the mandatory "I accept and agree to Terms and Conditions" to upgrade free. Further, this Agreement is accepted each time Advertiser logs in after first order. Advertiser should seek independent legal advice before accepting this Agreement and Advertiser hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by acceptance of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement. Advertiser agrees this Agreement is not a consumer agreement, it is a business to business contract agreed between two business parties as stipulated in term 3(f).

  1. Grant of Rights:
    1. Advertiser grants Company a limited, revocable, non-exclusive, royalty-free right and license to (i) access, index, and otherwise use the Advertiser Content under the parameters set forth by Advertiser (the “Campaign”) in the Wizard and (ii) use Advertiser’s name, logo, trademarks, and any other proprietary content provided for use by Advertiser, solely in connection with the making of Recommendations to Advertiser Content and for Company’s own marketing purposes in referring to Advertiser as a client, and subject to Advertiser’s standard trademark and content usage guidelines and quality review, if any, provided to Company.
    2. Company will not review Advertiser’s activity and Company is not responsible or liable for (and will not grant any credits for) any mistakes made by Advertiser in the managing of its own Campaign.
  2. Payment & GTS Service Termination:
    1. Advertiser agrees that order and payment is for Standard Advert/s that can be upgraded for free to GTS service and Advertiser is not ordering, paying or prepaying for GTS service. Further, Advertiser agrees and accepts that before publishing Advertiser Content to browsers on the Network, Company requires payment of the Standard Advert and payment is subject to this Agreement to include term (2) and refund policy term (12) and to be bound by this entire Agreement. Furthermore, Advertiser agrees that if Standard Advert is upgraded for free to GTS service, Company can cancel the free GTS service at any time and Advertiser will accept the downgrade and continue the remainder of term of advertising as the original purchased Standard Advert as term (3).
    2. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause (12).  After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and been using non-standard URL redirects to surreptitiously redirect visitors to landing pages that (1) do not match the landing page that was originally submitted for distribution through the Wizard and/or (2) are not otherwise in compliance as a result of “cloaking” or other techniques that hide the true destination landing page that a user is directed to from Advertiser’s URLs, Company shall be entitled to cease the published Advertiser Content and retain payments made, in which case, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    3. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and using a URL that is the property of another person, nickname, pseudo name, misspelled name or another entity, Company shall be entitled to cease the published Advertiser Content and retain payments made, in which case, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. For avoidance of doubt, ownership of a GTS service URL must match the first name, surname and residential address of Advertiser. Owner and/or beneficiary of the URL cannot be a company or differ to the identity of the Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    4. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and using a URL that is a broken link or connected to a target page that does not sell the advertised product/service as described and advertised in the GTS service to include price and net profit, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    5. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and using a URL that lands on a page with a video, capture form, pop up, redirect, link to another website, webinar or similar distraction or does not land directly on a product/service page with a pay button, or Advertiser first of all funnels, up sells, switch sells, down sells, cross sells or similar technique before or at the same time as selling the product/service that is detailed in the GTS service, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    6. Before upgrading a Standard Advert to GTS service, it is the sole responsibility of Advertiser to check the business being promoted is compliant with this clause. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and using a URL that lands on a page and or website that, (a) does not provide a compliant Privacy Policy informing 'Advert-Targeted' visitors what data is collected, how used, stored and protected, Advertiser's GTS service will be in breach of this term, additionally, (b) if GTS service is targeting visitors from countries or states that also require a GDPR compliant website and privacy policy and cookie accept/reject pop-up in the language of the visitor and a link to a page for the site's privacy and cookie policy page on all pages, in the language of the visitor, Company will not refund any such funds. For GTS service targeting only California or including California as part of USA as a whole, the abbreviation of GDPR shall mean CCPA. For GTS service targeting countries including however not limited to; Canada (PIPEDA); New Zealand (Privacy Act 2022); Australia (Data Privacy Act 1988); SIngapore (PDPA); UK (GDPR) Europe (GDPR); Japan (APPI); South Korea (GDPR) and Brazil (LGDP), all businesses linked to must display compliant privacy policies and website must used to comply with country law to include; "conspicuously post its privacy policy" in a way that is "set off from the surrounding text" so that "a reasonable person would notice it." And any privacy policy must be compliant, in the language of the targeted visitor and compliance must include what data is collected, how used, stored and protected. It must also provide easy access to deletion of said data. For clarity, Company shall be entitled to remove GTS service by downgrading to a Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    7. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service and using audience targeting to include gender; age and location country/countries, that does not match the business being promoted and linked to by the GTS service, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    8. Company can request proof of ownership from Advertiser and upon request for proof of ownership of a GTS service advert URL, Advertiser has three (3) days to comply. If Advertiser fails to provide Company with a compliant proof of ownership as set out in term (4), clause (L), or cannot prove ownership within three (3) days, Company will cancel/terminate Advertiser under Clause 12 if within thirty (30) days after payment. However, after thirty (30) days of payment, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    9. Company can refuse to provide GTS service to Advertiser at any time if GTS service Advert URL links to an affiliate program that does not publish a public web page containing a commission tariff and affiliate terms and conditions which identify and confirm the price and net profit/commission entered by Advertiser in the GTS service. Commission tariff must be official, clear and name products and services with commission value and targeting to include; age, location and gender of customers who are valid to earn commission in GTS service and the GTS service targeting must match the targeting of the affiliate program. Furthermore, the public web page containing commission tariff and affiliate terms and conditions must be under the same domain name as GTS service link and linked from the home page or services page. Company will cancel/terminate Advertiser under Clause 12 if within thirty (30) days after payment. However, after thirty (30) days of payment, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    10. On free upgrade from Standard Advert to GTS service the Advertiser must read and accept this Agreement before upgrade is possible. Company can refuse to provide free GTS service to Advertiser at any time if GTS service step four (4) was incorrectly completed by Advertiser. GTS service only sells one (1) product or service. Step four (4) must be completed honestly, correctly and exactly describing the one (1) product/service being sold by the GTS service to include the price and commission/net profit. If the Advertiser does not singularly describe the one (1) product/service being promoted by the GTS service, Company will cancel/terminate Advertiser under Clause 12 if within thirty (30) days after payment. However, after thirty (30) days of payment, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    11. After upgrade from Standard Advert to GTS service, if the product/service price changes, Advertiser must edit the GTS service's step 4 to reflect new price within 48 hours of the change. If the commission/net profit changes from the value saved in step 4, the Advertiser must edit the commission to reflect the new value within 48 hours. If the price and commission value are not kept up to date, Company can refuse to provide free GTS service to Advertiser at any time especially if Advertiser completes a contract plan for the GTS service or a contract with the wrong price and/commission/net profit. If this clause is breached, Company will cancel/terminate Advertiser under Clause 12 if within thirty (30) days after payment. However, after thirty (30) days of payment, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
    12. If discovered before thirty (30) days after payment, cancelation/termination will take place under Clause 12. After thirty (30) days of payment, in the event that Company discovers that Advertiser has upgraded to GTS service links to a website and errors are found on the page being linked to from the GTS service and/or errors with the website hosting the page that are deemed; (a) detrimental to the GTS service, (b) will erode visitor trust of GTS service, (c) will distract or put off visitors from making a purchase, (d) will interfere with the flow or use of the website being visited, (e) will decrease sales, (f) will mislead visitors, (g) prevents visitor obtaining information, (h) prevents visitor paying in their currency selected and/or from location targeted, (i) causes failure to checkout or register, (j) displays dead inks or returns for privacy, (k) displays dead inks or returns for transaction terms or does not provide information, Company will not refund any such funds. For clarity, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f).
  3. Standard Adverts:
    1. Advertiser understands and agrees that all orders are for Standard Adverts which can have GTS service reserved at time of order and each Standard Advert can be upgraded to a GTS service, using its reserved status, after payment is received at no additional cost (GTS service is free) and each Standard Advert with GTS service reserved will be treated as per term 4(a) and term (12) as a GTS service
    2. Standard Adverts deliver a minimum of one million (1,000,000) clicks in a twelve-month period and Company does not provide or promise Advertiser a conversion rate for Standard Adverts.
    3. Company will extend Standard Advert for a period of twelve months that under performs at no additional cost. Extension is once off and overall published period cannot be more than eighteen (18) months or one million (1,000,000) visits.
    4. Ownership of Standard Adverts cannot be be transferred from Advertiser to another Advertiser. Advertiser who ordered and hosts the Advert in their account is the owner of Advert.
    5. Standard Adverts reserved with GTS service have a time limit of twelve (12) months after payment to be upgraded to GTS service and if time limit is expired, Standard Advert will not be upgradeable to GTS service.
    6. When ordering a Standard Advert, Advertiser needs to manually confirm understanding and acceptance to this Agreement's terms and conditions or the order cannot be placed. Upon order, Advertiser agrees this Agreement has been accepted in their name however in a business capacity, not a consumer by virtue that Standard Adverts and GTS service promote businesses and Advertiser is the business's profit beneficiary and/or business owner. Advertiser further agrees to act and work with Company as a business and want to be treated as a business which shall mean this Agreement is Business to Business. Company can change this Agreement to business to consumer upon request by Advertiser when Advertiser has only Standard Adverts, did not reserve GTS service at time of order and has not linked the advert to a business. 
    7. Company cannot terminate a Standard Advert unless Advertiser links to illegal content or requests the cancellation and closure of their account and deletion of data, however Company can remove Advertiser content and require it to be replaced by Advertiser.
  4. GTS Service:
    1. Advertiser can reserve GTS Service at time of order and all Standard Adverts with GTS service reserved by the Advertiser at time of order are recognized and treated as GTS service under this Agreement.
    2. Advertiser can upgrade any Standard Advert with the GTS service at no extra cost to guarantee results or sales in return for Profit Share of 34% of the Advertiser’s net profit generated from the target’s business and Advertiser must work with Company to comply with terms (2) and (4) especially.
    3. Advertiser will pay Company 34% of their net profit, Profit Share, generated by the GTS service after the net profit is earned.
    4. Advertiser can cancel GTS service and downgrade to Standard Advert without cost or compensation providing sales or results have not already been delivered to the Advertiser.
    5. Cancelation of the GTS service after a sale or result has been delivered to the Advertiser will result in a cancelation compensation of not more than the payment of a Standard Advert.
    6. Company can terminate Advertiser and/or GTS service and reserves the right to recover the potential unrealized Profit Share from Advertiser in their personal name as compensation for lost profits, if Advertiser breaches one (1) or more terms of Clause 2 of this Agreement. Unrealized Profit Share is the 34% net profit as agreed under this Agreement as compensation. Compensation under this term is calculated as Profit Share 34% of first GTS service being fifty-two thousand, seven hundred (52,700) US Dollars multiplied by three (3) GTS services which totals one hundred and fifty-eight thousand, one hundred (158,100) US Dollars compensation minus any Profit Share already paid to Company by Advertiser.
    7. Advertiser cannot target a GTS to fulfill more than one hundred and fifty-five thousand United States Dollars in net profit as a single GTS service fulfillment.
    8. Company will repeat GTS service under the circumstances that it did not fulfill sales or results at no additional cost until the service is fulfilled.
    9. Advertiser agrees that Company will not be expected to fulfill the free upgrade GTS service if Advertiser does not comply with this Agreement in full or breaches any term or clause. Advertiser also agrees Company is not liable for any loss, delay and/or non-fulfillment due to such breach of Agreement. 

    10. Published or referred to dates of the free upgrade GTS service fulfillment are estimated. Advertiser agrees Company has no time limit to fulfill GTS service and Company agrees to endeavor to deliver GTS service as fast as possible. Advertiser agrees that Company cannot be held liable in any way for delay or non-fulfillment of the free upgrade GTS service and Advertiser agrees the Company can cancel the free GTS service at any time and downgrade Advert to Standard Advert with seven (7) days notice or immediate effect for breach of Agreement by notification, email, ticket, phone call or news post.

    11. Ownership of the GTS service that can be added to a Standard Advert for free upgrade, cannot be be transferred from Advertiser to another Advertiser. Advertiser who ordered and hosts the Advert in their account is the owner of Advert and GTS service if added/upgraded.

    12. Advertiser will be required to prove ownership of GTS service advert URL before GTS service contract issuance and fulfillment. Advertiser must upload proof of ownership as physical images in the format required by compliance as a PDF or other acceptable image format. Physical images must be uploaded to the compliance message and saved/stored on our server for automated scrutiny. Proof of ownership for a business not owned by the Advertiser must be at least three (3) of the following options; (a) screenshot of back office showing full name which must match the name on your 5B account; (b) screenshot of back office showing your full address which must match your 5B account; (c) screenshot of your back office showing the affiliate link issued by the affiliate program which must be the same affiliate link in your GTS service; (d) screenshot of your name as registered in the affiliate back office and 5B on at least one page of the logged out UI showing the URL of the said page in the screenshot. Proof of ownership for a business owned by an Advertiser must be two (2) of the following options; (i) screenshot of the domain name's back office showing full name of domain name of the owner which must match the name on your 5B account; (ii) screenshot of the domain name's back office showing full address of the owner which must match that in your 5B account; (iii) screenshot of your back office from store-front provider showing your full name and address as on your 5B account. Automated compliance and scrutiny will not and cannot click links, download images stored on Google Drive or from any other service. Failure to upload images to our server to provide proof of ownership will result in downgrade of Advert from GTS service to Standard Advert and cannot be upgraded in future. If Advertiser fails to provide adequate proof of ownership the GTS service will be downgraded to Standard Advert and cannot be upgraded in the future.

    13. Advertiser must correctly complete, accept and agree to, the terms and conditions on Step four (4) to upgrade for free from Standard Advert to GTS service subject to Agreement, especially Term (2), clause (J). Advertiser cannot promote or expect Company to sell more than one (1) product/service and that one (product/service must be identified and described on Step four (4).  

    14. Advertiser of a GTS service can be required to provide Company, on request, with the geographical legal power to contact the Advertiser's supplier and legally request them to withold the first fifty-two thousand and seven hundred (52,700) US Dollars from Advertiser's commission to ensure Advertiser can pay Company the 34% Profit Share. Company will be not be able to withdraw their Profit Share until Advertiser withdraws their 66%. If Company does not meet agreed commission amount, Company will waive rights over the 34% and allow Advertiser to withdraw all commission earned.

    15. If Advertiser does not interact with Company requests in a timely manner to include completion of Contract Plan and Contract, unavoidable delays will occur. If Advertiser does not complete contract plans within three (3) days of them becoming available, Company shall be entitled to remove GTS service by downgrading to the original Standard Advert and allow it to run for twelve (12) months or cease Advertiser Content, retain the payment and will not refund any such funds in the event of such breach by Advertiser. If  Advertiser breaches this term, Company can additionally claim compensation from Advertiser as set out in Clause 4, term (f). 

  5.  Advertiser Representations and Warranties:
    1. Advertiser represents and warrants that (i) it has all necessary rights, licenses, and clearances to enter into this Agreement, to grant the rights granted herein and to use the Advertiser Content as specified herein and subject to these Terms and Conditions, including, without limitation, the Intellectual Property Rights therein; (ii) the Advertiser Content will not infringe upon the rights of any third party or violate any laws; and (iii) it will comply with all applicable laws and regulations in its use of the Services.
  6. Company Representations and Warranties:
    1. Company represents and warrants that it possesses all the rights and authority necessary for it to enter into this Agreement and to grant the rights granted herein. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY. COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR, AS TO ANY SERVICE PROVIDED, ACCURACY, COMPLETENESS, OR CORRECTNESS.
  7. Indemnification:
    1. Except for that which Advertiser indemnifies Company, Company shall indemnify, defend, save, and hold harmless Advertiser and its parent, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (collectively, “Losses”) resulting from, arising out, of or related to: (i) Company’s breach or alleged breach of any of Company’s representations or warranties set forth in paragraph 7, or (ii) a claim that the Widget violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises out of the combination of the Widget with Advertiser Content.
    2. Advertiser shall indemnify, defend, save, and hold harmless Company, the owners of the Company and its and their parents, subsidiaries, affiliates, representatives, officers, directors, agents, affiliates, and employees, from and against all Losses resulting from, arising out of, or related to (i) Advertiser’s breach or alleged breach of any of Advertiser’s representations, warranties or agreements, (ii) a claim that the Advertiser Content infringes upon, violates, or misappropriates any third party Intellectual Property Rights, or slanders, defames, or libels any person, or does not comply with any applicable law or regulation, (iii) Advertiser’s failure to secure all rights, title, and interest necessary to display the Advertiser Content via the Widget; and (iv) an allegation that Advertiser, Advertiser’s Content, or products or goods being advertised in the Advertiser Content violate any applicable law or regulation.
    3. The parties agree that in claiming any indemnification hereunder, the party claiming indemnification (the “Claimant”) shall (i) promptly notify the other party in writing of the claim; (ii) grant the indemnifying party sole control of the defense (except that the Claimant may, at its own expense, assist in the defense); and (iii) provide the indemnifying party, at the indemnifying party’s expense, with all assistance, information, and authority reasonably required for the defense of the claim.  In no event shall the indemnifying party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Claimant.
  8. Limitation and Exclusion of Liability:
    1. This Paragraph 8 prevails over all of this Agreement and sets out the entire Liability (as defined below) of Company, and the sole and exclusive remedies of Advertiser, in respect of: (a) performance, non-performance, purported performance, delay in performance, or mis-performance of this Agreement or the Service hereunder or of any services in connection with this Agreement; or (b) otherwise in relation to this Agreement or entering into this Agreement.
    2. Neither party shall exclude or limit its Liability for: (i) its fraud; (ii) death or personal injury caused by its Negligence (as defined below); or (iii) any other Liability which cannot be excluded or limited by applicable law.
    3. Subject to Paragraph 8.b, neither party shall accept and hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of this Agreement.
    4. Subject to Paragraph 8.b, Company shall not have Liability in respect of any: (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue; (vii) loss of goodwill; (viii) loss of reputation; (ix) ex gratia payments; (x) loss of business; (xi) loss of operation time; (xii) loss of opportunity; or (xiii) loss of, damage to or corruption of, data; and in respect of each preceding case, whether or not such losses were reasonably foreseeable or Company or its agents had been advised of the possibility of Advertiser incurring such losses.  Advertiser agrees that (ii) – (xiii) apply whether such losses are direct, indirect or consequential.
    5. Subject to Paragraph 8.b, the total aggregate Liability of Company in respect of a claim under this Agreement shall be limited to the greater of (i) £1,000; or (ii) 80% of the total sums paid and total other sums payable, in aggregate, by Advertiser to Company under this Agreement in the twelve (12) month period before any claim arises.
    6. The limitation of Liability under Paragraph 8.e has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
    7. Advertiser acknowledges and accepts that Company only provides the Service hereunder on the express condition that Company will not be responsible for, nor shall it have any Liability directly or indirectly for, any act or omission of Advertiser, its affiliates, or its or their employees, agents, or other contractors, or any third party.
    8. In this Paragraph 8: (a) “Liability” means liability in or for breach of contract, Negligence, misrepresentation, restitution, or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “Agreement” shall be deemed to include any collateral contract); and (b) “Negligence” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract, or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
  9. Confidentiality:
    The parties shall only disclose Confidential Information (as defined below) to those of its employees, professional advisors, on-site contractors, officers, directors, or those of its subsidiaries or affiliates that it believes have a need to know such information as required for the performance of this Agreement or to enforce the terms of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order from a court of competent jurisdiction, provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required.  “Confidential Information” consists of (a) any technical information or plans concerning the Widget or any software or other technology of Company; (b) any financial information of the other party; (c) other information disclosed by one party to the other party that is marked as confidential, or should reasonably be assumed to be confidential under the circumstances; and (d) the content of this Agreement.  Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party who/that has no duty of confidentiality to the disclosing party.
  10. Availability of the Service:
    Company makes no representations regarding the availability of the Service and Advertiser acknowledges and agrees that the Service may be unavailable from time to time due to (i) equipment, software or service malfunctions; (ii) maintenance and update procedures or repairs; or (iii) causes beyond the control of Company or its affiliates, including, without limitation, interruption or failure of telecommunication or digital transmission links, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures, and that Company shall not be liable for any unavailability caused by any of the foregoing. In addition, Advertiser acknowledges and agrees that Company and its affiliates have no responsibility or liability with respect to the operation of Company Publisher Websites. Advertiser is not required to provide any feedback or suggestions to Company.  To the extent Advertiser does provide any such feedback or suggestions, Advertiser hereby grants to Company and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions without restriction.
  11. Termination/Suspension:
    Advertiser or Company may terminate this Agreement (a) for convenience on seven (7) days’ written notice at any time or (b) immediately in the event that the other party fails to remedy a material breach of this Agreement within forty-eight (48) hours of its receipt of written notice thereof. In addition, Company may terminate this Agreement immediately in the event that Advertiser fails to comply with term 2, 4(f) and/or 4(e). Company may terminate or suspend Advertiser’s access to or use of the Service and/or terminate this Agreement at any time if: (a) in the sole discretion of Company, such action is necessary to prevent errors or harm to any system or network, or to limit Company’s or its affiliates’ liability or; (b) Advertiser attempts to access or use the Service in an unauthorized manner, including without limitation any attempt to gain access to the accounts of other Company customers or use the Service in a way that infringes Company’s, its affiliates’ or a third party’s Intellectual Property Rights.
  12. Cancelation & Refund:
    1. Refund policy is thirty (30) calendar days after payment received subject to terms 12(b) and 12(c) and refund request being received by email within the thirty (30) days after payment received.
    2. Advertiser can cancel Agreement within thirty (30) calendar days of payment received by sending the request in writing by email to the email address in 12(c) and request a full refund and Company will pay a full refund to the original source of payment under this Agreement within fourteen (14) days after original signed refund agreement is received. 
    3. You cannot use a .de email address to do this, we will not receive your email if you use a .de email. To start cancelation process, Advertiser is required to login, navigate to their Advertiser dashboard, click My Adverts snd select Advertiser Terms. This page displays the Advertiser Agreement as accepted at point of order and free upgrade from Standrad Advert to GTS service/Guaranteed Sales. To cancel, please send an email from your registered email address, with username, name and order number/s being canceled to the email address provided in the Agreement with 'Close & Cancel/Refund' in the subject line.
    4. If Advertiser cancels Agreement after thirty (30) days of payment, Company may either offer a partial refund or downgrade published and unpublished GTS service to Standard Adverts and allow Standard Advert/s to run for twelve (12) months. Unpublished Standard Adverts or GTS service shall mean; ordered and paid however not created or created, but not published.
    5. If Advertiser cancels Agreement after thirty (30) days of payment, Company will treat unpublished Standard Adverts that have GTS service reserved the same as GTS service as set out in term 4(a) and 12(d). Unpublished Standard Adverts or GTS service shall mean; ordered and paid however not created or created, but not published.
    6. If Advertiser cancels Agreement after thirty (30) days of payment, Company may either offer a partial refund for unpublished Standard Adverts or allow Standard Advert/s to run for twelve (12) months. Unpublished Standard Adverts or GTS service shall mean; ordered and paid however not created or created, but not published.
    7. If Advertiser cancels Agreement after thirty (30) days of payment, Company may either offer a partial refund for used/published Standard Adverts or allow Standard Advert/s to run for twelve (12) months.
    8. If Advertiser breaches this Agreement before cancelation request is accepted by Company in writing, Company will apply breached terms before processing Advertiser cancelation and the breach will override cancelation. Breach of this Agreement can attract compensation as stated in compensation term 4(f). 
    9. If Advertiser cancels Agreement for GTS service, Company reserves its rights to retain all or part of Agreement payment for Standard Adverts as compensation against actual or projected Profit Share loss. Company cannot claim more than the payment as compensation unless the Advertiser breaches Agreement prior to cancelation at which point, term 12(h) presides to include term 4(f) for compensation payment to Company by Advertiser.
    10. Company can offset refund to Advertiser using commission and overrides paid to the Advertiser and/or partner and/or sponsor and/or upline.
    11. Company will cancel any and all GWG relating to the canceled order for the Advertiser and sponsor upon cancelation.
  13. Choice of Law:
    This Agreement (and all non-contractual relationship arising out of or related to it) shall be governed by and construed in accordance with the laws of England. The parties hereby submit to the exclusive jurisdiction of the English courts. Notwithstanding the foregoing, Company shall also have the right, but not the obligation, to bring an action for moneys owed by the Advertiser to Company in any other court that has jurisdiction over the Advertiser.
  14. Assignment:
    The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, this Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other party (which shall not be unreasonably withheld), except that, either party may assign this Agreement to an acquirer of all or substantially all of such party’s assets, whether by merger, operation of law or otherwise, without the other party’s prior written consent.
  15. Force Majeure:
    Neither Advertiser nor Company will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. If Advertiser’s ability to transfer Profit Share funds to Company and Advertiser has been materially negatively impacted by an event beyond Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.
  16. Miscellaneous:
    This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.  The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right.  Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party.  Should any section or part of a section within this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.