1. APPLICABILITY OF THE CONDITIONS

Adlooker LLC (a company duly incorporated and validly existing under the laws of the Republic of Armenia and registered seat at Mayisyan 33a apt 8, Yerevan, Armenia; hereinafter referred to as “Adlooker”) is a digital advertising technology company that provides services for product monetization and promotion. Adlooker connects publishers and advertisers through its platform. BY USING ANY OF ADLOOKER SERVICES, YOU AGREE TO THESE GENERAL TERMS AND CONDITIONS; PLEASE READ THEM CAREFULLY. SOME OF THE TERMS AND CONDITIONS PROVIDED HEREIN APPLY TO YOU ONLY DEPENDENT ON WHETHER YOU ACT AS A PUBLIHSER OR AS AN ADVERTISER; PLEASE PAY ATTENTION TO THE RESPECTIVE EXPLANATION AT THE BEGINNING OF RELEVANT SECTIONS. ALSO AS RESIDENT OF REPUBLIC OF ARMENIA THERE'S SEVERAL TERMS DIFFERENCE. PLEASE CHECK THEM CAREFULLY. Additional terms or service conditions may apply and be shown separately. These additional terms become part of your agreement with Adlooker and all the policies made available to you therein must be followed. If you do not agree to all the terms and conditions of this contract, then you may not use any of Adlooker services.

The general terms and conditions of the partnership contained herein constitute the basis of the commercial relationship between Adlooker and (i) you as a natural person or (ii) you as a legal person (if the Contract is made by a natural person on behalf of a respective legal person) (hereinafter referred to as “you”) who is using Adlooker products and services.

Adlooker reserves the right, at its sole discretion, to change, modify, add or remove portions of any part of ADLOOKER GENERAL TERMS AND CONDITIONS, at any time. Adlooker will notify you about the changes to its general terms and conditions either by e-mail, your Adlooker account (if any) or through Adlooker website. Your continued use of the Adlooker services following the submission of the notification about the changes will mean that you accept and agree to the changes. As long as you accept and follow this contract, Adlooker grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use Adlooker services. Exceptions to these policies are permitted only with explicit authorization from Adlooker.

2. DEFINITIONS

Advertiser: any natural or legal person with whom Adlooker has entered into contract for the provision of services for the purpose of implementing one or several Campaigns accessible on the Adlooker platform.

Adlooker general terms and conditions: any standard terms imposed by Adlooker to regulate the commercial relationship between Adlooker and its Publishers and Advertisers.

Adlooker platform: A technological solution offered by Adlooker allowing contact between Advertisers and Publishers using Adlooker services.

Adlooker's website: www.adlooker.com

Advertiser site: any website, mobile application or other product linked with an Advertiser participating in a Campaign, present on the Adlooker platform, and to which an Internet user may be directed through the advertisement placed on the Publisher site.

Artificial traffic: clicks and transactions that result from a fault or whose origin is automatic operations not resulting from Internet user actions, or resulting from the intervention of elements including, but not limited to, bots, robots, requests emanating from electronic mail and chat rooms, script generators and links placed on sites unknown by the Publisher, Advertiser or Adlooker, and any other click of unclear origin.

Campaign: “Program” or “Marketing Operation” designating the operations set up by an Advertiser with the aim, notably, of increasing traffic to the Advertiser site, their sales and/or acquiring new customers, the details of which are available on the Adlooker platform.

Contract: Adlooker general terms and conditions together with an insertion order (in case You are an Advertiser using Dedicated campaign management service and any other special terms agreed by the parties.

Commission: designates the remuneration due to the Publisher within the terms of this Contract.

Publisher: any natural or legal person who has entered into contract with Adlooker, in order to commercialize all or part of the Advertising space on the Site(s) that they publish.

Ad space: any online advertising space belonging to a Publisher, which can display, within the framework of Campaigns advertisements of one or several Advertisers.

Publisher site: any website, mobile application or other product containing an Advertising space.

Advertisement tag: a collection of lines of code inserted within the source code of the Publisher site, and - in the majority of cases - placed where the advertisement will appear (for the simple formats). An Advertisement tag instructs the Internet user’s browser to make a request to the ad server in order to display the advertisement object (a banner or otherwise). Several tags may be inserted in a page if it is to contain several Advertising spaces. The Advertisement tag also refers to SDKs inserted in mobile applications’ source codes.

Site: could refer to either Publisher or Advertiser site or both, depending on the context.

Traffic: the collection of clicks and transactions made by a Publisher’s visitors on an Advertiser site present on the Adlooker platform.

3. SITE USAGE AGREEMENT

(applies to all visitors of Adlooker's website, including our Publishers and Advertisers)

This site usage agreement governs your use of the Adlooker's website located at www.adlooker.com and all associated sites linked to www.adlooker.com by Adlooker, its subsidiaries and affiliates, including ad serving and all supportive services around the world. The Adlooker website is the property of Adlooker LLC. It is accessible worldwide.

Property of content

All site, product and services content (hereinafter “Content”) as text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Adlooker website is owned, controlled or licensed by Adlooker, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws.

NO PART AND NO CONTENT MAY BE COPIED, REPRODUCED, REPUBLISHED, POSTED, PUBLICLY DISPLAYED, ENCODED, TRANSLATED, TRANSMITTED OR DISTRIBUTED IN ANY WAY (INCLUDING “MIRRORING” AND SCREENSHOTS) TO ANY OTHER COMPUTER, SERVER, WEB SITE OR OTHER MEDIUM FOR PUBLICATION OR DISTRIBUTION OR FOR ANY COMMERCIAL ENTERPRISE, WITHOUT ADLOOKER EXPRESS PRIOR WRITTEN CONSENT.

You may use information about Adlooker products and services purposely made available by Adlooker for downloading from the Adlooker website, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Site restrictions

You may not use any automatic device, program, algorithm or methodology such as “deep-link”, “page-scrape”, “robot”, “spider” or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Adlooker's website or any of its Content, or in any way reproduce or circumvent the navigational structure or presentation of the Adlooker's website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Adlooker's website. Adlooker reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Adlooker's website, or any other systems or networks connected to the Adlooker's website or to any Adlooker's server, or to any of the services offered on or through the Adlooker's website, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Adlooker's website or any network connected to the Adlooker's website, nor breach the security or authentication measures on the Adlooker's website or any network connected to the Adlooker's website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Adlooker's website, or any other customer of Adlooker, including any Adlooker account not owned by you, to its source, or exploit the Adlooker's website or any service or information made available or offered by or through the Adlooker's website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Adlooker's website.

You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Adlooker's website or Adlooker's systems or networks, or any systems or networks connected to the Adlooker's website or to Adlooker.

You may not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Adlooker's website or any transaction being conducted on the Adlooker's website, or with any other person’s use of the Adlooker's website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Adlooker on or through the Adlooker's website or any service offered on or through the Adlooker's website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Adlooker's website or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes the rights of Adlooker or others.

Link to other sites

Adlooker's website and service activity may contain links to other independent third-party sites or applications. Such linked sites or applications are not under Adlooker control, and Adlooker is not responsible for and does not endorse the content of such sites or applications, including any information or materials contained on such sites or applications. You will need to make your own independent judgment regarding your interaction with these sites or applications.

Intellectual property

Subject to your compliance with this site usage agreement, Adlooker grants you a revocable, limited, non-exclusive, non-transferable and non-sublicensable license to access and use Adlooker services and products (including scripts, software, promo materials etc.).

You may not copy, modify, distribute, sell, or lease any part of our services or included products, nor may you reverse engineer or attempt to extract the source code of that product, unless you have explicit written permission. You will not remove, obscure, or alter copyright notice, brand features, or other proprietary rights notices affixed to or contained within any Adlooker services, products, site, content and documentation.

Violation of the agreement

You agree that Adlooker may, in its sole discretion and without prior notice, terminate your access to the Adlooker's website and/or block your future access to the Adlooker's website if we determine that you have violated this site usage agreement or other agreements or guidelines which may be associated with your use of the Adlooker's website. You agree that Adlooker will not be liable to you or to any third party for termination of your access to the Adlooker's website as a result of any violation of this site usage agreement by you.

4. ACCOUNT USAGE AGREEMENT

(applies both to Publishers and Advertisers)

Services offered on or through Adlooker's website may require you to open an account. Any natural person with full active legal capacity or any legal person may apply for an Adlooker account. To get service access as Publisher and/or Advertiser who is using Self-service you need to register an account on the Adlooker platform.

ADLOOKER RESERVES THE RIGHT TO ACCEPT OR REJECT YOUR ACCOUNT REGISTRATION REQUEST WITHOUT ADDITIONAL EXPLANATION. After acceptance of your request, you will receive an email notification confirming your account is active. Registering an account on the Adlooker platform implies full and total acceptance of all Adlooker's policies, terms and conditions.

You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. IN CASE OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT, OR ANY OTHER BREACH OF SECURITY, YOU AGREE TO NOTIFY ADLOOKER IMMEDIATELY. Try not to reuse your Adlooker account password on third-party services.

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

To get an Adlooker account you must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information, or create an account for anyone other than yourself without respective authorization. The representative of a legal person making the Adlooker account on behalf of the legal person must ensure that they have all the necessary rights and powers to do that. Advertisers may add several Campaigns to one account.

Adlooker reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your request if deemed appropriate.

Adlooker may immediately close your account at any moment if you engage in fraudulent activity or there is any other reason to terminate your Contract without prior notice. In case Adlooker finds at its sole discretion that there is a threat that you are engaging in any suspicious activity, you have violated the Contract or it is necessary for security reasons, Adlooker may temporally block your account until the cause for blocking your account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, close your account. If your account has been blocked or closed, you may no longer use Adlooker services. For security reasons Adlooker may in addition block your access to the entire Adlooker's website. You agree that Adlooker will not be liable to you or to any third party for termination of your access to your Adlooker account and/or the Adlooker's website as a result of any violation of the Contract by you.

If any of your accounts has been previously closed, or during the time your account has been temporally blocked, for any of the above reasons, you may not create another account without express permission from Adlooker.

Note that if you are an Advertiser using Dedicated campaign management service and you wish to get access to all the statistics, balance statements and other available data related to your use of Adlooker services, you need ask your manager to provide you access to Adlooker account which is related to you.

Dormant account process

In order to use Adlooker services you must keep your account active. If it is inactive for a period of 150 consecutive calendar days, it will be marked as dormant. Please be aware that dormant account process applies also to accounts that have been temporally blocked.

Your activity will be controlled by the system based on your spending as Advertiser or earnings as Publisher. As soon as your account is flagged as dormant, you will get a respective notification by email. Dormant accounts are charged a monthly dormant account fee. If on the last day of the month your account is flagged dormant, a dormant account fee will be deducted from your account balance on the first day of the following month. The monthly dormant account fee is 10% of your balance amount, but not less than 10 USD. If your balance has less than 10 USD, the system will fully deduct the remaining amount. All deducted fees will be displayed in your billing for your overview.

If you re-start using Adlooker services during this process, your account will be immediately marked as active. You understand and agree that all fees already deducted during the dormant account process will not be returned even if your account status becomes active again.

If your billing balance is 0 USD, the system will automatically block your account. You will receive a notification informing you that your account is blocked because of: “Inactive account” status. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there to restore your account. If your account is not reactivated within 90 calendar days it will be archived without option to restore it.

If your account was archived due to dormant account process, you may create a brand new account. Your personal details will once again be available for submission (including site, email address, website URL, application URL).

PLEASE NOTE THAT IN CASE YOU ARE NO LONGER INTERESTED IN USING ADLOOKER SERVICES AND YOU WISH TO AVOID THE DORMANT ACCOUNT PROCESS, YOU MUST DULY TERMINATE YOUR CONTRACT WITH ADLOOKER IN ACCORDANCE WITH ADLOOKER GENERAL TERMS AND CONDITIONS.

5. PRIVACY POLICY

(applies to all visitors of Adlooker website, including our Publishers and Advertisers)

At Adlooker we are deeply committed to respect and protect the privacy of the visitors of Adlooker website (www.Adlooker.com) and our service users. Our privacy policy governs the way in which we use and disclose any personal information we may learn about you when you visit Adlooker website or use our services.

You must disclose clearly any data collection, sharing and usage that takes place on any site, app or other property as a consequence of your use of any Adlooker advertising service. By using Adlooker website, services, advertisement serving or any other related product you signify your acceptance of this policy.

Information collection, use and disclosure

Adlooker adheres to the privacy guidelines created by the Interactive Advertising Bureau (IAB) and Direct Marketing Association (DMA).

Adlooker collects information that you share to Adlooker yourself, e.g. when you complete Adlooker account registration form. This information may include, but is not limited to, your first and last name(s), company name and info (if any), email, address and phone number.

Adlooker uses the information that you have shared for providing you Adlooker services. Adlooker may also use this information for contacting you for marketing purposes and share it with third parties solely to perform services on behalf of Adlooker, such as providing support to Adlooker’s internal operations.

Adlooker may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of Adlooker website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Adlooker rights or property, or the rights or property of visitors to or users of the Adlooker website, including Adlooker customers. Adlooker reserves the right at all times to disclose any information that Adlooker deems necessary to comply with any applicable law, regulation, legal process or governmental request. Adlooker also may disclose your information when Adlooker determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

Adlooker, through IP tracking and the use of cookies and pixel tags, collects anonymous usage statistics. These are industry standard technologies used by many major websites. No personally identifiable information is collected or used in this process. Information that is collected may include:

• Session data
• Geography
• Browser information
• IP Address
• Operating system type

Adlooker may share the data which is collected using IP tracking, cookies and pixel tags to our customers only in the form of anonymous statistics so that it contains no personally identifiable information.

Cookie usage

Like most Internet sites, our Adlooker website may use cookies.

Cookies are small text files placed on the browser or hard drive of your computer, mobile, or other device when you visit a website. Cookies are widely used when providing online services and help to make websites work, or work more efficiently as well as to provide information to the website owners. Cookies do lots of different things, for example, remembering user preferences, letting users navigate between pages efficiently and generally improving the user experience. Cookies are not used to personally identify you in any way, nor will they damage your system or files.

We may use on our Adlooker website the following cookies:

Strictly necessary cookies

These cookies enable services that you have specifically requested for. Strictly necessary cookies are essential for the operation of Adlooker website. They let you move around Adlooker website and use its essential features, e.g. cookies that enable you to log into secure areas of Adlooker website or cookies used by our networking systems (such as load-balancers, or network protection tools).

Analytical / performance cookies

These cookies collect information about how you use Adlooker website. Such information is aggregated, anonymous and not personally identifiable and is used to help us improve how Adlooker website works and to understand what interests our users, e.g. these cookies can recognize and count Adlooker website visitor numbers and see how visitors move around Adlooker website.

Functionality cookies

These cookies allow Adlooker website to remember the choices that you make, (e.g. user name or language), and enable us to provide enhanced, more personal features, greet you by name and remember your preferences to improve your experience. They may be used to provide services that you have asked for. The information collected may be anonymized and these cookies cannot track your browsing activity on other websites.

Targeting or advertising cookies

These cookies collect information about how you use Adlooker website. Such information is aggregated, anonymous and not personally identifiable and is used to help us improve how Adlooker website works and to understand what interests our users, e.g. these cookies can recognize and count Adlooker website visitor numbers and see how visitors move around Adlooker website.

Session cookies

These cookies allow us to link your actions during a browser session. We use session cookies to support the functionality of Adlooker website and to understand your use thereof, i.e. which pages you visit, which links you use, and how long you stay on each page. Session cookies expire after you close your browser.

Persistent cookies

These cookies do not expire immediately after you close your browser, but stay on your device until they expire after a set period of time or you delete them. Each time you visit Adlooker website, our web server will recognize the persistent cookie on your computer’s hard drive. By assigning your computer a persistent, unique identifier, we are able to create a database of your previous choices and preferences. The unique identifier also helps us to keep a more accurate account of how often you visit Adlooker website, how often you return, how your use of Adlooker website may vary over time, and the effectiveness of our promotional efforts.

You can find more information about the cookies we use and the purposes we use them for in the tables below. By using Adlooker website, you agree we can place these cookies on your device:

First Party Cookies (i.e. cookies set on Adlooker website by us):

Cookie	Purpose	Duration type
Session tracking	These are first party cookies, which are both strictly necessary and functional. They gather information to maintain your login details throughout the session, avoiding re-authentication.	Session cookies
Site setting	They store temporary information to enable site functionality and collect and hold certain information which improves your experience on Adlooker website, e.g. by setting you the appropriate language.	Functionality cookies

Third Party Cookies (i.e. cookies set on Adlooker website by third parties):

Cookie	Purpose	Duration type
Google Analytics	These are third party analytical cookies which are used by Google to help us learn about the traffic to Adlooker website. They are used to collect information about how visitors use Adlooker website, including details in respect of the number of visitors to the Adlooker website, where visitors have come to the Adlooker website from and the pages they visited. We use the information to compile reports about how visitors use Adlooker website and to help us improve the site. The cookies collect information in an anonymous form, (none of these cookies collect and/or store any personally identifiable information). In addition to ourselves, Google accesses the information collected by these cookies. Further details in respect of these cookies and what they are used for can be found by found by following this link to the Google website.	Persistent cookies

Please note that third parties, (including, for example, advertising networks and providers of external services like web traffic analysis services), may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies.

Cookies can also be used for Pixel tracking which is explained below.

Adlooker Publishers and Advertisers have to ensure that the privacy policies of their Sites include correct information about cookie usage for advertisement purposes. As Adlooker may use third-party cookies on Publisher sites displaying Adlooker ads, Adlooker Publishers must have and abide by a privacy policy that discloses that third parties (i.e. Adlooker) may be placing and reading cookies on their users' browsers, or using web beacons to collect information as a result of advertisement serving on the Publisher site.

It is possible to tell your browser to reject cookies for all sites or specific sites. Rejecting cookies is not recommended, however, as cookies are intended to improve your browsing experience. For more information about removing cookies, please see the "Opting Out" section below.

Pixel tracking

To ensure the correct delivery and effectiveness of our Advertisers' advertising campaigns, our Advertisers undertake to place on their Sites pixel-tracking tags to measure usage statistics.

Adlooker Advertisers can place pixel tags also on their partners’ websites (i.e. websites belonging not to Advertisers but third parties to where Traffic is directed through the Advertiser’s ads). These tags allow our software to measure non-personal behavioral patterns to indicate the effectiveness of the advertising. No personally identifiable information is collected during this process.

Audience pixels

In order to ensure that Internet users are getting the best level of advertising, our Advertisers undertake to place also audience pixels to track the activity of Internet users and match ads to users. Audience pixels do not store any personally identifiable information.

We use audience pixels to match advertisements that may be of interest to Internet users or to assist our Advertisers and Publishers to deliver advertisements and offers that may be of interest to users within a given segment.

The activity information collected during this process is not used in any other way by Adlooker or its clients other than to serve advertisements.

Opting out

To avoid storing information in your browser, you can easily deny, or opt out of, cookies either by:

(a) Manually deleting them (follow the instructions contained in the "Help" section of your browser).

(b) Choosing to permanently opt-out from seeing advertisements matching your interests.

In order to opt-out, you must have cookies enabled. If you use a different computer, change web browsers or delete this cookie, you will need to repeat the process. If you wish to see ads tailored for you, please opt-in again.

YOUR RIGHTS

If you do not wish to receive any more commercial notifications from Adlooker, you may opt-out of this by sending an email request to contact@adlooker.com. In your email, please indicate which mode(s) of communication you would like to opt-out of (postal mail, email or telephone contact).

You may request details of personal information which we hold about you in accordance with data protection laws. If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible.

In addition you have all other rights provided in applicable laws regulating data protection and electronic transmission of commercial notifications.

CONFIDENTIALITY AND SECURITY

Adlooker adheres to the generally accepted industry standards to protect the information you submit to us. You agree and acknowledge that the Internet may be subject to breaches of security and that the submission of data over the Internet may not be secure. We strive to use acceptable means to protect any information you share with us, however we cannot guarantee its absolute security.

CONTACT

If you have any questions about Adlooker privacy policy or any request regarding the processing of your personal data, please write to us at:

Adlooker LLC
Mayisyan 33a apt 8
Yerevan, Armenia
contact@adlooker.com

6. QUALITY AGREEMENT

(applies both to Publishers and Advertisers)

All Advertisers and Publishers are required to follow Adlooker quality agreement.

YOU SHOULD BE FULLY RESPONSIBLE FOR KEEPING YOUR SITE ALWAYS ONLINE AND REACHABLE BY THE USERS FROM ALL OVER THE WORLD. IF YOUR SITE IS OFFLINE, ADLOOKER IS NOT RESPONSIBLE FOR YOUR LOSSES OR UNEXPECTED SPENDINGS.

This quality agreement covers the most common forms of deceptive or manipulative behavior, but Adlooker may respond negatively also to other misleading practices not listed here. It is not safe to assume that just because a specific deceptive technique isn't included, Adlooker approves of it.

Publisher quality guideline

(applies to Publishers)

In order to ensure a good experience for Internet users and Advertisers, you and other Publishers participating in the Adlooker program are required to follow this Publisher quality guideline.

Upon registration each Publisher must submit a Publisher site to get access to Adlooker platform. By submitting the Publisher site you allow Adlooker to use search and optimization bots to crawl your Sites without session IDs or arguments that track their path through the Site.

You should always test your Site to make sure that it appears correctly in different browsers and monitor your Site's performance and optimize load times. You must monitor your Site for hacking and remove hacked content as soon as it appears.

Create a useful, information-rich Site with clearly and accurately described content. You are not allowed to create multiple pages, sub-domains, or domains with substantially duplicate content. Avoid "doorway" pages created just for search engines, or other "cookie cutter" approaches such as affiliate programs with little or no original content.

You must provide unique and relevant content that gives Internet users a reason to visit your Site. Your Site should have a clear hierarchy and working text links. Every page should be reachable from at least one static text link. Create a site map to your users with links that point to the important parts of your Site. Do not deceive your users.

Adlooker does not check or control the activity of your Site but you should know that your submission may be rejected or your account may be close at any moment without additional review if you engage in fraudulent or illegal activity.

You declare and guarantee that your Site is not/does not contain:

• Fully or partly not working Site
• Site without content
• Pornography, adult or mature content
• Violent content
• Hate speech (including content that incites hatred or promotes violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity), harassment, bullying, or similar content that advocates harm against an individual or group
• Excessive profanity
• Hacking/cracking content
• Illicit drugs and drug paraphernalia content
• Content that promotes, sells, or advertises products obtained from endangered or threatened species
• Sales of illegal alcohol
• Sales of illegal tobacco or tobacco-related products
• Sales of illegal prescription drugs
• Sales of illegal weapons or ammunition (e.g., firearms, firearm components, fighting knives, stun guns)
• Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails
• Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others

Sites part of the Adlooker network may not be loaded by any software that:

• Trigger pop-ups automatically
• Modify browser settings
• Redirect users to unwanted websites
• Otherwise interfere with normal site navigation

After performing an initial check of your submission regarding technical quality, the Adlooker team will determine if ads can be placed on your Site according to the Adlooker advertisement placement policy.

Please note that it is your responsibility to ensure that all of your Sites where the advertisements of Adlooker Advertisers are displayed, whether these Sites are registered under your Adlooker account or not, met this Publisher quality guideline and Adlooker advertisement placement policy at all times. Adlooker has the right to check your compliance with these policies at any point during the time your Contract with Adlooker is valid.

Advertiser quality guideline

(applies to Advertisers)

In order to ensure a good experience for Internet users and Publishers, you and other Advertisers participating in the Adlooker program are required to follow this Advertiser quality guideline.

You undertake to ensure that you have all necessary permits and licenses for the display of the Campaign ads and the operation of Advertiser sites and business activities in the selected countries. In addition you must ensure that the content of the ads and your Site are following all guidelines provided in Adlooker general terms and conditions.

You declare and guarantee that your Campaign, including the Advertiser Site does not:

• Promote goods, services or activities which are prohibited and promoting activity itself is in accordance with all applicable laws of jurisdictions to which Advertiser Site and/or Campaign is concerned (e.g. laws regulating services and products with special regulations such as alcohol and tobacco)
• Contain malware
• Contain material that infringes the rights of any third parties (including but not limited to copyright and other intellectual property rights and personal rights) or which promotes copyright piracy (e.g. unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
• Contain adult content, pornographic, sexual or erotic material
• Contain gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Promote any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Contain inappropriate newsgroup postings or unsolicited e-mail (spam)
• Promote any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
• Contain illegal, false or deceptive investment advice and money-making opportunities
• Provide incentives of any nature to require or encourage users to click on advertisement banners (i.e., charity, sweepstakes, etc.)
• Direct to or be a site which is under construction or incomplete
• Direct to or be a site with extremely limited audiences or viewership
• Contain material which reasonable public consensus deems to be indecent, immoral or other ways inappropriate
• Contain links to other sites presenting the characteristics detailed above
• You agree to inform Adlooker promptly of all significant changes to the look and/or content of your Campaign ads and Sites.

It is your responsibility to ensure that your Campaign, including your Campaign ads and Advertiser sites, met this Advertiser quality guideline at all times. Adlooker has the right to check your compliance with this policy at any point during the time your Contract with Adlooker is valid.

7. ADVERTISEMENT PLACEMENT POLICY

(applies to Publishers)

You are welcome to place the ads of Adlooker Advertisers on any Publisher Site in compliance with our policies. Multiple Advertising spaces can help optimize your performance by leveraging Adlooker’s large inventory of ads. You can put different Adlooker advertisement formats per page.

The best way to measure the effect of multiple Advertising spaces is to examine the impact on your overall earnings. Make sure that the Advertising space with the best location on the page is the Advertising space that appears first in your HTML code. This will help ensure that your prime Advertising space is occupied by the ads that will generate the most revenue for you.

Misleading content

It is important that visitors of your Site are not misled in any way and are able to easily distinguish content from ads. This policy prohibits placing ads under misleading headings or titles. Because ads in such a position might be mistaken for links or listings instead of advertisements, such an implementation is considered unacceptable. Monitor your Site and its layout carefully to ensure this does not happen. It is important not to encourage Internet users directly or indirectly to click Adlooker Advertisers’ ads. To avoid this issue, you are required to use only "sponsored links" or "advertisements" to label any ads.

Common advertisement placement

You are welcome to display Adlooker Advertisers’ ads on the same Site as other third party advertisements provided that the formatting or colors of the third party ads is different enough from that of the Adlooker ads. In other words, if you choose to place non-Adlooker ads on the same Site as Adlooker ads, it should always be clear to the Internet user that these ads are served by different advertising networks and that the non-Adlooker ads have no association with Adlooker. Please also be aware that competitor ads are considered to be part of your Site content and must follow our quality agreement and advertisement placement policy.

Not submited sites and applications

You will be credited for all earning that are made through your Advertisement tag. If you wish to use Adlooker Advertisers’ ads on a Site not associated with your Adlooker account, you will have to make sure that this unregistered Site is in compliance with our quality agreement and advertisement placement policy. If not owned by you, you need to get permission from the owner of the Site to display ads on their site or application. You may place your Advertisement tag along with the other Publisher's Advertisement tag on the same page. In addition, be aware that every Publisher is responsible for the content on which their Advertisement tag is placed. You agree that you are responsible for monitoring each Site, whether registered under your Adlooker account or not, where your Adlooker Advertisement tags appear. If a Publisher site is found in violation of Adlooker general terms and conditions, we may take actions against any Publisher(s) whose Advertisement tag is used. You agree that we might ask you to remove the Adlooker Advertisement tag from unregistered Sites partly or fully for whatever reasons. Please note that when you use Advertisement tags on the same Site as other Publishers, you will still only be credited for these earnings that were made through the Advertisement tag belonging to your own Adlooker account. In other words, if the Site includes Advertisement tags from different Publishers, each of them will be credited independently.

Hosted websites

You are welcome to place Adlooker Advertisement tags on any Site, which comply with Adlooker general terms and conditions, including hosted websites. However, please be aware that in order to use Adlooker services, you'll need to have access to your Site's HTML source code. Also, it is your responsibility to check with your host and determine if using Adlooker services is a violation of their terms of service.

Protected access

You are welcome to place Adlooker Advertisers’ ads on password-protected pages as long as those pages comply with Adlooker general terms and conditions. When submitting application Site, please make sure to provide Adlooker with a non-password-protected page for review. If your pages require a login and irrelevant ads are appearing, we may ask you to provide us a demo account to access protected pages.

8. ANTI-FRAUD POLICY

(applies both to Publishers and Advertisers)

Fraud is a subset of invalid actions that are generated with malicious or fraudulent intent in other words, actions that are intended to drive up Advertisers’ cost or Publishers’ revenue artificially. Sources for these actions include, but are not limited to:

• Clicking or bringing unnecessary or unnatural attention on the Campaign ads
• Users or family members clicking to support the Site
• Using one or several maneuvers that require or oblige an Internet user to click a Campaign ad in order to access any element of the Site or confirm participation
• Using one or several maneuvers that encourage Internet users to click on a banner
• Excessive page refreshes, generated either manually or automatically
• Third-party programs with user incentives, such as paid-to-surf or auto-surf programs
• Using one or several maneuvers that give rise to Commission. Such as double clicks, using fake e-mail address, self-registration, duplicated registration, etc.
• Using automated clicking tools, online robots, or other deceptive software that are programmed to interact with advertisement

Beside artificial activity you must avoid the following techniques:

• Automatically generated content
• Participating in link schemes
• Cloaking
• Sneaky redirects
• Hidden text or links
• Doorway pages
• Scraped content
• Creating pages with malicious behavior, such as phishing or installing viruses, trojans, or other bad ware
• Sending automated queries to Adlooker
• Engaging in unlawful multi-level marketing
• Disable, overload, or impair the proper working or appearance of Adlooker
• Make any modifications to the Adlooker Advertisement tags.

Please note that clicking your own Adlooker ads or Adlooker Advertisers’ ads that are displayed on your Publisher site and generating conversions for any reason is totally prohibited. Clicks on Adlooker ads or done conversion must result from genuine user interest. Any method that artificially tries to generate clicks or conversions on Adlooker ads is strictly prohibited.

Incentive

You may not ask others to click on Adlooker Advertisement tags or use deceptive implementation methods to obtain interaction with the Advertisement tag. This includes, but is not limited to, offering compensation to Internet users for viewing Campaign ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads. In order to ensure a good experience for Internet users you may not:

• Compensate users for viewing Campaign ads, or promise compensation to a third party for such behavior
• Encourage Internet users to click Adlooker ads
• Direct user attention to the Campaign ads using arrows or other graphical gimmicks
• Place misleading images alongside individual ads
• Place Campaign ads in a floating box script

I-frame usage

When you as a Publisher display someone else's website within a frame or window on your own Site, this is considered framing content. Placing Adlooker ads on such pages is strictly prohibited.

Content protected by intellectual property rights

As a Publisher you declare and guarantee that you do not display Adlooker ads on Sites with content protected by copyright law unless you have the necessary legal rights to display that content. This includes Sites that display copyrighted material, Sites hosting copyrighted files, or Sites that provide links driving traffic to sites that contain copyrighted material. Please see ADLOOKER ANTI-COUNTERFEITING & ANTI-PIRACY POLICY for more information.

As a Publisher you declare and guarantee that you do not display Adlooker ads on Publisher sites that offer for sale or promote the sale of counterfeit goods. Goods may be defined as counterfeit good for instance when they contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another. They mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner.

9. ANTI-COUNTERFEITING & ANTI-PIRACY POLICY

(applies both to Publishers and Advertisers and also to any third person)

Special terms used in this policy:

• Content: Any form of material or information, whether digital or otherwise provided by an Advertiser to the Adlooker platform and any content displayed on Publisher’s website
• Service: Distribution of Content through the Adlooker platform

Adlooker does not have any control on the content of Publisher’s site(s) and for this reason, Adlooker cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights.

Compliance with intellectual property laws

When providing Content to the Adlooker platform or acting as a Publisher in accordance with Adlooker general terms and conditions and as modified from time to time, you declare and guarantee that you obey the law and to respect the intellectual property rights of others.

Your use of the Service, providing Content and acting as a Publisher is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You declare and guarantee that you do not upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You declare and guarantee that you abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your Adlooker account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

Inappropiate content

You declare and guarantee that you do not make the following types of Content available. You declare that you do not upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services.

Adlooker reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service. Adlooker may cooperate fully with any law enforcement officials or agencies in the investigation of any violation of the terms and conditions of this anti-counterfeiting & anti-piracy or of any applicable laws.

Copyright infringement - notification

Adlooker does not have any control on the content of Publisher's Site and for this reason, Adlooker cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights.

However, in the event that the Content is located in or accessible in the United States, (“U.S. Content”), Adlooker has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on Adlooker website or with the Service.

In connection with U.S. Content Adlooker has adopted a policy that provides for the possibility of immediate suspension and/or termination of your account or your access to Adlooker website or Service user who is found to have infringed on the rights of Adlooker or of a third party, or otherwise violated any intellectual property laws or regulations. Adlooker may especially have the right to terminate any account involving repeated infringements.

In situations defined above, Adlooker reserves the right to investigate credible allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated, you may provide Adlooker with all of the following information: (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed and information reasonably sufficient to permit Adlooker to contact the rights holder; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Adlooker to locate the material, and the identity location and contact information of the allegedly infringer website, such as the specific URLs and time-and-date-stamped screenshot of the page; (d) Information reasonably sufficient to permit Adlooker to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Adlooker’s designated agent:

Adlooker LLC
Mayisyan 33a apt 8
Yerevan, Armenia
contact@adlooker.com

Alleged violations - termination

In the event that it is determined by Adlooker, in its sole discretion, that a Publisher or Advertiser has engaged in repeat violations of its policy, in addition to any other remedies which might be available, Adlooker shall have the right, but not the obligation (except in the case of a request from legal authority) to terminate the Service of the offending Publisher or Advertiser without notice. Irrespective of the foregoing, Adlooker reserves the right to terminate your use of the Service and/or the Adlooker website.

To ensure that Adlooker provides a high quality experience for you and for other users of the Adlooker website and the Service, you agree that Adlooker or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Adlooker website or the Service. Adlooker does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Adlooker reserves the right to terminate your account or your access to the Adlooker website immediately, with or without notice to you, and without liability to you, if you have violated any of the terms and conditions of this anti-counterfeiting & anti-piracy policy, furnished Adlooker with false or misleading information, or interfered with use of the Adlooker platform or the Service by others.

Notification procedures

In connection with U.S. Content, Adlooker may accept and process valid, reasonable, and sufficiently detailed notices from rights holders or their designated agents regarding Sites in the Adlooker network alleged to be principally dedicated to selling counterfeit goods or engaging in copyright piracy and to have no substantial non-infringing uses. To enable Adlooker to respond most effectively, such notices should provide information outlined above. Adlooker publicly posts the contact information for its designated agent for receiving such notices from rights holders or their designated agents which is as set forth above.

In situations defined above, upon receipt of a valid notice, Adlooker shall have the right, but not the obligation (except in the case of a request from legal authority) to perform an appropriate investigation into the complaint, including a determination of whether the Site has a direct contractual relationship with Adlooker. Adlooker may take steps including but not limited to requesting that the Site no longer sell counterfeit goods or engage in copyright piracy, ceasing to place Adlooker advertisements on that Site (or pages within that Site) until it is verified that the Site (or pages within the Site) is no longer selling counterfeit goods or engaging in copyright piracy, or removing the Site from the Adlooker; Upon receipt of a valid notice, Adlooker may consider any credible evidence provided by the accused Site that it is not principally dedicated to selling counterfeit goods or engaging in copyright piracy or has substantial non-infringing uses. Such credible evidence may take the form of a counter-notice containing the elements set forth in applicable law. In addition, Adlooker may also consider any response by the rights holder to credible evidence provided by the accused Site in defense of its conduct.

Objectives

The policies and procedures of Adlooker are independently designed to achieve reasonable mechanisms to help prevent the participation of Sites that are principally dedicated to selling counterfeit goods or engaging in copyright piracy and have no substantial non-infringing uses in Adlooker’s advertising programs based on the unique aspects and experience of Adlooker. This statement is not intended to impose a duty on Adlooker to monitor its network to identify such Sites. Similarly, it is understood that the voluntary best practices reflected in this statement should not, and cannot, be used in any way as the basis for any legal liability or the loss of any applicable immunity or "safe harbor" from such liability.

10. PUBLISHER AGREEMENT

(applies to Publishers)

The terms and conditions contained in this Publisher agreement together with any other Adlooker general terms and conditions applicable to Adlooker Publishers constitute the basis of the commercial relationship between Adlooker and you as the Publisher, in order to commercialize all or part of your Advertising space by displaying one or several Campaigns of Adlooker Advertisers.

The conditions of the Contract between you and Adlooker prevail over all others, in particular those of yours unless specifically agreed in writing by Adlooker.

In any case, the sole fact that Adlooker does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with you may not be construed as a tacit renunciation of the conditions stipulated herein.

Admission conditions

You can become an Adlooker Publisher if you are a natural person with full active legal capacity or you are a legal person and you comply with Adlooker general terms and conditions. In order to become a Publisher on the Adlooker platform, you must first apply for an Adlooker account either via Adlooker website or by directly contacting Adlooker and submit your Site(s) for acceptance by Adlooker. To submit your Site you must follow the guidelines provided in Adlooker general terms and conditions.

By registering your account you confirm your understanding and unreserved acceptance of Adlooker general terms and conditions.

Obligations

You agree to display the Campaign advertisements according to Adlooker advertisement placement agreement and ensure that your Site(s) follow the Adlooker quality agreement. In addition, you agree not to place Campaign advertisements on a page that contains only or principally advertising messages. Your account identifies one or several unique Sites. If you wish to display Campaign ads on several Sites (different names) you should register all of them in order to have a correct overview of your incomes. You may add, edit and remove any Site from your account at any time. Please be aware, that if you place an Advertisement tag on a Site not previously registered and validated, you must ensure that such Site is in compliance with Adlooker quality agreement and advertisement placement policy.

You acknowledge and agree that Adlooker has the right to request you to stop displaying Campaign ads on all or some of your Site(s), irrespective whether that particular Site has been previously registered and validated or not. Should you refuse to comply with Adlooker’s request, we have the right to immediately terminate your Contract with Adlooker.

You agree that installation of the Advertisement tags required to display the Campaigns advertisements on your Site is fully under your responsibility.

You may remove the Advertisement tags from your Site at any moment without notifying Adlooker. You may also take part in the program(s) of other advertising networks without being obliged to give prior notice to Adlooker.

You agree to inform Adlooker promptly of all significant changes to the look and/or content of your Site. Simply changing the title of the Site as noted in the application form, or changing its hosting site, its size, its objective or its rate of update will in no case incur the automatic termination of your contractual relations with Adlooker. These relations will continue unchanged, and the Campaign advertisements will be inserted in the modified site or application, unless Adlooker decides differently, notably with regard to one or more of the non-exhaustive criteria listed in the quality agreement and the requirements of advertisement placement policy.

In any event, you acknowledge yourself to be completely independent from Adlooker. Consequently, you state and guarantee to Adlooker that you have proceeded with, or will proceed with, at your own cost and as your sole responsibility, all the required administrative obligations (e.g. obligations related with social security, taxes and any other applied obligations) concerning the activities you perform via Adlooker.

Furthermore, you agree to conform to all laws and regulations, decrees, orders and standard practice concerning the exercise of your activity or activities, whatever you may be, and to make sure personally that you have obtained all the relative authorizations, administrative or otherwise, required for this. You, as head of publication for your Site, carry the sole responsibility for its editorial content.

Fraudulent activity

As a Publisher you must follow our anti-fraud and anti-counterfeiting & anti-piracy policies and other similar requirements provided in Adlooker general terms and conditions.

Either direct or indirect, real or potential, the generation of Artificial traffic by an Advertisement tag that belongs to your account will entail the immediate termination of your Contract and your automatic exclusion from Adlooker services without prior notice, your immediate disconnection from Adlooker platform, and the immediate, justified deletion of your account with no liability for compensation due from Adlooker.

You agree that Adlooker has the right to seek compensation for fraudulent activity by making manual adjustments to your actual balance. All such adjustments will be visible in the billing statement page.

In addition, Adlooker reserves the right to bring any necessary civil or criminal action against you and to demand, if it so decides, reimbursement of all or part of the amounts unduly paid to you as well as, if it so decides, damages and compensation.

Statistical data

All statistics in your account are provided for informative purposes only. Your account statistics are available for the last 6-month period only. For getting statistics for more than 6-month range, you should do written request to Adlooker. Unless there any technical issues, the statistics on your account are updated live. However, you agree that provided statistics are subject to validation by Adlooker, and are subject to change without prior notice.

Statistical data is provided only to give you a detailed overview of your daily earnings. All payments and your balance data are based on billing statement that includes all earnings, bonuses, fees, manual adjustments and any other balance movements.

Notifications

You agree that Adlooker is not responsible for un-received notification due to technical reasons including receiving emails to the spam folder.

Intellectual property

Using Adlooker services does not give you ownership of any intellectual property rights in Adlooker services or the content you access.

The fact that you display on your Site the visuals and brand of an Advertiser gives you no intellectual property rights over the elements that constitute the brand or the products and services of the Advertiser.

11. ADVERTISER AGREEMENT

(applies to Advertisers)

The terms and conditions contained in this Advertiser agreement together with any other Adlooker general terms and conditions applicable to Adlooker Advertisers constitute the basis of the commercial relationship between Adlooker and you as the Advertiser, in order to implement one or several Campaigns through the Advertising space of the Publishers with whom Adlooker has entered into contract for the purpose of commercializing all or part of the their Advertising space.

The conditions of the Contract between you and Adlooker prevail over all others, in particular those of yours unless specifically agreed in writing by Adlooker.

In any case, the sole fact that Adlooker does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with the Advertiser may not be construed as a tacit renunciation of the conditions stipulated herein.

Service types

Self-service – all advertising services that are provided through tools on Adlooker website. You agree that if you wish to use Self-service, your Campaign(s) will be created and managed by you. Upon your request Adlooker can provide help and support, however, all actions should be done by you through your Adlooker account.

Dedicated campaign management service– all advertising services that are provided by Adlooker managers. You will be allocated a personal traffic manager who will manage your Campaign(s) according to your needs and requests. For such type of advertisement service, a separate insertion order must be applied for each created Campaign to further regulate Campaign parameters.

Advertiser admission conditions

You can become an Adlooker Advertiser if you are a natural person with full active legal capacity or you are a legal person and you comply with Adlooker general terms and conditions. In order to become an Advertiser on the Adlooker platform, you must first apply for an Adlooker account via Adlooker website following Adlooker account usage agreement (if you wish to use Self-service) or register yourself as an Advertiser by directly contacting Adlooker (in case you wish to use Dedicated campaign management service) and submit your Site(s) for acceptance by Adlooker. To submit your Site you must follow the guidelines provided in Adlooker general terms and conditions.

By registering your account (in case of Self-service) or signing the insertion order (in case of Dedicated campaign management service) you confirm your understanding and unreserved acceptance of Adlooker general terms and conditions.

Campaigns

In case of Dedicated campaign management service you must agree with Adlooker at least on the following characteristics of the Campaign: Campaign name, Campaign URL, traffic type, payout type, (excluded) advertisement formats, vertical (i.e. the theme) of the Campaign, the countries where the Campaign ads are displayed, start and end date of the Campaign, budget, payment terms. The Campaign insertion order may include additional mandatory characteristics. In case of Self-service you can choose all these characteristics yourself by creating your Campaigns with the Self-service tools provided via your account.

Adlooker provides different channels for the display of Campaigns: web, mobile web, in-app and any other new model recognized in the industry. You may choose to operate your Campaigns through some or all of these channels.

Adlooker provides and you may choose from the following types of Campaigns depending on the required pricing model:

Campaign type	Pricing model
Impression	Cost per Mil (CPM): the Advertiser pays for each 1000 impressions (i.e. the appearance of the advertisement on the user’s screen)
Click	Cost per Click (CPC): the Advertiser pays for each time the advertisement is clicked

You fully agree that Adlooker might limit the list of pricing models for different products and services.

The advertisement formats for the Campaigns include standard and exclusive display formats as listed on the Adlooker website: createAbsoluteUrl('/'); ?>adtypes

Adlooker may unilaterally amend the list of advertisement formats with any new models generally used in the industry. In case of Dedicated campaign management service it is by default set forth that you use all ad formats provided by Adlooker but upon an agreement with Adlooker you may choose not to use some of them.

Tracking

In case of Dedicated campaign management service you must agree with Adlooker on a tracking system, which would enable Adlooker to track the agreed actions.

You must ensure that the tracking system works correctly and that Adlooker is notified of every agreed action. You must bear and indemnify Adlooker against any costs or damages associated with the loss of tracking due to circumstances attributable to you.

In case of Self-service only Adlooker tracking system is used.

Obligations

In case of Dedicated campaign management service you undertake to deliver all creative materials and any changes thereof to Adlooker at least 4 days before the agreed date of their implementation. If you delay with the delivery of the materials, Adlooker may postpone the date of their implementation according to the number of days delayed. In case of Self-service you must upload the creative materials via your Adlooker account yourself.

YOU UNDERTAKE TO ENSURE THAT YOUR SERVERS SUPPORT THE TRAFFIC DIRECTED TO YOUR CAMPAIGN THROUGH THE ADVERTISMENT ADLOOKER IS SERVING. You acknowledge that Adlooker takes in no way responsibility for the consequences in case your servers cannot support the Traffic directed to your Site through the Campaign ads Adlooker is serving. However, if such kind of failure happens, you may send to Adlooker an emergency e-mail to critical@adlooker.com. Upon the receipt of such emergency e-mail Adlooker shall make its best reasonable efforts to resolve the emergency, inter alia Adlooker has the right to suspend your Campaign.

You undertake to ensure that you have all necessary rights, permits and licenses for the display of the Campaign ads and the operation of your Sites and business activities in the selected countries. If you breach this obligation, Adlooker will be allowed to terminate the Contract with you prematurely without prior notice, without prejudice to the damages that Adlooker may demand from you. In addition you must ensure that the content of your ads and your Site follow all guidelines provided in Adlooker general terms and conditions, including in the quality agreement.

Any Campaign is published under the responsibility of the Advertiser.

The Advertiser declares and guarantees that any Campaign is in accordance with the laws and regulations in force, especially internet and advertising laws and does not infringe any third party’s intellectual property rights or privacy.

Adlooker reserves the right to refuse or to delete any Campaign which does not comply with laws and regulations in force. In this case no indemnity shall be claimed by the Advertiser to Adlooker.

YOU ACKNOWLEDGE AND AGREE THAT ADLOOKER MAY REJECT ANY OF YOUR CAMPAIGNS AT ANY TIME FOR WHATEVER REASONS.

ADLOOKER CANNOT BEAR ANY RESPONSIBILITY IN CASE OF ILLEGAL CAMPAIGN(S).

Intellectual property

Using Adlooker services does not give you ownership of any intellectual property rights in Adlooker services or the content you access.

All intellectual property rights, both economic and moral, in works and other objects created by Adlooker upon the request of the Advertiser which are subject to the protection of copyright or other intellectual property rights (e.g. in case Adlooker designs an ad for the Advertiser’s Campaign), belong solely to Adlooker and the respective objects of IPR may only be used on Adlooker platform, unless otherwise agreed by the parties.

The Advertiser declares and guarantees that he has all necessary permits and licenses for the display of the Campaign ads and expressly authorizes Adlooker and the Publisher to use/reproduce of the Campaign in result of this Agreement signed with Adlooker.

12. FINANCIAL AGREEMENT

(applies both to Publishers and Advertisers)

This financial agreement fully regulates all financial processes and operations that might be applied by Adlooker.

By using the Adlooker platform to pay for delivered service as Advertiser, or to commercialize your advertisement space as Publisher, you agree that we may communicate with you electronically any finance information related to your account. We may also provide notices to you by posting them in your account on Adlooker website, or by sending them to an email address or street address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent.

Publisher and Advertiser finance services are regulated by separate agreements. Funds on Advertiser or Publisher balance cannot be moved between accounts. Publisher’s earnings cannot be used for paying Advertiser services and Advertiser’s funds cannot be used to withdraw Publisher’s earnings.

Advertiser service agreement

(applies to Advertisers)

If you are using Dedicated campaign management service you must agree to and set up a budget with Adlooker to run the Campaign. The budget may be fixed or unlimited. You may also limit the maximum daily spend. You must pay for Adlooker services based on the invoices submitted by Adlooker. You and Adlooker may agree on the following payment terms: (i) prepayment, (ii) net, or (iii) net + 30 days.

If you are using Self-service you must load funds to your account balance in advance. The funds from your balance may be spent on any Campaign added to your respective Adlooker account. You may set overall and daily limitations on your Campaign spending. If your account balance becomes zero, all your Campaigns related with your respective Adlooker account shall be immediately paused.

PLEASE BE AWARE THAT THE LIMITATIONS ON YOUR CAMPAIGN SPENDINGS ARE NOT LEGALLY BINDING AND ADLOOKER BEARS NO RESPONSIBILITY FOR THE EXCESS THEREOF.

The price for the services provided by Adlooker is calculated based on the pricing model of the Campaign type chosen by you and based on the statistics gathered from either Adlooker tracking system or your internal tracking system. In case of Self-service statistics is gathered only from Adlooker tracking system. In case of Dedicated campaign management service, unless you have granted Adlooker a live access to your tracking system, you must send the previous month’s statistics to Adlooker at the latest by the 7th day of the following month. If you do not have an internal tracking system, the payment will be based on the statistics collected by the Adlooker platform.

All invoices sent by Adlooker shall be under automatic approval and must be paid in full by you. You agree that you are entitled to a refund for delivered services only in cases explicitly set forth in Adlooker general terms and conditions.

When you make a purchase through Adlooker payment gateways, you agree to provide a valid funding account to proceed with payment. When you have successfully completed this funding transaction, we will then transfer that value to your balance.

Pay attention to the details of the transaction, because your total price may include taxes and fees, all of which you are responsible for funding. Upon payment we may charge you with a processing fee of up to 3 % of the invoice amount or any other fee applicable by third party payment service provider.

You are responsible for maintaining the security of your Adlooker account, and you understand that you will be charged for any orders placed on or through your account.

If you are making direct debit payments, you agree that we can charge you any amount that falls within the range you agreed to upon signup. We will notify you in advance if any charge will exceed the agreed-upon range.

Refunds

You are entitled to request for a refund in the following cases:

First, if there has been an incorrect payment transaction.

Second, if you have made a prepayment and you prove that the actions forming the basis of the pricing model of your Campaign are based on a Publisher’s fraudulent activities (i.e. the artificial increase of actions). In order to detect and prove Publishers’ fraudulent activities you undertake to send to Adlooker a weekly detailed report of sources/websites you consider to be fraudulent. In case the Publisher’s fraudulent activities cannot be clearly identified based on your report, Adlooker is entitled to request additional proof from you. If you fail to submit a weekly report or additional proof regarding the Publishers’ fraudulent activities, Adlooker may refuse to give a refund and adjust your balance accordingly. In case you are using post-payment method and you are able to prove Publishers’ fraudulent activities pursuant to this clause, Adlooker will not invoice you for the agreed actions based on Publisher’s fraudulent activities.

Third, if at the end of the validity of the Contract it appears that you have spent for Adlooker services less than you have prepaid. In such a case you are entitled to ask for a refund within 30 days after the termination of the Contract, provided that the amount of your unused balance is at least 50 USD. Before refunding, Adlooker will have to finalize all not invoiced spending and make necessary adjustments where needed. After finalizing all current statistics, your unused balance will be refunded to you at your request, minus an administrative fee of 25% to cover Adlooker’s costs and fees related with the management of giving a refund, within 30 working days. YOUR REFUND WILL BE CREDITED BACK TO THE SAME PAYMENT METHOD AND SAME PAYMENT ACCOUNT THAT YOU USED TO MAKE YOUR LAST PAYMENT. You may be required to provide additional information or documentation in order for Adlooker to confirm your identity, before any refund request is processed.

PLEASE BE AWARE THAT IF YOUR CONTRACT WITH ADLOOKER IS TERMINATED DUE TO THE VIOLATION OF CONTRACT BY YOU (E.G. DUE TO YOUR FRAUDULENT ACTIVITY), ADLOOKER IS ENTITLED TO A CONTRACTUAL PENALTY IN THE AMOUNT OF YOUR UNUSED BALANCE AND THEREFORE, ADLOOKER MAY REFUSE TO GIVE YOU A REFUND BY WAY OF SET-OFF OF THE CLAIMS.

Publisher service agreement

(applies to Publishers)

As a Publisher you will receive from Adlooker Commission for your participation in the promotion of Advertisers’ Campaigns. Your Commission amount is calculated based on data collected by Adlooker. You acknowledge the trustworthiness of this data, which will prevail in the event of a dispute, with regard to the measurement of all elements (impressions, pages viewed, unique visitors, commissions, etc.) of any type. All statistic data access and rules are regulated by the Publisher agreement that is part of Adlooker general terms and conditions.

Commission amounts and the way they are calculated will depend on the prices and calculation methods applied to Advertisers. Therefore, for certain Campaigns (in particular lead campaigns), the data giving rise to your Commission may first require validation by the Advertiser. If there is a disagreement between the data of Adlooker and that of the Advertiser, we will attempt to settle the disagreement with the Advertiser in order to communicate the final, agreed figures to you promptly.

Your daily earnings that you have earned based on the statistical data shall be added to your billing statement in 7 seven days. Your final balance will be based on billing statement records. You fully understand and accept the fact that all payments to you will be based on your balance that is available from billing statement page.

According to Adlooker general terms and conditions, active Publisher accounts need to reach the payment threshold in order to qualify for a payment of Commission. Since Adlooker never issues payments for less than this particular threshold, you are not able to select a form of payment until your earnings have reached this amount. Also, please be aware that if your account has been blocked, you cannot request any payments during the time your account is blocked.

If your account reaches the payment threshold, a payment validation form will be opened, where you will be able to select a payment method, specify your payment data and request payment. Invoice request must be sent in accordance with current regulations, notably regarding whether you are subject to VAT or not. The Adlooker platform will automatically create an invoice based on the information you supplied on your request form and account data.

Unless expressly authorized in writing by Adlooker, you may not require Adlooker to transfer your Commission or any other payment you are entitled to under the Contract to a third person.

Adlooker has the right to provide you any bonuses with or without reason. You agree that you are not able to request bonuses from Adlooker, unless it is dictated by another promo campaign; bonus program is based on Adlooker will only.

If at the end of the validity of the Contract it appears that you have on your balance un-invoiced earnings, you may request for the payment thereof within 30 days after the termination of the Contract, provided that the amount of your un-invoiced earnings is at least 100 USD (before tax). HOWEVER, PLEASE BE AWARE THAT IF YOUR CONTRACT WITH ADLOOKER IS TERMINATED DUE TO THE VIOLATION OF CONTRACT BY YOU (E.G. DUE TO YOUR FRAUDULENT ACTIVITY), ADLOOKER IS ENTITLED TO A CONTRACTUAL PENALTY IN THE AMOUNT OF YOUR UN-INVOICED EARNINGS AND THEREFORE, ADLOOKER MAY REFUSE TO PAY FOR YOUR UN-INVOICED EARNINGS BY WAY OF SET-OFF OF THE CLAIMS.

Payment thresholds

Adlooker minimum payment threshold for Publishers is 100 USD (ONE HUNDRED DOLLARS) before tax. Daily balance reports can be found on the billing statement page.

When you request your payment, we will have up to 14 calendar days starting from the day of payment request to validate your request and proceed with the payment for validated invoices. Each invoice is validated by Adlooker only after your earnings have been checked for any fraudulent activity. In case your payment cannot be proceeded for whatever reason, your earnings will be fully returned to your balance without applied fees. If your invoice is refused due to fraud, we have the right to apply all sanctions stipulated by Adlooker general terms and conditions. If you decide to cancel your payment request before the payment, your earnings will be fully returned to your balance without applied fees.

All of your invoices will be available to download in PDF format from your account.

Liability

(applies both to Publishers and Advertisers)

As an Advertiser you are aware that your payment obligations are deemed to have been performed when the account of Adlooker is credited with the amount due. If you delay your payment to Adlooker under the Contract, you will be charged a penalty interest of 0.1% of the overdue amount for every delayed day. In addition you are obliged to indemnify Adlooker any damages caused by the delay and reimburse the costs of collecting the debt (including the costs of legal assistance, costs of submitting an extra-judicial claim and court expenses.

As a Publisher you must ensure your capability to receive payments from Adlooker. If the receipt of Commission or any other payment from Adlooker fails or is delayed due to your failure to comply with this obligation (including if the failure or delay is caused by a third party payment service provider you are using), Adlooker shall not be liable for such failure or delay. However, Adlooker will cooperate with you in the investigation of the failure or delay of receiving the payment.

If you believe that an unauthorized or otherwise problematic transaction has taken place under your account, you agree to notify us immediately, so that we may take action to prevent financial loss. Unless you submit the claim to us within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against us arising out of or otherwise related to the transaction. If you experience a technical failure or interruption of service that causes your funding transaction to fail, you may request that your transaction be completed at a later time.

If a payment is aborted by a third-party payment provider and is returned to the Adlooker account, Adlooker commits to return those funds to your balance. You agree that transaction fees could be applied to refunded payment(s), so Adlooker reserve the right to deduct all transaction fees from your balance.

Taxation

(applies both to Publishers and Advertisers)

Depending on your location, you may be required to provide certain information for tax purposes. If you are required to submit tax information, you will have to mention this when registering an account or applying for Adlooker services.

If according to applicable law it is your responsibility to pay or withhold taxes on or from your transactions with Adlooker, you agree to indemnify and hold Adlooker harmless from and against any claim arising out of your failure to do so.

Adlooker performs its tax obligations according to the tax laws of the Republic of Armenia. All payments to you from Adlooker in relation to the Adlooker services will be treated as inclusive of tax (if applicable) and will not be adjusted.

Balance adjustments

(applies to both Publishers and Advertisers)

ADLOOKER HAS THE RIGHT TO MAKE ADJUSTMENTS TO YOUR BALANCE IN THE FOLLOWING CASES:

• TO PAY PROMOTION BONUSES
• TO DEDUCT TRANSACTION FEES
• TO ADJUST BALANCE DUE TO TECHNICAL REASONS
• TO ADJUST BALANCE DUE TO FRAUDULENT ACTIVITY
• UPON SPECIAL AGREEMENT WITH YOU (E.G. FOR PAYMENT FOR ADDITIONAL SERVICES)
• ANY RELATED INFORMATION WILL BE ADDED TO THE BILLING STATEMENT.

Payment service providers

(applies both to Publishers and Advertisers)

Adlooker is using different payment service providers to process all financial operations. Information about available payment methods can be found on Adlooker website and from our customer support. You have the right to select any payment service provider available provided your transaction meets all of the criteria set in the terms and conditions for each payment method.

You agree that Adlooker is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees applied to your account. Adlooker has the right to switch payment service provider(s) at any time without notifying you.

For each payment method, there are upper limits for receiving and sending money. Adlooker reserves the right to reject a financial operation if its transaction amount exceeds the specified limit of the payment method. You have the right to select another payment method or abort the operation.

Limitations per payment method:

Payment method	Receiving limit	Sending limit
Wire Transfers	Unlimited	Unlimited
Credit Cards(Visa, MasterCard, Amex, ARCA)	Unlimited	none
Paypal	none	Unlimited

Additional actions

(applies both to Publishers and Advertisers)

By using Adlooker services, you acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness.

We may cancel any transaction if we believe the transaction violates Adlooker general terms and conditions, or if we believe doing so may prevent financial loss. We may also cancel any income, bonuses, prepayment, and adjustments as a result of fraudulent or illegal behavior.

In order to prevent financial loss to you or to us, we may at our sole discretion and without incurring any liability, place a delay on a payment for a period of time, or limit funding instruments for a transaction, or limit your ability to request a payment, or deactivate your account.

In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.

If you leave your account balance unused for 150 consecutive days, or if you delete your account and leave a balance, or if we deactivate your account and you do not meet any conditions necessary to reinstate it within 150 days, we may process your balance to zero in accordance with Adlooker general terms and conditions.

13. LIABILITY

(applies to both Publishers and Advertisers)

CUSTOMER'S LIABILITY

You are fully responsible for the due performance of your obligations under the Contract and must compensate to Adlooker any and all damages caused by the non-performance or unsatisfactory performance of your obligations.

You agree to indemnify, hold and defend Adlooker, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against Adlooker by any and all third-party claims and liabilities arising out of or related to or arising out of or in connection with your use of the Adlooker website, including any served content that is not provided by Adlooker, your use of the Adlooker services, or your breach of any term of the Contract.

If Adlooker takes any legal action against you as a result of your violation of the Contract, Adlooker will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Adlooker.

YOU AGREE THAT ADLOOKER IS ENTITLED TO DEMAND THAT YOU PAID A CONTRACTUAL PENALTY IN THE FOLLOWING CASES:

If your Contract with Adlooker is terminated due to the violation of Contract by you (e.g. due to your fraudulent activity), Adlooker may demand from you a contractual penalty in the amount of your unused balance (if you are and Advertisers) or the amount of your un-invoiced earnings (if you are a Publisher) and set-off its claim for the contractual penalty against your claim for payment.

If you breach your obligation under the confidentiality agreement provided in Adlooker general terms and conditions, Adlooker may demand that you paid a contractual penalty up to the amount of USD 10 000 for each breach. In case the contractual penalty does not cover the actual damages of Adlooker, Adlooker may also demand for compensation for damages exceeding the penalty.

If you as an Advertiser do not have any of the necessary rights, permits or licenses required for the display of the Campaign ads or the operation of your Site(s) and/or business activities in the selected countries and you have not notified Adlooker thereof, Adlooker may demand that you paid a contractual penalty up to the amount of USD 10 000 for each breach. In case the contractual penalty does not cover the actual damages of Adlooker, Adlooker may also demand for compensation for damages exceeding the penalty.

In case Adlooker receives from a third party a complaint, legal action or anything similar (hereinafter the “Complaint”) according to which you either as a Publisher or Advertiser have breached any of the requirements of the Adlooker quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy, you undertake to pay to Adlooker immediately a contractual penalty deposit payment in the amount of USD 100 000 for each alleged event of breach (hereinafter the “Penalty Deposit”).

Adlooker does not have to keep the paid Penalty Deposit separately from its own funds and no interest shall accrue on the Penalty Deposit for your benefit.

You are entitled to demand that Adlooker returned the Penalty Deposit to you only if (i) the third party who submitted the Complaint confirms in writing that it takes back its Complaint and that you have not breached the respective requirement; or (ii) Adlooker is presented with the copy of a court ruling which has entered into force proving that you have not breached the respective requirement.

If Adlooker undertakes to return the Penalty Deposit to you, Adlooker is entitled to deduct from the sum of the Penalty the amount of any reasonable and proven costs (including but not limited to costs for legal assistance) Adlooker has borne in relation with the Complaint.

In any case you do not have the right to demand return of the paid Penalty Deposit once 3 years have expired from the payment of the Penalty Deposit and the conditions for the return of the Penalty Deposit have not been met by that time. In that case the Penalty Deposit shall be treated as a paid penalty payment.

LIABILITY OF ADLOOKER

ADLOOKER DOES NOT PROMISE THAT THE ADLOOKER WEBSITE OR ANY CONTENT, SERVICE OR FEATURE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE ADLOOKER WEBSITE AND SERVICES WILL PROVIDE SPECIFIC RESULTS. THE ADLOOKER WEBSITE AND ITS CONTENT AND ADLOOKER SERVICES ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE ADLOOKER WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ADLOOKER CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE ADLOOKER WEBSITE, PRODUCT OR ANY SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ADLOOKER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADLOOKER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE ADLOOKER WEBSITE AND/OR ANY ADLOOKER SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE ADLOOKER WEBSITE AND ANY LINKED SITES AND ADLOOKER SERVICES. YOUR SOLE REMEDY AGAINST ADLOOKER FOR DISSATISFACTION WITH THE ADLOOKER WEBSITE OR ANY CONTENT OR ADLOOKER SERVICE IS TO STOP USING THE ADLOOKER WEBSITE OR ANY SUCH CONTENT OR ADLOOKER SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

ADLOOKER CANNOT BEAR ANY RESPONSIBILITY IN CASE OF ILLEGAL ADVERTISEMENT OR ILLEGAL CONTENT PUBLISHED ON THE PUBLISHER’S WEBSITE.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Adlooker reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Adlooker website, or any portion of the Adlooker website, for any reason; (2) to modify or change the Adlooker website, or any portion of the Adlooker website, and any applicable policies or terms; and (3) to interrupt the operation of the Adlooker website, or any portion of the Adlooker website, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Adlooker may, in its sole discretion and without prior notice, terminate your access to the Adlooker website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Adlooker website or any service offered on or through the Adlooker website,(4) violation by you of any terms and conditions of the Contract with Adlooker, or (5) unexpected technical issues or problems.

TO THE EXTENT PERMITTED BY LAW (i) IN NO EVENT SHALL ADLOOKER BE LIABLE UNDER THE CONTRACT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) ADLOOKER’S AGGREGATE LIABILITY UNDER THE CONTRACT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY ADLOOKER IN CONNECTION WITH THE CONTRACT WITH YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. You confirm that you have entered into the Contract with Adlooker relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between you and Adlooker.

Force majeure

In any event neither you nor Adlooker are liable for delay or failure to perform under the Contract resulting from any occurrence or event which could not have been reasonably avoided including but not limited to accident, action of the elements, act of God, civil commotion, enemy action, epidemic, explosion, fire, flood, insurrection, strike, lockout or other labor trouble or shortage, natural disasters, riot, unavailability or shortage of material, equipment or transportation, war (whether or not declared), act, demand or requirement of law or of the Governments or any other competent govern­mental authority (force majeure).

The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.

Notwithstanding the foregoing, either party may terminate this Contract upon written notice to the other in the event an occurrence of force majeure lasts for at least 3 months.

14. DURATION AND TERMINATION

(applies to both Publishers and Advertisers)

Your Contract with Adlooker becomes effective upon registration of your Adlooker account or upon signing the insertion order (if you are an Advertiser using Dedicated campaign management service) and is valid for unspecified period.

Each party is within its rights entitled to terminate the Contract, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to contact@adlooker.com or by e-mail from Adlooker to the e-mail address you have previously provided, giving at least 48 hours prior notice.

Provided that Adlooker has made available such a possibility, you may also terminate the Contract by deleting your Adlooker account from the Adlooker platform. You as a Publisher may be given the option to delete your account at any time. You as an Advertiser may be given such an option only if your account has no un-invoiced spending and/or unpaid invoices. You can delete your account by pressing the delete button on your account. After that Adlooker will send you an e-mail with confirmation link. If you confirm your wish to delete your account, the Contract will be deemed terminated, your access to your account will be closed and the provision of all Adlooker services to you stops.

Termination of the Contract in no way modifies the rules of financial agreement in Adlooker general terms and conditions. You will bear all costs associated with the failure to provide a 48-hour notice (if such is requested).

Provided there is a good reason, both you and Adlooker may terminate the Contract also immediately without prior notice. Adlooker may do so inter alia if:

• Regardless of a prior reminder sent by Adlooker, you have delayed your payment under the Contract for 20 days or more
• You as an Advertiser breach the obligation to have all necessary rights, permits and licenses for the display of the Campaign ads and the operation of your Site(s) and business activities in the selected countries
• You fail to comply with any of the requirements of the Adlooker quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy
• You materially breach any other obligation of the Contract and fail to remedy the breach within a reasonable time granted by Adlooker
• This opportunity is set forth in any other provision of the Contract

Upon termination of the Contract your account is immediately closed. If there was unused balanced on your account, you are entitled to a refund or payment of Commission in accordance with Adlooker financial agreement.

Upon termination, the Publisher is required to remove promptly the Advertisement tags provided via the Adlooker platform and installed on the pages of the Publisher site(s).

15. CUSTOMER COMPLAINTS

(applies to both Publishers and Advertisers)

In case you have any complaints (whether of legal, financial, technical or any other nature) or you require additional support, please contact us through the contact form present on Adlooker website, by e-mail: at contact@adlooker.com, or by mail to: ----------------, Armenia. Our support team will get back to you within 48 working hours. If your inquiry requires a more detailed answer, it might take up to 30 working days for processing your request. Adlooker reserves the right to ignore any request in contradiction with Adlooker general terms and conditions.

Any feedback or request you provide shall be deemed to be non-confidential. Adlooker shall be free to use such information on an unrestricted basis.

Court jurisdiction and governing law

(applies both to Publishers and Advertisers)

ADLOOKER GENERAL TERMS AND CONDITIONS HAVE BEEN COMPOSED IN THE ENGLISH LANGUAGE. IF THEY SHOULD BE TRANSLATED INTO ANY ANOTHER LANGUAGE (EITHER PARTLY OR ENTIRELY), THE ENGLISH LANGUAGE VERSION SHALL PREVAIL.

THE PROVISIONS OF YOUR CONTRACT WITH ADLOOKER ARE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF ARMENIA. ANY DISPUTE OR DIFFERENCE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT BETWEEN YOU AND ADLOOKER WILL BE SETTLED BY WAY OF NEGOTIATONS. IF THE NEGOTIATIONS FAIL YOU AGREE TO SUBMIT YOUR CLAIMS AGAINST ADLOOKER EXCLUSIVELY TO HARJU COUNTY COURT IN ARMENIA. ADLOOKER MAY FILE AN ACTION AGAINST YOU EITHER TO HARJU COUNTY COURT IN ARMENIA OR TO ANY OTHER COURT IN COMPLAINCE WITH APPLICABLE LAWS.

Any claim under the Contract must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

Confidentiality agreement

(applies both to Publishers and Advertisers)

You agree to keep all details of the contractual relationship between you and Adlooker confidential (including but not limited to information about Adlooker’s customers and business partners and their contact details, Adlooker’s products and services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged before or during the term of the Contract to any third parties, and to take all necessary measures to prevent such disclosure by your employees and agents (if any) even after they are no longer in your employ.

YOU ACKNOWLEDGE THAT THE INFORMATION ON ITS CUSTOMERS (INCLUDING THEIR NAMES, CONTACT DETAILS, ETC.) IS VERY IMPORTANT TO ADLOOKER AND THEREFORE, YOU AS AN ADVERTISER SPECIFICALLY UNDERTAKE NOT TO USE THE INFORMATION ABOUT ADLOOKER PUBLISHERS DIRECTLY OR INDIRECTLY FOR YOUR OWN OR THIRD PARTY’S COMMERCIAL BENEFIT OR IN ORDER TO COMPETE OR CAUSE PREJUDICE TO THE ACTIVITIES OF ADLOOKER IN ANY MANNER WHATSOEVER; AND SIMILARLY YOU AS A PUBLISHER SPECIFICALLY UNDERTAKE NOT TO USE THE INFORMATION ABOUT ADLOOKER ADVERTISERS DIRECTLY OR INDIRECTLY FOR YOUR OWN OR THIRD PARTY’S COMMERCIAL BENEFIT OR IN ORDER TO COMPETE OR CAUSE PREJUDICE TO THE ACTIVITIES OF ADLOOKER IN ANY MANNER WHATSOEVER.

The duty of confidentiality does not apply if you are required to disclose information under law or if Adlooker has given its prior written consent to release you from your obligation of confidentiality for all or part of the information exchanged. In addition you may disclose relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality.

As an exception, if you are a Publisher you may also disclose accurately the amount of gross payments you have received from the use of Adlooker services.

You agree that we may include your name, logo and other brand features in our presentations, marketing materials, customer lists and financial reports.

16. MISCELLANEOUS

(applies to both Publishers and Advertisers)

If any of the provisions of the Contract are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Contract, so that the Contract shall remain in full force and effect. The Contract constitutes the entire agreement between you and Adlooker with regard to your use of Adlooker services, and all other written or oral agreements or understandings previously existing between you and Adlooker with respect to such use are hereby superseded and cancelled. Adlooker failure to insist on or enforce strict performance of the terms and conditions of the Contract shall not be construed as a waiver by Adlooker of any provision or any right it has to enforce the Contract, nor shall any course of conduct between Adlooker and you or any other party be deemed to modify any provision of the terms and conditions of the Contract. The terms and conditions of the Contract shall not be interpreted or construed to confer any rights or remedies on any third parties.