Terms & conditions

TERMS AND CONDITIONS FOR PUBLISHER(S) AND ADVERTISER(S)

This agreement (hereinafter referred to as "Agreement") governs the relationship between:

Duodecad IT Services S.à r.l., with registered address at 44, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register under the number (R.C.S.) B 171358, with a registered capital of EUR 12 500 (hereinafter referred to as “AWE Network” or “AWE Network platform”) and you (hereinafter referred to as the “Publisher”, “Advertiser” or "you"). By signing up you agree to be bound by the terms and conditions of this Agreement.

DEFINITIONS

For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:

“Advertiser(s)” means one or more customers of AWE Network which create the Advertising Material, and authorize AWE Network as its intermediary to include it on the Publisher’s Website(s).

“Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders created by an advertiser.

“Publisher(s)” means one or more customers of AWE Network responsible for the distribution of online Advertising Material on its Website(s).

“Publisher´s Website(s)” means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.

“AWE Network Network” means the advertising network owned and operated by Duodecad IT Services S.à r.l..

“Ad Serving Platform” describes the technology and service that places advertisements on Websites, which includes an advertising software which has been licensed to AWE Network and which AWE Network hereby sublicenses to Publishers and Advertisers participating in the AWE Network subject to this Agreement.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).

“eCPM” means effective cost per mille. eCPM is used on the AWE Network Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.

“Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less AWE Network margin. Publisher earnings are based on the eCPM generated by the ad spot. AWE Network margin remains at the sole and absolute discretion of AWE Network.

“Unique Click” means the number of times, as recorded by AWE Network is Ad Serving Platform a user visiting Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.

“Administration Panel” means the interface provided by AWE Network to clients (Publishers and Advertisers) in order to buy and sell traffic on the AWE Network platform.

“Insertion Order” is a written authorization to display advertisement on Publisher´s Website(s).

1st Clause: Purpose

    1. By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher´s Website(s) through AWE Network using the Ad Serving Platform. On top of that, AWE Network provides guidance to help Advertiser(s) and Publisher(s).
    2. AWE Network is a service provider and has no effective knowledge about the content in the Publisher´s Website(s) and/or the Advertising Material created by the Advertiser(s), which is published in the Publisher´s Website(s). Publisher and Advertiser are the only responsible parties for such content and will always hold AWE Network harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal to AWE Network at support@awenetwork.com, so we can remove and prevent access to it.

2nd Clause: Publisher Eligible Website(s)

    1. AWE Network reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher’s obligation to make sure it complies, at all times, with AWE Network’s eligibility rules. The following are examples of Publisher´s Website(s) that are not eligible for participation on the AWE Network:
      1. Websites which contain material that infringes upon the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy;
      2. Websites with reference to illicit practices or shock human dignity: Content with pornographic character staging minors; Contents making the apology of voluntary crimes to life, persons the integrity and sexual agressions; Contents making the apology of war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description will be automatically recorded and indicated to proper authorities;
      3. Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.);
      4. Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.);
      5. Websites with illegal, false or deceptive investment advice;
      6. Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.);
      7. Websites that are under construction or incomplete;
      8. Websites with extremely limited audiences or viewership (less than 1000 unique visitors per day);
      9. Websites which violate intellectual property, personal data or privacy laws. Publishers Website(s) shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness;
      10. Websites generated through free blogging or free forum platforms;
      11. Websites with more than 6 ads per page, sites with more than 2 pop-ups and / or pop-unders, sites with more than 1 exit pop-up (all ad networks or affiliate programs together);
      12. Websites presenting no added value to the users;
    2. AWE Network does not control or monitor Publishers Website(s). However, a Website may be brought to its attention or may be checked for any reason. If AWE Network determines that Publisher’s Website(s) includes any forbidden content, AWE Network may close Publisher’s account without prior notification. In such a case, as a penalty for the breach of this Agreement Publisher shall not be entitled to the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Publisher.

3rd Clause: sub-Publishers

    1. Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate this Agreement to their Sub-Publishers and to monitor and enforce their compliance at all times, including any modification hereto. Publishers are responsible for the conduct of their Sub-Publishers.

4th Clause: Misuse, Violation and Unlawful Conduct

    1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
    2. In particular, Publishers are prohibited from attempting to obtain commissions in a fraudulent way, by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the AWE Network including but not limited to any of the following methods:
      1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
      2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser; or
      3. Brand-Bidding.
    3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and sufficient evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, AWE Network will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.
    4. AWE Network’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Any method that artificially and/or fraudulently inflates the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by AWE Network. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by AWE Network, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than AWE Network’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, AWE Network may terminate this Agreement without prior notification. Such termination is at the sole discretion of AWE Network and is not in lieu of any other remedy available at law or equity. AWE Network’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement.
    5. Publisher(s) will indemnify and hold AWE Network harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.

5th Clause: Publisher Payment

    1. Publisher payments can be made bi-weekly via the chosen payout method. Payments are generated automatically by the AWE Network platform. To receive a payment, Publishers must reach the minimum payout limit set up on the AWE Network Platform. If that amount is not reached in a single pay period, the amount will be carried over to the next period(s) until the minimum is reached (without any interest). AWE Network shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by AWE Network.
    2. As a general rule, the Publisher is required to provide invoices for all services rendered. Such invoices shall comply with all applicable domestic law and EU law, as the case may be. In case the Publisher cannot provide an invoice to AWE Network, the latter may generate and issue the Publisher’s invoices on behalf of the Publisher. Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to AWE Network. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold AWE Network totally harmless from any of the said errors, direct or indirect loss or damages. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, AWE Network is expressly authorized to retain any payments due to the Publisher until such incident has been resolved and also obtain direct compensation from those amounts retained in case AWE Network suffers any loss or damage.
    3. Publisher understands and agrees that AWE Network acts solely as a third party for the Advertisers; and that AWE Network shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to AWE Network. Publisher agrees that (i) AWE Network shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher shall hold AWE Network harmless and indemnify it from any claims or liability related to such unpaid amounts. AWE Network agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. AWE Network, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
    4. AWE Network assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in AWE Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
    5. AWE Network is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.

6th Clause: Advertising Material

    1. Publisher(s) shall place the AWE Network Javascript tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the AWE Network Javascript tag in any way without AWE Network prior written consent. The AWE Network Javascript tag for Advertising Material may not be used on a web page other than one located at an approved Website and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location that hasn’t been approved by AWE Network.
    2. AWE Network has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. UTC Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the AWE Network Platform. Publisher understands that AWE Network’s online statistics may not be 100% accurate and that AWE Network may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, AWE Network reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
    3. AWE Network cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted. Statistics of impressions and revenues will be provided by AWE Network.
    4. Advertiser hereby acknowledges that AWE Network makes every effort to provide the Advertiser with quality traffic and high volume of impressions, yet no representation or warranty can be made in that regard, therefore no Advertiser may charge-back any amounts paid already to AWE Network.

7th Clause: Advertising Budget

    1. Advertiser must prepay its advertising budget. Advertiser shall pay all charges in U.S. Dollars. Charges are exclusive of taxes. Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees AWE Network incurs collecting unpaid amounts. Charges are solely based on AWE Network Platform measurements, unless otherwise agreed to in writing. Nothing in this Agreement or an Insertion Order may obligate AWE Network to do credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to AWE Network may be shared with companies who work on AWE Network’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to AWE Network and servicing Advertiser’s account.
    2. AWE Network reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.

8th Clause: Advertiser Refund Policy

    1. AWE Network strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the AWE Network Ad Serving Platform, Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the account if he isn’t satisfied with the AWE Network Network and have remained in compliance with this Agreement. As soon as an Advertiser makes a second deposit in the AWE Network Ad Serving Platform, it is hereby understood that a refund will only be issued for a balance greater than $200 and the transfer fees thereof shall be paid by the beneficiary of the refund. Advertisers canceled / terminated by AWE Network for violating these Terms are not entitled to a refund.

9th Clause: Trade names and Trademarks

    1. By signing up you authorize AWE Network to use the trade names and/or trademarks of you as a Publisher and/or Advertiser only for the purposes of executing this Agreement without any further written approval from the party owning such name or trademark. The same authorization shall be granted by Advertiser(s) towards the Publisher(s) with regard to the Advertising Materials.

10th Clause: Representations and Warranties

    1. Publisher(s) represents and warrants to AWE Network that:
      1. All content, products, and services on the Publisher´s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
      2. The Publisher´s Website(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement;
      3. The Publisher´s Website(s) are free of any “worm”, “virus”, “malware” or other device that could impair or injure any system, person or entity;
      4. It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
      5. It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject to; and
      6. The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material via email or via any other equivalent electronic communications means. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should AWE Network so request, Publisher(s) must provide written evidence of such consent has been granted.
    2. Advertiser(s) represents and warrants to AWE Network that none of the advertising provided contains:
      1. Any material that consists of paraphilia or scatological activities;
      2. Any material that contain children or minors in adult or sexual situations;
      3. Any material that offers illegal products or services;
      4. Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
      5. Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
      6. Promotion of fake documents, copied material, or paper mills;
      7. Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
      8. Promotion of drugs or any related paraphernalia;
      9. Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
      10. Promotion or any attempt to profit from human tragedy or suffering;
      11. Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
      12. Promotion of gambling or online betting that allows U.S. registrations. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing U.S. from the registration field is not considered sufficient. If you would like to advertise a gaming service, please contact us at support@awenetwork.com and detail your services process for blocking U.S. registrations, and provide the expected monthly budget and planned geo-targeting;
      13. Promotion of gambling websites where applicable regulations forbid such promotions. Any Advertiser wishing to promote gambling website hereby warrants that he is legally entitled to promote such gambling sites and that he is fully entitled, pursuant to any applicable regulations, to do so through AWE Network and in the particular countries he wishes to advertise. Advertiser also warrants that AWE Network will incur in no liabilities in allowing Advertiser to promote the gambling websites. Advertiser declares that he is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in such jurisdiction prior to allowing users connected from IP addresses belonging to such jurisdictions. Pre-approval received from AWE Network shall not be construed as AWE Network having checked Advertiser’s compliance with the present clause and will not affect Advertiser’s liability pursuant to its failure to comply with the representations and warranties set forth herein. Furthermore, Advertiser undertakes to ensure compliance with the present clause at all times.
      14. Any content that targets to children of age 18 and younger; and
      15. Any material that does not respect particular advertising rules added in the Administration Panel for specific Publisher´s Website(s).
    3. Advertiser will indemnify and hold AWE Network harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser’s infringements of this Agreement.

11th Clause: Termination

    1. AWE Network may at any time, in its sole discretion, immediately terminate this Agreement and/or any ads campaign with or without cause. AWE Network will make commercially reasonable efforts to notify Advertiser(s), Publisher(s) and Third Parties via e-mail of any such termination within a reasonable period of time.
    2. Advertiser(s) may terminate any ads campaign with or without cause at any time by deactivating the campaign in the Administration Panel.
    3. Publisher(s) may terminate this Agreement by removing the AWE Network Javascript Tag from the Publisher´s Website(s). Prior to that the Advertiser shall notice AWE Network about the termination in due time so no damage should occur at AWE Network as a result of the removed Javascript Tag.
    4. If AWE Network does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.

12th Clause: Confidentiality

    1. You agree not to disclose AWE Network Confidential Information without AWE Network’s prior written consent. “AWE Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the AWE Network; (ii) click-through rates or other statistics provided to You by AWE Network; and (iii) any other information designated in writing by AWE Network as “confidential” or any designation to the same effect. AWE Network Confidential Information does not include information that has become publicly known through no breach by You or AWE Network, or information that has been (i) independently developed without access to AWE Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
    2. Publisher acknowledges that AWE Network might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher’s identity under certain circumstances and specially where Publisher’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. AWE Network will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which AWE Network reasonably deems as being competent to issue such a request.

13th Clause: Data protection

    1. Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.
    2. AWE Network has a Privacy Policy in its website which explains the use we make of personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. Please read the Privacy Policy carefully as once you use our services you will be regarded as having read and accepted its terms.
    3. In accordance with AWE Network’s Privacy Policy, AWE Network may transfer any of your personal data to companies that provide services to help AWE Network with its business activities. By accepting the Agreement and Privacy Policy you expressly agree that your personal data will be transferred to European companies and companies based in countries which comply with an equivalent level of protection as such of the EU. You also expressly consent that your personal data will be internationally transferred to the companies in the United States of America indicated in our Privacy Policy.
    4. Publisher’s privacy policy available to end users shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Website(s). In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Publishers must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use at their websites for storing information in the User’s terminal equipment or retrieving already stored information from the said terminal equipment. Publishers must also implement an opt-in system which ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users’ terminal equipment.
    5. AWE Network makes the cookies information available to the Publisher in its Privacy Policy, shall the Publisher be obliged to disclose detailed information on Publisher Website(s) regarding the cookies being placed by AWE Network on the browsers of visitors to Publisher’s Website(s).
    6. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

14th Clause: Indemnification and Limitation of Liability

    1. Indemnification. You agree to indemnify, defend and hold AWE Network and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the AWE Network, (ii) operation of the Publisher’s Website(s) submitted to AWE Network for participation on the AWE Network Platform or (iii) otherwise arising from a relationship with AWE Network. You also agree to indemnify AWE Network for any legal fees incurred by AWE Network, acting reasonably, in investigating or enforcing its rights under this Agreement.
    2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL AWE Network BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT AWE Network HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL AWE Network’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PUBLISHER.

15th Clause: Amendments

    1. If AWE Network changes the terms of this Agreement, it will post an updated set of terms and conditions on the website and/or will post a change notice and/or send clients an email notice of the changes in advance of implementing the changes.
    2. If any modification is unacceptable to you then you shall immediately terminate this Agreement and all ads campaigns on the AWE Network Platform. If you do not cease this contractual relationship with AWE Network, you will be conclusively deemed to have accepted the changes.
    3. In case of any queries you may contact support@awenetwork.com directly.

16th Clause: Non-Sollicitation

    1. During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the AWE Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for AWE Network to enter into this Agreement with Advertiser, and to provide the services hereunder.

17th Clause: Applicable Law and Jurisdiction

    1. The parties shall irrevocably submit to the exclusive jurisdiction of the courts of Luxembourg City for the purposes of hearing and determining any other dispute arising out of this Agreement.
    2. All matters arising from this Agreement, and any other dispute(s) resolutions referred to the above shall be governed by, and construed in accordance with the laws of the Grand-Duchy of Luxembourg, notwithstanding conflict of law provisions and other mandatory legal provisions.

18th Clause: Miscellaneous

    1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
    2. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of the Grand-Duchy of Luxembourg, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
    3. Sections 11 - 17 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
    4. AWE Network is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement.
    5. Publisher/Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of AWE Network, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
    6. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
    7. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
    8. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
    9. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to AWE Network, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement.
    10. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.