General Terms and Conditions

(hereinafter the‘General Terms and Conditions’)

1.General Terms and Conditions

1.1. These General Terms and Conditions govern all legal relationships, such as offers, insertion

orders ‘( Insertion Orders’) and agreements, between  Partnerive

and the other party ‘( Publisher’) and remain in force after termination of the relationship. 1.2.Any

General Terms and Conditions of the Publisher are hereby specifically excluded.

1.3.Any amendments to these General Terms and Conditions are only valid if agreed specifically

in writing.

2.Offers and entering into an agreement

2.1. All offers from Partnerive are without obligation, unless specifically agreed otherwise, and

may –until the moment of acceptance - be amended or withdrawn at any time by Partnerive

without Partnerive being liable to the Publisher for any form of compensation.

2.2. An agreement, which shall include an agreement to carry out work in any intervening period,

is entered into as soon as the Publisher has accepted the offer from Partnerive in writing or, in the

absence of written acceptance, if Partnerive has confirmed the oral acceptance of the Publisher by

email or fax.

3.Performance of the agreement

3.1. Agreed time schedules for the performance of the service are of the essence and Publisher

shall perform any agreed upon services within the agreed time schedules.

3.2. Publisher shall ensure delivery of the advertising material ( ‘ Advertising Material ’ ) in

accordance with the terms agreed upon in the Insertion Order, the terms provided by the advertiser

of the Advertising Material or otherwise agreed.

3.3. Publisher’s over-delivery of Advertising Material shall not relieve Publisher of any agreed

upon obligation, nor obligate Partnerive to pay more than the total monthly agreed upon amount. In

the case of under-delivery, Partnerive has the right to decrease the agreed upon monthly spend for

the current month, as well as for all remaining calendar months in the campaign, to an amount that

it sees fit.

3.4. Without the prior written consent, Publisher shall not publish any Advertising Materials,

provided by Partnerive, that Publisher has changed in any way whatsoever.

3.5. In the event Publisher publishes the Advertising Material via pop-up windows, it shall always

secure that the terms and conditions in relation to (the subject of) the Advertising Material are

clearly visible to the user at all times.

3.6. Publisher shall not use words or wordings in conjunction with Advertising Material that are

misleading or deceptive, such as, but not limited to the following words: ‘FREE’, ‘Click here

to claim your prize’ , ‘ Only X prizes left ’ , ‘ Only X minutes left’ , ‘ FREE/ free ’ ,

‘Congratulations! You have won an XXX’, ‘You are the winner of an iPhone!’, ‘ Daily

winner!’, ‘Collect your XXX!’, ‘You are selected to receive a free XXXX’ or any words or

wordings that are similar or have the same effect.

3.7. Publisher shall not generate traffic through automatically opening windows, phishing,

spamming or by using spiders or robots and it shall not use Internet scripting, frames or programs

to generate false clicks/leads/sales on any campaign.

3.8. Publisher shall not use, in conjunction with any Advertising Material (i) any keyword that is

linked to a registered brand name, (ii) any keyword that is linked to an illegal or restricted activity

or product, (iii) any keyword identical or similar to "Partnerive", (iv) any keyword linked to

another mobile service provider or (v) keywords at search engines such as adwords, yahoo and

other sponsored links where keywords may be used which are protected by copyright.

3.9. In case of breach with any of the paragraphs 3.6, 3.7 or 3.8 above, all payments will be

blocked and Publisher forfeits a penalty equal to twice all amounts it has received from

Partnerivein the twelve month prior to the moment Partnerive was made aware of the fraud or

breach, notwithstanding the right of Partnerive to claim its actual damage.

3.10. To the extent Partnerive believes Fraud has occurred in any advertising by Publisher,

Partnerive has the right to scrub fraud conversions until 90 days after the initial conversion was

made. Competent evidence will be provided in this case, whereby the fraud report of ScrubKit will

be leading.

3.11. Without the prior written consent of Partnerive, Publisher shall not have any third party carry

out its obligations.

4.Amendments to the agreement and additional work

4.1. If it appears that amendments to the agreement, such as an Insertion Order, are necessary, the

parties shall negotiate in good faith these amendments.

4.2. Adjustments to any agreement, such as an Insertion Orders, are valid when signed by both

parties or when accepted via e-mail.

5.Payment and terms of payment

5.1. PUBLISHER(AFFILIATE) will invoice Partnerive on a monthly basis at the payout rates

reflected in the Insertion Order. The invoice will reflect delivery of final Qualified Lead numbers

that are based upon numbers reported by Partnerive to PUBLISHER(AFFILIATE) pursuant to the

terms of this Agreement.

5.2. Partnerive shall make all payment to PUBLISHER(AFFILIATE) within 30 days of the Invoice

Date.All payments made to PUBLISHER(AFFILIATE) do not include,and

PUBLISHER(AFFILIATE) shall pay, any sales, use or similar tax associated with such payment.

All past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month

or the maximum rate allowed by law, whichever is greater.

5.3. Parties shall keep, maintain and preserve, for the term of this Agreement and for one (1) year

thereafter, accurate records relating to amounts due hereunder (the "Relevant Records"). Either

party shall have a right at least once per calendar year to audit the Relevant Records of the other

party for the purpose of verifying fulfillment of party's payment obligations pursuant to this

Agreement. Each audit will be conducted at a place agreed to by the parties, during the normal

business hours, with at least ten (10) business days prior written notice to party to be audited.

Auditing party shall pay the fees and expenses of the audit, unless the audit reveals a payment

discrepancy of more than ten percent (10%) of all payments due in any consecutive six (6) month

period, in which case audited party shall pay the reasonable fees and expenses of the audit, and

shall immediately pay to auditing party all amounts found to be due.

6.Intellectual property rights

6.1. All intellectual property rights, including copyrights, vested in the Advertising Material and

any results of the work of Partnerive or of any third party subcontracted by Partnerive(hereinafter

‘Intellectual Property’), remain with Partnerive or such third party.

6.2. The Publisher may only use the Intellectual Property if and to the extent agreed upon in writing.

Such authorized use by the Publisher will take place on its own expense and own risk. Insofar as

there is no such agreement in writing, the Publisher is only entitled to use the Intellectual Property

supplied by Partnerive to the extent necessary for the execution of the agreement.

6.3. Unless agreed otherwise, the Publisher is not permitted to transfer, encumber, lend or

otherwise make available the Intellectual Property or any rights vested therein to any third party.

6.4.Any Intellectual Property which are the result of the performance by Publisher will vest in

Partneriveand, to the extent necessary, will be transferred by Publisher to Partnerive at Partnerive’s

first request.

6.5.If the Publisher uses Advertising Material, supplied by Partnerive, in any manner other than for

which consent was given, then the Publisher is liable to pay an amount per day which amount

equals the fee paid to Partnerive in the month prior to such use, notwithstanding the right of

Partnerive to claim its actual damages.

7. Warranties

7.1. The Publisher represents and warrants that Publisher is authorized to publish or otherwise

exploit the Advertising Material as agreed upon.

8.Liability and indemnification

8.1. The liability of Partnerive for direct loss is under any event limited to the amount paid by

Partnerive to the Publisher in the month preceding to the moment the liability arose. ‘Direct

loss ’ means only material loss that is the direct consequence of an attributable fault or an

unlawful act of Partnerive.

8.2. The liability of Partnerive for loss other than direct loss as defined in paragraph [10.1], is

hereby excluded. ‘Loss other than direct loss’ includes consequential loss, business loss, loss of

profit, lost savings, loss due to business stagnation or interrupted communications and loss

resulting from or connected with the materials supplied by Partnerive.

8.3. Publisher indemnifies and hold Partnerive harmless from and against any and all losses,

liability, and expenses (including attorneys' fees) suffered or incurred by reason of any claims due

to a breach of any obligation arising out of any agreement, or damage arising out of any

proceedings or suits based on or arising out of the performances by Publisher.

9.Term and termination

9.1. Unless otherwise agreed in writing, each agreement shall be entered into for an indefinite

period, but may be terminated by either party taking into account a two (2) day prior written notice.

9.2. Parties are entitled to terminate the agreement with the other party without notice if and as

soon as the other party becomes insolvent or seeks bankruptcy or a moratorium. If when the

agreement is terminated the other party has not met all its obligations, then all rights conferred on

the other party shall automatically lapse, without the need for any legal step to achieve this.

10.Prohibition on engagement of employees

10.1.During the term of any agreement between the parties and for a period of one year after

completion of the last agreement, neither the Publisher nor any person or company associated with

the Publisher may employ or otherwise engage the services of any employee of Partnerive who has

been involved in any way with the performance of the agreement. Breach of such prohibition shall

carry an immediate penalty equal to the payment received by Partnerive from the Publisher in the

12 months preceding the moment when any such breach is committed or, where

the collaboration between Partnerive and the Publisher has already terminated, from the time of the

termination, without prejudice to the right of Partnerive to recover compensation for the full

amount of its loss from the Publisher.

11. Non-Circumvention

11.1. During the term of the agreement between the parties and for a period of two (2) years after

termination of the last agreement, Publisher shall not do business directly or indirectly with any

advertiser or other party with which Publisher has done business with via Partnerive, or directly or

indirectly solicit or induce such party to do business directly with the Publisher. Breach of such

prohibition shall carry an immediate penalty of USD 15,000 per event and USD 3,500 for each

day that such breach continues, without prejudice to the right of Partnerive to recover

compensation for the full amount of its loss from the Publisher.

12. Complaints

12.1. Any complaint must be submitted in writing to Partnerive within fourteen (14) days of the

provision of the services or invoice date respectively.

12.2. After the end of such period, no complaint shall be handled and the Publisher loses any right

to make a complaint.

12.3. Unless there is proof to the contrary, the data from the accounts of Partnerive isconclusive.

13. Other terms

13.1. The Publisher is not entitled to transfer its rights or obligations to any third party.

13.2. Each party shall treat as confidential all information received from the other party which it is

reasonable to assume is of a confidential nature and shall not disclose this to any third party.

13.3. These General Terms and Conditions and all agreements between the parties are subject to

Hong Kong law and any disputes shall be brought exclusively before the court with relevant

jurisdiction in Hong Kong.

14. Prohibited Business List & Age Criteria

14.1. You must be 18 or older in order to participate in program.

14.2. Prohibited Business List :Deceptive marketing practices, age restricted products or services,

bail bonds, bidding fee auctions, check cashing, counterfeit goods, currency exchanges or dealers,

drug paraphernalia, extended warranties, fortune tellers, “ get rich quick” schemes; gambling

(including but not limited to lotteries, Internet gaming, contests, sweepstakes, or offering of prizes

as an inducement to purchase goods or services), illegal products or services, mail-order brides,

marijuana dispensaries and related businesses, money transmitters or money service businesses,

multi-level marketing or pyramid schemes, online or other non-face-to-face pharmacies or

pharmacy referral services, pseudo pharmaceuticals, sexually-oriented or pornographic products

or services, substances designed to mimic illegal drugs, telemarketing, online or other non-face-to-

face tobacco or e-cigarette sales, weapons and munitions,terroristic or other illegal organisations,

virtual currency that can be monetized, re-sold or converted to physical or digital goods or services

or otherwise exit the virtual world, selling video game or virtual world credits, selling social media

activity, such as Twitter followers, Facebook likes or Youtube views, any product or service that

infringes upon the copyright, trademark or trade secrets of any third party, or any product, service

or activity that is deceptive, unfair, predatory or prohibited by law

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