Terms and Conditions (Advertisers)

1

Insertion Order #:
Date:
Company Information
Wedebeek Technology Limited
Account Contact:
Name: Phan Ngoc Linh Title: CCO
Address: 174 Chau Thi Vinh Te
Address2:
City: Da Nang Country: Viet Nam Zip: 550000
Email: Biphan@wedebeek.com Phone: +84779521600 Fax:
Financial Contact:
Name: Thong Pham Title: Manager Administration
Address: 251 Dong Da
Address2:
City: Da Nang Country: Viet Nam Zip: 550000
Email: Support@wedebeek.com Phone: +84935930611 Fax:

 

Campaign Information
Start Date: ASAP End Date: TBD
____ per day
____ per day
Grand Total: ____ per day
Data Delivery Instructions:
TRAFFIC RESTRICTIONS:
TRAFFIC ALLOW:

 

Payment Information:
Payment Terms:
Payment Method:


2

Pre-pay
x Invoice
Wire Transfer
Wire Instructions:
Advertiser Contact Information:
Account Executive
Name:
Address:
Phone: Email:
Campaign Manager Billing/AR
Name: Name:
Phone: Phone:
E-mail: E-mail:
Payment Frequency:

TERMS AND CONDITIONS
This agreement (“Agreement”), is made the (“Effective Date”) between (“Advertiser”), with offices at Wedebeek Technology (“Client”), with
offices 174 Chau Thi Vinh Te, My an, Ngu hanh son, Da nang. In consideration of the premises and promises set forth herein, and Client
hereby agree as follows:

I. ACCEPT AND REJECT CONVERSIONS
(A) Pause/Change notifications should be sent by email 48 hours in advance.
(B) Conversions/Leads/Installs are based on Advertiser's Statistics. In case of incongruity, both parties shall settle this amicably and most
accurately by date, time, ips and conversion id.
(C) Wedebeek will charge advertisers based on valid conversions and will be disapproved on invalid conversions.
In case of Conversions/Leads/Installs’ rejection, Advertiser shall provide reason(s) for rejection and provide with detailed sub_id report of
users who were rejected within 5 days of the end of the bill period, otherwise
Conversions/Leads/Installs are considered valid.
Reports of traffic denials need to be sent with specific report details: ( IPs, Date, Customers information, sub_id, Reason). If you are unable
to submit the specific report we request, you must accept the conversions within 5 business days.
(D) If the advertiser hasn't sent the final confirmed number by the due date, all numbers must be accepted unconditionally after 5 business
days.
Advertisers are responsible for paying on time commitment from before signing this contract. Wedebeek will charge for late payment cases
1% of the total bill amount per day.
In case the advertiser does not pay or does not follow what has been signed in this contract, he must bear all costs of damage and be
responsible before the law in the locality where the advertiser registers business as well as at international legal authority.

II. PAYMENT
(A) Advertisers have the right to add or modify the following agreements to better suit the interests of both parties. After agreeing to sign an
agreement, any party that does not comply with IO will accept the penalty according to the provisions of law in the cybersecurity alliance of
Vietnam and of the two countries, the case cannot be resolved, dispute will be resolved by the global community of continents and
compensated in accordance with the International law.

3
(B) Advertisers are responsible for providing all data related to potential customers submitted by affiliates in the event of a dispute for faster,
clearer dispute resolution. All allegations made by advertisers must be well-founded, based on specific and accurate reports. All verbal
accusations or messages without specific reports are believed to be baseless and do not work to deduct money from affiliates.
(C) All disputes must be made within 5 business days at most. If after 5 days from the date of the dispute arose (the date of the final confirmation
number) if the advertiser is still unable to produce reports evidencing the denial allegation against the pubs, all figures must be unconditional
consent. After that, payment must be made as committed by both parties
(D) Confirm Date and Pay Date:
Confirmation numbers and payments from advertisers must be made on time to our request from time to time as follows:
+ For net30 payment needs to confirm last month numbers no later than the
10th - 15th of following month. Pay date: 30th.
+ For Net15 payments, confirm last month numbers must be provided by the
7th – 10th of the following month. Pay date: 15th .
+ For Bi-weekly payment need to confirm number in a following week working from weekend of conversions made. Pay date:
3rd week.
+ For weekly payment need to confirm numbers no later than Tuesday of the following week and payment will be paid on Friday or Saturday
at the latest.

III. NO ASSIGNMENT OR RESALE OF AGREEMENT
Neither party may assign its rights or obligations under this Agreement without written consent from the other party, which shall not be
unreasonably withheld or delayed; provided, however, nothing shall prevent either party from assigning its rights or obligations hereunder to a
successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business of the assigning
party, or any other transaction in which ownership of more than fifty percent (50%) of the assigning party’s voting securities is transferred.

IV. NO OTHER WARRANTIES
Except as expressly provided in this agreement, media partner makes no warranty whatsoever, express or implied, as to the products, services,
and/or information provided hereunder. Client understands and agrees that any information provided hereunder represents self-reported
information from individual consumers, and is provided on an as-is basis. Media partner makes no warranty as to whether client will realize
any profit or receive any payment as a result of the sales provided. Media partner disclaims any warranties that could be implied in contract,
in law, or in equity, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy,
completeness, reliability, or performance, or arising from usage of trade, course of dealing, or course of performance.

V. LIMITATION OF LIABILITY
In no event shall media partner be liable for any special, indirect, incidental, consequential, punitive, or exemplary loss, damage, or expense
in connection with this agreement, including, without limitation, damages relating to loss of profits, income, or goodwill, even if client is aware
of the possibility of damages. In no event shall media partner liability (whether in contract, tort, or otherwise) for monetary damages under this
agreement exceed the fees paid by client to media partner hereunder.

VI.
(A)
INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Media Partner and its officers, directors, employees, representatives, agents,

subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and
attorneys' fees) arising from or in connection with (1) any claim that Client’s use of the Sales or Related Information violates any law or privacy
or publicity right, intellectual property right, or any other right; (2) the products, services, and/or
counsel provided by Client to its customers and/or an Media Partner Sale; (3) any communications by Client to individuals to which the
information in any Sale pertains, or (4) Client’s breach of any of its obligations, representations, or warranties under this Agreement. Media
Partner shall promptly notify Client in writing of all such claims and shall accommodate Client’s reasonable requests for cooperation and
information. Media Partner shall agree to Client’s sole control over the defense and any settlement of such claims; provided, however, that
Client shall not agree to any settlement that could adversely affect the rights or interest of Media Partner without the express written consent
of Media Partner.
(B) Media Partner agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, representatives, agents,
subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and
attorneys' fees) arising from or in connection with (1) any claim that the products and/or services provided by Media Partner hereunder violate
any law or privacy or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or
omission of Client; or (2) Media Partner breach of any of its obligations, representations, or warranties under this Agreement. Client shall
promptly notify Media Partner in writing of all such claims and shall accommodate Media Partner reasonable requests for cooperation and
information. Client shall agree to Media Partner sole control over the defense and any settlement of such claims; provided, however, that
Media Partner shall not agree to any settlement that could adversely affect the rights or interest of Client without the express written consent
of Client.

VII. AUTHORITY
Media Partner and Client each represent and warrant to the other party that (a) such party has the full corporate power and authority to enter
into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder, and (b) this Agreement constitutes
the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such may be limited by

4
applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and
except as may be limited by federal principles of equity.

VIII. AGENCY
If an agency signs the Agreement, it does so as Client’s agent, and Client and agency will be jointly and severally liable for all obligations
hereunder. Agency represents that it has full authority to act on Client’s behalf, provided, however, that nothing herein will release Client or
agency from any obligation or liability hereunder, and Media Partner may look to Client or agency for performance of all obligations under this
Agreement.

X. FORCE MAJEURE
Neither party shall be liable for delays or nonperformance of this Agreement if such delay or nonperformance was caused by: (a) act of God,
act of war, strike, fire, natural disaster, or accident; (b) lack of availability of materials, fuel, or utilities; or (c) any other cause beyond such
party’s control.

XI. CONFIDENTIAL INFORMATION
For a period of three (5) years, beginning on the Effective Date, each party will keep strictly confidential all Confidential Information disclosed
by the other party, except to the extent an applicable governmental law, order, decree, regulation, rule, or process requires disclosure. In the
event of such required disclosure, the receiving party shall provide written notice thereof to the disclosing party as soon as reasonably possible,
and shall reasonably cooperate with the disclosing party in resisting the disclosure of or obtaining confidential treatment for such Confidential
Information.

XII. MISCELLANEOUS
This Agreement and all applicable IOs : (i) shall be governed by and construed in accordance with the laws of Viet Nam, without giving effect
to principles of conflicts of law, and the parties consent to the exclusive jurisdiction of the courts of Amsterdam; (ii) may be amended only by
a written agreement executed by an authorized representative of each party; (iii) constitute the complete and entire expression of the
agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. In the event
that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions
shall remain in full force and effect. All notices, demands and other communications hereunder must be in writing or by written
telecommunications and will be deemed to have been duly given (a) if mailed by certified mail, postage prepaid, on the date three days from
the date of mailing, (b) if delivered by overnight courier, when received by the addressee or if sent by confirmed telecommunication, one
business day following receipt by the addressee at the addresses set forth on the Agreement, or such other address as either party may
specify in writing.
By signing, Media Partner acknowledges and affirms that Media Partner has read, understands and agrees to the provisions of this Agreement,
including the terms of the applicable IO and any Addendum(a) attached hereto, all of which are made a part hereof and together shall comprise
the entire Agreement between Client and Media Partner. In the event of a conflict between these Terms and Conditions and any other
attachment or other document (including Addenda and IOs) these Terms and Conditions shall govern.

XIII. TRAFFIC SOURCES
Please note that the following traffic sources are not allowed under any circumstances on Wedebeek offers.
Iframe
Autosubscription
If Found by Wedebeek, all made sales will be indemnified and will not be paid out to partner.

Wedebeek Technology Client
_______________________________ _______________________________
Signature Signature
_______________________________ ___ ____________________________
Name (Print) Name (Print)
Phan Ngoc Linh
_______________________________ _______________________________
Title Title
CEO
_______________________________ _______________________________
Date Date