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Advertiser’s Terms and Conditions

1. Definitions and Interpretation

1.1. Affiliate network – an affiliate network acts as an intermediary between publishers (affiliates) and advertiser
affiliate programs. It allows website publishers to find and participate in affiliate programs which are
suitable for their website and thus generate income from those programs and allows advertisers offering affiliate
programs to reach a larger audience by promoting their affiliate programs to all of the publishers participating
in the affiliate network.

1.2. Publisher – is a person or company that promotes an Advertiser’s products and services in exchange
for a commission on visitors, leads or sales generated.

1.3. Advertiser – is a company who seeks promotion to their products or services in return for commissions on
leads, sales or both results generated.

1.4. Commission – remuneration paid to a publisher for certain activities specified on the page of the
affiliate program in hand for all the confirmed results detected through the AdGoals platform.

1.5. Channel – a location, where a publisher displays advertisements (websites, blogs, Email campaigns, online
media campaigns, etc).

1.6. Creative – any online marketing material. For example, a banner, e-mail template, video, etc.

1.7. Campaign – an advertiser’s affiliate program.

1.8. CPM (cost per mille) – a commission paid by the advertiser for 1000 views of a banner, link or other
advertising material on any of the publisher’s websites.

1.9. SEM (search engine marketing) – internet marketing that promotes websites by increasing their visibility
in the search engine result pages.

1.10. SEO (search engine optimization) – the process of improving the ranking of a website in search engines’
organic search results.

1.11. Visitor – any user who is not a publisher on the AdGoals platform who has visited a specific website.

1.12. Click – an activity that navigates a visitor to an advertiser’s website.

1.13. Tracking URL – a URL leading to an advertiser’s website, that contains tracking parameters which help AdGoals
count the number of visitors attracted by any of AdGoals’s publishers.

1.14. CPA (cost per acquisition) – a commission paid by the advertiser based on the number of acquisitions.

1.15. CPL (cost per lead) – a commission paid by the advertiser for an activity, which leads to the visitor providing
information to the advertiser, that does not require the visitor to make a purchase.

1.16. Revenue share – a commission paid by the advertiser based on a percentage of a total sale.

1.17. CPC (cost per click) – a commission paid by the Advertiser for every click on a banner, link, etc.

1.18. Hybrid model – a combination of more than one type of commission.

2. Subject-Matter of Agreement

2.1. AdGoals undertakes to provide its services to the advertiser in accordance with this agreement and the advertiser
undertakes to pay the commission for business according to the accepted results.

3. Rights and Obligations of the Parties

3.1. The advertiser provides all the information and support to AdGoals necessary for high quality service rendering.

3.2. AdGoals agrees with the advertiser on the expected advertising results by combining or individually selecting
specific options, CPC, CPM, CPL, CPS, CPA, Rev. Share or Hybrid.

3.3. The price for each campaign’s payout model and detailed description are agreed on an annex for this
Agreement and /or on AdGoals platform for each campaign.

3.4. All prices are given excluding VAT (added value tax).

3.5. AdGoals ensures entire communication and contract signing with existing and potential Affiliates.

3.6. AdGoals may make a test purchase on the advertiser’s website without prior notice to make sure the
system is operating properly.

3.7. In case AdGoals has detected a breach, he is entitled to unilaterally terminate the agreement and keep the
remaining advance/deposit payment as a fine.

3.8. AdGoals guarantees that the commission will be only paid to those affiliates who fulfill all provisions
of the agreement between AdGoals and the affiliates.

3.9. AdGoals and the advertiser assure the highest possible security to its clients’ data.

3.10. AdGoals and the advertiser are compliant with current data protection laws and regulations. Service provider
and the advertiser are aware of the GDPR and its deadline and will be compliant with GDPR as soon as it enters
in to force on May 25
th, 2018.

3.11. The advertiser agrees to cooperate and accepts all activities of the advertising campaign with all affiliates
and their websites decided to promote the advertiser’s product.

3.12. The advertiser shall contact AdGoals immediately regarding any issues related to the advertising campaign
or any of the affiliates.

3.13. All the changes that both parties have agreed to and have been made electronically are valid; therefore,
the signature of the parties is not necessary.

3.14. The advertiser warrants paying the entire commission to AdGoals’s bank account on time.

4. Commission: The Payout model, amount and payment terms

4.1. AdGoals provides an electronic invoice to the advertiser by 5th day following the month in which services
were rendered. The advertiser is obliged to pay sum stated in the electronic invoice during 10 (ten) days
from the receipt of the invoice. The payment of the AdGoals’s invoice must be made by the 15th day
of the following month for the results obtained on the previous months.

4.2.  Invoices are prepared automatically inside the AdGoals’s platform, they will be forwarded electronically
to the advertisers accounting email provided on the platform and are valid without signature.

4.3. AdGoals pays the commission to the affiliates according to the generated accepted results earned by the

5. Trade Secret

5.1. By signing this agreement the parties acknowledge that they have been informed and understand that the provisions
of the agreement, financial reports, statistics, interest rates, amounts to be transferred, terms and conditions
of advertising campaign regardless of the way of rendering and receiving the above mentioned and/or regardless
of information medium that parties hand over to each other for the purpose of the agreement or the other
party unintentionally becomes aware of such information, are confidential and involve trade secret that is
protected by the commercial law and other effective laws and regulations of the Spanish Kingdom, therefore
the parties undertake to not disclose such information to any third person (except if such information is
requested public of local municipality institutions according to the laws and regulations) and use the information
only to the extent necessary for the purposes of the agreement. The parties may disclose the information
provided by the other party to any third person only with a written permission of the other party.

5.2. In case any of the parties has violated this section, the guilty party undertakes to indemnify the other
party for losses incurred as a result of such violation.

6. Dispute Resolution and other provisions

6.1. In case of any dispute regarding completed/outstanding transactions, the Service provider is entitled to
request the advertiser to submit a written confirmation of the transaction. The advertiser undertakes to
respond to such a request within 3 (three) business days.

6.2. The parties shall resolve all disputes and disagreements that may arise in relation to the used of AdGoals’s
affiliate program by mutual negotiations. If no agreement can be reached, the dispute shall be considered
according to the procedure specified by the laws of the Spanish Kingdom.

7. Final Provisions

7.1 This Agreement shall enter into force and become effective on the date of the campaign activation and shall
be concluded for an indefinite period of time.

7.2. Representatives of the parties confirm that they have valid authorization to agree to this agreement and
undertake the obligations under these terms and conditions.

7.3. The conditions introduced in these terms and conditions as well as the rights and obligations of the parties
may only be modified by a written amendment to these terms and conditions.

7.4. Each party shall keep any confidential information received from or belonging to the other party secret
and not disclose such confidential information to anyone without the prior written consent of other party,

  1. It is generally and freely publicly information
  2. Disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction

The obligations of keeping confidential information secret shall continue after the termination of this agreement.

7.5. Any dispute, disagreement or claim arising out of this this terms and conditions, its violation, termination
or invalidity, except disputes concerning payment for services provided and payment for invoices issued,
shall be resolved by a Spanish court in accordance with the legislation of the Spanish Kingdom.

7.6. Any dispute, disagreement or claim arising out of these terms and conditions in connection with payment
for services provided and payment for invoices issued shall be finally resolved by the local court in the
first instance in accordance with the regulations of the Spanish Court and the legislation of the Spanish
Kingdom or by an international credit collection company