Publisher’s Terms

1. This Publisher's Terms between the company «Primax Digital OÜ», (Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 7-636, 10117, Estonia), acting as an executor of the Service (hereinafter - the "Company" or "AdPrimax" or "Primax" ) and you determine the terms of use of the services of the mobile application and the web portal https://adprimax.com (hereinafter - "Service" or "Platform").
2. This Agreement is a public offer (hereinafter referred to as the "Agreement" or "Terms"), which is legally binding for all users of the Service. By using the Service, you automatically accept all the terms of this Agreement.
3. In these Terms, references to "Your" or "You" refer to the individual/entity who accepts these Terms and agrees to create an account on the Platform and provide services as set forth in and in accordance with these Terms. You and AdPrimax shall be collectively referred to as the "Parties" and references to a "Party" shall refer to the respective party as the context requires.

1. The following words and expressions used in these Terms shall have the following meaning, unless they are inconsistent with the context:
   1. «Account» – means an account created by a Publisher on the Platform in order to provide the Services.
   2. «AdPrimax Ad Tag» – means the piece of HTML or JavaScript code that is inserted into the Source Code that is designed to display or activate the Advertising Material on a Publisher’s Website..
   3. «Advertiser» – means a person or entity that creates an account on the Platform as an advertiser and uses the Services.
   4. «Advertiser’s Website» – means the website that a user is re-directed to after interaction with Advertising Material Implemented on a Publisher’s Website.
   5. «Advertising Material» – means the text, link, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, banners, text ads, landing pages, video ads, sites, pop-ups and pop-unders created by an Advertiser and any other advertising materials containing a hyperlink, which when implemented in a Publisher’s Website and clicked on by a web user, send the web user to the Advertiser’s Website.
   6. «Applicable Law» – means Republic of Estonia law or regulation or any other laws, rules or regulations of other territories or jurisdictions (as the case may be) and as may be amended from time to time.
   7. «Business Days» – means a day (other than a Saturday, Sunday or public holiday) where banks in the country of registration of the Company are open for business
   8. «Confidential Information» – means the terms of this Agreement, all matters relating or connected to its performance and all information or data of a Party, which is disclosed or otherwise comes into the other Party’s knowledge or possession directly or indirectly as a result of this Agreement and being of a confidential nature.
   9. «Charges» – this is the sum of money paid by the Advertiser for the display of advertising material, as specified in clause 5.1.
   10. «Dashboard» – means the information management tool that visually tracks, analyses and displays key performance indicators, including but not limited to the number of advertising impressions, clicks and actions, which is available to Publishers on the Platform.
   11. «Implementation» – means incorporation or integration of the Advertising Materials into the Publisher’s Website which enables web-users to view Advertising Materials or access any of the Advertiser’s Websites by clicking on the relevant Advertising Material as incorporated into the Publisher’s Website and “Implement”, “Implementing” and “Implemented” shall be construed accordingly.
   12. «Inappropriate Content» – means but is not limited to content which promotes violence, discrimination, illegal activities, aimed at political ends, both party political advertising and political advocacy by non-partisan groups, infringes the Intellectual Property Rights of any person, involves malware, viruses, spamming, hacking or phishing or violates advertising regulations or rules of conduct, such as but not limited to advertising for or in connection with medicinal products for the purpose of treatment, prevention or diagnosis of any disease.
   13. «Intellectual Property Rights» – means:

       (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related good will, trade names (whether registered or unregistered), and rights to apply for registration;

       (ii) proprietary rights in domain names;

       (iii) knowhow and Confidential Information;

       (iv) applications, extensions and renewals in relation to any of these rights; and

       (v)  all other rights of a similar nature or having an equivalent effect anywhere in the world.

   14. «Minimum net income» – means the minimum amount required by the payment service provider or the Company to make a payment.
   15. «Net income» – is the amount of money paid by the Advertiser for the impressions of the advertising material (as this term is defined in clause 5.1), less any commissions, fees, taxes or other mandatory payments that may be established by law or internal policies of AdPrimax.
   16. «Platform» – means the platform created by Primax, which is available through the Website, for Advertisers and Publishers.
   17. «Publisher» – оmeans a person or entity that creates an account on the Platform as a publisher, and who is responsible for the distribution of Advertising Material on a Publisher’s website, uses/provides Services, and agrees to follow the Publisher’s Terms.
   18. «Publisher’s Websites» – means the web sites, social media accounts, software or applications which are owned or operated or controlled by a Publisher or are contractually part of a Publisher’s syndication network in order to Implement Advertising Materials.
   19. «Services» – means the services provided by the Publisher, which include the following:

       i) distributing Advertising Material on Publisher’s Website; and;

       ii) any other services which are incidental to the above services.

   20. «Website» – means the domain located at https://adprimax.com, or any other domain(s) that the Company may designate in the future for the purpose of providing/receiving the Services.

1. In order to become a Publisher and offer the Services you must register and create an Account on the Platform.
2. You agree to provide accurate and complete information about yourself during the registration process and you also agree not to impersonate any person or entity, and not to hide your identity from the Company for any reason whatsoever. If you register as a commercial entity, you declare that you have the required authority to bind that entity to this Agreement. When you open an Account, the Company may ask that you provide certain documents to identify yourself and to verify the information you have submitted to us upon registration, such as identification card or a passport, a utility bill, a bank statement or any other document proving your identity issued by a governmental body and/or connection with the entity, as the case may be. the Company reserves the right to refuse or reject a registration, at its own discretion.
3. You are only allowed to register to become a Publisher and/or use/provide/offer the Services if you are eligible in accordance with the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject. The Company has no obligation or capability to, and therefore does not, verify whether you are eligible to use any of the Services and we shall not bear any responsibility for your use/provide/offer of the Services.
4. The Company may directly or indirectly (through third parties), make any inquiries as we consider necessary to check the relevance and accuracy of the information provided for verification purposes.
5. By becoming a Publisher and/or using/providing/offering any of the Services you agree to be bound by these Terms which represent a binding legal contract between the Parties. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our application and platforms. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
6. Publishers are not allowed to hold more than one account with AdPrimax for any reason. The Company shall have the right in its sole and absolute discretion to permit you to register more than one Publisher account. You will need to contact AdPrimax support to request such permission.

1. Publishers are able to use the Services in order to Implement Advertising Materials. In this regard, The Company grants you a non-exclusive, worldwide, royalty-free, fully paid up right to use the AdPrimax Ad Tag on a Publisher’s Website.
2. The Company shall have the right in its sole and absolute discretion to review and approve a Publisher’s Website which has been submitted on the Platform. In this regard, The Company shall have the right in its sole and absolute discretion to refuse to accept a Publisher’s Website which it either disapproves of, or is deemed to be in breach of these Terms. The Company may refuse to accept a Publisher’s Website for many reasons, including but not limited to:
1. websites that are under construction, incomplete or with extremely limited audiences or viewerships;
2. websites that infringe any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);
3. websites which contain or relate to Inappropriate Content; and
4. websites which promote any goods or services that are illegal ( “Illegal Content”), including but not limited to:

i. human trafficking;

ii. money laundering, terrorist financing, proliferation of weapons of mass destruction;

iii. pornography, of any kind, adult or mature content;

iv. any goods of services that are illegal or the promotion, offer or marketing of which is illegal

or that are offered in connection with illegal content, depict children or minors in sexual postures, depict means of propaganda or signs of unconditional organisations glorifying war or violating human dignity;

v. any goods or services, promotion, offer or marketing of which would violate copyrights, trademarks, industrial property rights or other rights of any person;

vi. archaeological findings;

vii. drugs, narcotics or hallucinogens;

viii. weapons of any kind;

ix. illegal gambling services;

x. Ponzi, pyramid or any other “get rich quick” schemes;

xi. goods that are subject to any trade embargo;

xii. media that is harmful to minors and violates laws and, in particular, the provision in respect of the protection of minors;

xiii. body parts or human remains;

xiv. protected animals or protected plants; or

xv. tech support services;

xvi. pages that include browser/tab lockers, hidden redirects or parent page redirects; or

xvii. phishing or hacking of any kind;

xviii. any other illegal goods, services or transactions.

3. You are responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not feature any Inappropriate Content.
4. You hereby expressly agree that a Publisher’s Website which has been submitted on the Platform does not and shall not infringe any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy). You also agree that a Publisher’s Website which has been uploaded on the Platform is not and shall not be offensive or defamatory or unlawful in any other way.
5. The Company shall notify the Publisher, via the Dashboard, of its approval (“Approval”) of a Publisher’s Website which has been submitted on the Platform. Following an Approval, The Company shall provide the Publisher with the AdPrimax Ad Tag to allow the Publisher to Implement the Advertising Materials.
6. Following Implementation, the Advertising Materials may start generating impressions.
7. The Publisher shall place the AdPrimax Ad Tag on all appropriate pages within the Publisher’s Website. A Publisher shall not alter the AdPrimax Ad Tag in any way without prior written consent of the Company. The AdPrimax Ad Tag may not be used on a web page other than one located on a Publisher’s Website which has been approved by the Company on the Platform and may not be distributed or submitted to any newsgroup, email distribution list, chat room, guest books or any other location without prior written consent of the Company. The Publisher is not allowed to place AdPrimax Ad Tag into an iframe without prior written consent of the Company.
8. The Company has zero tolerance against SPAM of any kind, including but not limited to unsolicited e-mails, bulletin boards (forum) spam, chat or messengers spam or comments spam. You are responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not contain SPAM of any kind. The Company reserves the right to terminate your account, in accordance with clause 7.1, if a Publisher’s Website contains SPAM of any kind.
9. Publisher's Website must contain a privacy policy section that clearly discloses any data collection, sharing and usage that takes place on the Website. If the Website is placing and reading cookies on visitors' browsers to collect information, the cookies consent message should be provided to each visitor.

1. The Company collects a Charge from Advertisers (“Charges”), which is calculated according to the following pricing model as follows: Cost-Per-Mille – the cost of 1,000 impressions (“CPM”).
2. The pricing model is called the "Charging Event". The Advertiser also sets the price for the Advertising Material ("Price"). The Charge is calculated taking into account the relevant Charging Event and price. For example, under the CPM pricing model, if an Advertiser sets a price of $1.00, then the Advertiser will be charged $1.00 for every 1,000 impressions.
3. Publisher is entitled to the revenue received from the applicable AdPrimax Ad Tag ("Net income"). Net income is the amount of money paid by the Advertiser for the impressions of the advertising material, less any commissions, fees, taxes or other mandatory payments that may be established by law or internal policies of the Company. By providing the Services, you agree to accept the applicable Payments. You acknowledge and agree that payment obligations under this Term are based solely on the number of impressions. You can view the number of impressions on your dashboard.
4. You acknowledge and agree that the Company may adjust the number of impressions or your Account balance in the event of software errors, server downtime or any other circumstances that cause discrepancies in the number of impressions or your Account balance to correct any inaccuracies.
5. You acknowledge and agree that the Company may adjust your account balance in the event of a chargeback request from an Advertiser, as this will reduce the Charge received from Advertisers and, accordingly, the amount of Net Income In addition, you agree that Net Income is subject to recall and, as such, is contingent, even after it is paid to you.
6. The Company may, in its sole discretion, offer you special Net Income, special payment dates and special minimum Net Income (each a “Special Term”). Any special condition must be agreed upon by the Parties in writing. You undertake not to disclose any information contained in the Special Terms and Conditions to third parties.
7. The Company shall pay the Publisher Net Income every two months on the 1st and 16th of such month (collectively the "Payment Dates" and individually the "Payment Date") on a NET15 basis, provided that the Payment Date falls on a Business Day. If the Payment Date does not fall on a Business Day, the payment is made on the next Business Day after the relevant Payment Date.
8. Payments shall be made to the bank account, payment service provider account or debit/credit card registered on your Account.
9. The Company utilizes Hyperwallet payment services to deliver payments to you. Such payment services are subject to the Hyperwallet Terms of Service and the Hyperwallet Privacy Policy .
10. In the event that the Net Income is less than the "Minimum Net Income", the Company will delay payment until the Net Income exceeds the amount of the Minimum Net Income. Once the Net Income exceeds the Minimum Net Income, the Company will pay the Publisher the Net Income on the next Payment Date.
11. The Company has no control, and is not responsible for any fees or charges that may be imposed by a financial institution (such as a bank or other payment services provider) on the transfer of the Net Income to a Publisher. You agree that any Net Income received by you may be received net, after the deduction of any fees or charges imposed on the transfer.
12. The Company, on a Publisher’s written request, pays the Net Income to the Publisher in a currency other than USD (for example, EUR, GBP or XBT), referring solely to such exchange rate as calculated by Company’s bank or payment provider (the “Conversion”). The Company shall not be responsible or liable for any losses which may be suffered by you as a result of the Conversion, nor shall The Company be liable for any errors in the rates of exchange provided by Company’s bank or payment provider.
13. The Company shall, by method of self-billing, send you invoices in relation to each Payment Date. The invoices shall be generated automatically having regard to the Charges applicable for each Payment Date.
14. Publisher shall provide The Company with accurate data which is fully and legally compliant for the purposes of invoicing and taxation.
15. Any Publisher who is a resident of the European Union and has provided their VAT number ensures that this number is valid and valid in their jurisdiction for VAT exempt invoicing purposes. The publisher bears full responsibility for the accuracy and compliance of the provided VAT number, as well as for compliance with all requirements of tax legislation that apply to such transactions. In the event of any inaccuracy or inconsistency of data, as well as violation of tax legislation, the Publisher bears full responsibility for all direct or indirect damages, losses, fines or expenses that may arise as a result of such violations. The Publisher also releases the Company from any liability for possible damages or losses that may arise as a result of the inaccuracy or invalidity of the provided VAT number. The Publisher confirms that the Company will not issue a VAT invoice. The Publisher hereby confirms that no other VAT invoice will be issued.
16. Publisher shall notify the Company if his VAT registration number has changed or was cancelled.
17. 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 any data provided by the Publisher, the Company is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.
18. In case there is a claim for a chargeback from an Advertiser or if we suspect that you may be in breach of these Terms, we shall hold payment until we make necessary adjustments or conduct necessary investigations.

1. By becoming a Publisher and/or by using the Services you hereby agree, represent and warrant that:
1. you have read understood and accepted these Terms;
2. you have the necessary authority and consent to accept these Terms, to enter into a binding agreement with the Company and to perform the obligations set out herein;
3. if you are an individual, you have sufficient legal capacity (in your jurisdiction) to accept these Terms and to enter into a legally binding agreement with the Company on the terms set out herein;
4. you shall not attempt to obtain fees by using methods to artificially and/or fraudulently inflate the volumes of impression. These methods include, but are not limited to:

   i) framing an ad-banner’s click-through destination;

   ii) auto-spawning of browsers, running ‘spiders’ against the Publisher’s Website;

   iii) using any technique of generating fraudulent impressions as determined by the Company in its sole and absolute discretion;

   iv) using incentives to increase volumes of impressions; or

   v) using proxies, bots or emulated devices/browsers

5. you shall not edit or modify any information in any Advertising Materials or AdPrimax Ad Tags including, but not limited to, changing the size of the Advertising Material or making Advertising Material partially or fully invisible;
6. you shall not use the Services to promote any Illegal Content;
7. you are the owner or licensed to use the Publisher’s Website;
8. you shall not interfere with or attempt to interrupt the proper operation of the Platform or the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, passwords or data mining, or any other means;
9. using/providing/offering the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject to, and your use/provide/offer of the Services shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
10. you will comply with any applicable tax obligations in your jurisdiction arising from your use/provide/offer of the Services;
11. you will monitor all and any changes to your Account and take all steps to maintain and ensure the confidentiality of your Account’s credentials, including, but not limited to passwords, emails and/or usernames;
12. you will immediately inform us of any unauthorized use of your Account or password, or any other breach of security by email addressed to: support@primax.digital.
13. you are responsible for any and all damages caused, and all liability actions brought against the Company for any breach or infringement of these Terms or of any third-party rights or violation of any Applicable Laws;
14. nothing in these Terms excludes or limits the liability of the Publishers for fraud, death or personal injury caused by their negligence, breach of the Terms implied by operation of law or any other liability which may not be limited or excluded by law;
15. any errors or malfunctions caused by or otherwise related to the Services including your own failure to properly maintain or use your Account may result in the loss of any Net Income due to you;
16. you will provide the Company with correct and relevant documents and personal information upon request. In case you provide counterfeit documents and false personal information, such behavior will be interpreted as a fraudulent activity;
17. you are responsible for implementing all reasonable and appropriate measures for maintaining the confidentiality and security of your Account name, user ID, passwords, personal identification and mobile unlock codes that you use to access the Platform;
18. you are not allowed to use, together with AdPrimax Ad Tag, any misleading and/or incentive creatives, logos and/or brand names without written approval of the owners, or confuse and force visitors to take any action;
19. Publisher shall not advertise his Website and/or Referral Link on Company brand name, infringe the intellectual property rights, rights of privacy or any other rights of the Company whatsoever;
20. you will provide the Company with information on sources of traffic on Publisher’s Websites or sources of impressions, clicks or actions in your account upon request. In case you provide false information, such behavior will be interpreted as a fraudulent activity;
21. you will verify the ownership of the Publisher’s Websites upon request. In case you are unable to verify the ownership of the Publisher’s Websites, such behavior will be interpreted as a fraudulent activity;
22. you shall not use Company’s referral program to refer to yourself, members of your family or any accounts that you have direct access to.

If there is a cause

1. We reserve the right to suspend or terminate your Account and/or refuse or cancel any of our Services if we have any reason to believe or suspect that you are in breach of these Terms including your representations and warranties contained herein, or other legal obligation (including fraudulent) without prior notice or liability. We also reserve the right to change, suspend or discontinue all or any part of the Services at any time without prior notice or liability.
2. Further, should your Account be suspended or terminated you will lose access to your Account and will not be able to undertake any transaction on the Platform.
3. You understand and agree that you may not be able to access any of the Services if your Account is suspended. In case the cause of the suspension is resolved by us, we shall restore your Account and restore your access to your Account. We shall not be held liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of your account being suspended.
4. We further reserve the right in our sole discretion, to refuse or cancel any of our Services, and/or refuse to distribute profits (including Net Income) to any person for legitimate reasons, including, without limitation:
1. if we have reason to believe that your activities or use/provide of the Services may be illegal;
2. if we may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services; or
3. if we have any reason to believe, or if for any reason we consider that you have used/provided the Services in breach of or in a manner which contravenes any of these Terms, including your representation and warranties contained herein.
5. If we terminate your Account in accordance with clause 7.1 or if we refuse or cancel any of our Services in accordance with clause 7.4, you surrender your right to receive payment of any balance standing to your credit in your Account and we shall be under no obligation to refund any balance held in your Account, which shall be deemed forfeited.

   Without cause

6. Either Party may, without prejudice to any other rights they may have, by giving ten (10) Business Days notice in writing to the other Party, terminate this Agreement without cause.
7. Subject to clause 7.4, on termination of this Agreement, in accordance with clause 7.6, we shall pay any Net Income due to you up to the date of termination, provided that the amount is above the Minimum Net Income, and this shall be paid to you on the next Payment Date following the date of termination. If the Agreement is terminated by the Company, we shall pay any Net Income due to you, even if the amount is below the Minimum Net Income.

1. In this clause 8, “Company IP Rights” means in relation to the Company, the Platform and Services, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
2. The Company shall grant the Publisher an unlimited, non-exclusive, worldwide, royalty-free, fully paid up right to use the Platform.
3. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any Company IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the Company IP Rights and you understand and accept that by using the Services pursuant to these Terms you shall not:
1. acquire or otherwise be entitled to any Company IP Rights;
2. make a claim in respect of any Company IP Rights or any other equivalent rights; or
3. use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company IP Rights, except with our prior written consent.

1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
1. your use/provide of the Services and/or Platform under these Terms;
2. the performance or non-performance of your responsibilities or obligations under these Terms;
3. your breach of any of the terms and conditions set out in these Terms; or
4. your breach of any rights of any other person or entity.
2. The Company reserves the right to exercise sole control over the defense, at your sole cost and expense, of any claim subject to an indemnity set out in clause 9.1.
3. The indemnity set out in this clause 9 is in addition to, and not in lieu of, any other remedies that may be available to the Company under Applicable Law.

1. To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
1. the Services and/or Platform are available on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to the Services (whether express or implied), including, without limitation, any implied warranties of skill, care, diligence, quality and suitability, fitness for a particular purpose and non-infringement;
2. we do not represent or warrant that the Services and/or Platform is reliable, current or defect- free, meets your expectations, or that any defects will be corrected;
3. we provide no warranties or assurances with respect to the (i) placement or performance of any Advertising Materials; or (ii) the number of views;
4. we are not responsible for the accuracy of the information present on any of the Services and the use of the Services is at your own discretion and risk; and
2. The Company may from time to time carry out routine and emergency maintenance of the Website and/or Platform. The Company  shall give the Publisher as much notice of any routine or emergency maintenance as is reasonably possible and where reasonably possible shall endeavor to perform routine maintenance in such a way as to cause minimal disruption to the Publisher.

1. To the fullest extent permitted by Applicable Law, in no circumstances shall:
   1. The Company or any of the Company Parties (where applicable) be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to:

   1) the use of Services and/or the Platform or otherwise related to these Terms, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if The Company or any of the Company Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable);

   2) delays or disruptions to the Services and/or Platform, including but not limited to, the unavailability or suspension of the Platform for the performance of routine or emergency maintenance;

   3) viruses or other malicious software obtained by accessing the Services or Platform;

   4) the content, actions, or inactions of third parties;

   5) a suspension or other action taken with respect to your Account;

   6) your need to modify practices, content, or behaviours, or your loss of or inability to do business, as a result of changes to these Terms;

   7) illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data;

   2. the aggregate liability of the Company and the Company Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these Terms or the use of or inability to use the Services, exceed the total amount of Net Income paid to you from you under this Agreement in the last three (3) months; and
   3. the limitations and exclusions of liability set out in clause 11.1 shall not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of the Company, nor shall it limit or exclude any losses for which, as a matter of Applicable Law, it would be unlawful to limit or exclude liability.
   4. We shall bear no liability for any damage or interruptions caused by any computer virus, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from the Company, you should login to your Account through the Website, not by clicking links contained in emails.

1. You are solely responsible for determining whether any action or transaction contemplated by these Terms or related to the Services will give rise to any tax implications on your part.
2. You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any/or all other taxes to which you may become liable to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax however arising. Adsterra shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from any action or transaction contemplated by these Terms or related to the Services.

1. Neither the Company nor any member of the Company Parties shall be liable or responsible to you, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.

1. You are solely responsible for maintaining the confidentiality of your Account, including, but not limited to a password, email, wallet address, balance and all activity including transactions made through your Account. The Company personnel will never ask you to disclose your password. Any message you receive or website you visit that asks for the password, other than on the Application, should be reported to the Company.
2. It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Account. The Company also advises you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. You must never allow anyone to access your Account or watch you accessing your account.
3. You must take reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account.

1. We may amend these Terms from time to time, including where there are changes to the Services or as may be otherwise required by any laws or regulatory requirements to which we are subject. The changes will become effective on their effective date and must be accepted by the Account Holder, the first time the Account Holder uses/provides the Services after the publishing of the revised Terms and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that an Account Holder does not agree with any such modifications, the Account Holder’s sole and exclusive remedy is to terminate the use/provid of the Services and close the Account.
2. If any term, clause or provision of these Terms is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, which shall remain in full force and effect.
3. These Terms constitute the entire agreement between the Parties in relation to its subject matter. These Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
4. You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of the Company in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these Terms. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
5. Nothing in these Terms shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and the Company and/or other individuals or entities involved with the development and deployment of the Services.
6. These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Applicable Law.
7. The Parties irrevocably agree that the courts of the Company's country shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes and claims).
8. You acknowledge that by accepting these Terms, you agree on using contact details provided in your personal account for any communication method.

1. You can communicate for any reason, whether a complaint or not, with us by phone or email. Please note that our calls may be recorded so as to safeguard and protect your interests and for us to ensure the quality of our services. The Company may, but are not obligated to, retain any communication with you.