Term of Use

This site (the "Site") is available for your use by Xonefy LTD subject to the terms and conditions of this agreement (the "Agreement"). The information provided on this Site is provided by xonefy.com and its third party suppliers ("Information Providers"). BY CONTINUING TO USE THE SITE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, xonefy.com WON'T BE ABLE TO PROVIDE YOU WITH ACCESS TO THE SITE AND YOU SHOULD IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE. xonefy.com may modify this Agreement from time to time in its sole discretion and your continued use of the Site shall constitute acceptance of such modifications.

xonefy.com and Information Providers provide the information available on this Site without responsibility for accuracy and you agree that errors contained in such information shall not be the basis for any claim, demand or cause of action against xonefy.com or any Information Provider. xonefy.com believes its data and text services to be reliable, but accuracy is not warranted or guaranteed. The Site includes facts, views, opinions and Ads of individuals and organisations deemed of interest. Neither xonefy.com or Information Providers guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions or Ads, advise, or advocate the purchase of any particular travel service. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the information available on this Site in any manner without the express written consent of xonefy.com, nor to use the information available on this Site for any unlawful purpose. You agree to access the information available on this Site manually by request and not programmatically by macro or other automated means. xonefy.com may point to other sites that may be of interest to you but for which xonefy.com has no responsibility.

The customers using the website who are Minor / under the age of 18 shall not register as a User of the website and shall not transact on or use the website. The cardholder must retain a copy of transaction records and Merchant policies and rules.

Governing Law and Jurisdiction

Any dispute or claim arising out of or in connection with this website shall be governed and construed in accordance with the laws of the United Kingdom. xonefy.com will NOT deal or provide any services or products to any OFAC sanctions countries in accordance with the law of the United Kingdom. xonefy.com AND INFORMATION PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

NEITHER xonefy.com NOR ANY OF ITS INFORMATION PROVIDERS, PARENTS, MEMBERS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The following Standard Partner Distribution Terms (“Terms”) govern the implementation and use of the products, services, and technology made available by Xonefy to Partner identified in a Partner Enrollment Form. If that Partner has not yet signed a Partner Enrollment Form (1) references to the “Agreement” shall be to the Terms and the Privacy Page , and (2) these Terms permit the use of the Technology, but no payment shall accrue or be made to Partner until such Partner Enrollment Form is signed by both Xonefy and Partner.

1. DEFINITIONS

1.1. "Ad(s)" means advertising content

1.2. "Content" means, graphical, textual, and/or auditory content (which may include text, data, information, photos, images, graphics, audio, video, or other content).

1.3. "Data" means all data collected or generated by Xonefy through the Technology, including any reports or other data made available to Partner in connection with the Agreement.

1.4. "Destination Page" means any webpage or other online location that may be accessed by clicking on Ads.

1.5. "End Users" means viewer of a web page, application, or platform on which the Technology is implemented.

1.6. "Partner Site(s)" means the web properties, applications or platforms identified in the Partner Enrollment Form, together with any additional properties on which Partner elects to implement the Technology upon prior written approval from Xonefy (e-mail will suffice) and on which Partner has ownership and control.

1.7. "Revenue" means net revenue generated from Ads and charged by Xonefy for the display of such ads in the Xonefy network.

1.8. "Technology" means the Javascript, API, SDK and associated protocols provided by Xonefy to Partner that, when implemented on Partner Sites, display one or more Ad(s) and/or permit users to navigate to Destination Pages by clicking on such Ads.

1.9. “Updates” means updates, modifications, or improvements to the Technology from time to time in Xonefy’s sole discretion, including, but not limited to, adding Ads.txt lines and any other similar industry standards.

2. TECHNOLOGY, PLACEMENT AND APPEARANCE

2.1. Partner shall implement the Technology pursuant to Xonefy’s technical instructions, including any implementation guides made available by Xonefy, as revised from time to time. Xonefy, in its sole discretion, may determine which of Xonefy’s available Technology (e.g., JS, API, SDK or any other equivalent technology) shall be used in each Partner implementation.

2.2. Partner shall display the Technology throughout the Term in accordance with all self-regulatory codes and applicable laws and regulations, including with respect to disclosing the source or nature of the Ads. Without limiting the foregoing obligation, Partner agrees to comply with Xonefy’s instructions regarding how the Technology is to be displayed, labelled, or identified.

2.3. Xonefy may make Updates from time to time. If Xonefy requests Partner to implement any such Updates, Partner shall make such Updates within thirty (30) days of receipt of same from Xonefy; provided, that if Xonefy requests Partner to implement any Updates that Partner can demonstrate would materially and adversely affect the performance of Partner Sites, Xonefy may either address Partner’s concerns to its reasonable satisfaction or agree not to require Partner to implement such Updates.

3. REVENUE & PAYMENT

3.1. During the Term, Partner will be paid the percentage of Adjusted Gross Revenue indicated on the Partner Enrollment Form. Xonefy shall make such payments within a certain number of days (as indicated on the Partner Enrollment Form) after the end of any calendar month during which Xonefy collects Revenue. For clarity, Revenue is net of, inter alia, fees for third-party data services integrated into Xonefy’s platform, invalid clicks/impressions, and advertiser and agency discounts/rebates.

3.2. Partner must promptly provide Xonefy completed and accurate tax forms and all other similar materials Xonefy requires, which may include tax form W-8BEN, W-8BEN-E or W-9 if applicable (collectively all such forms and materials, “Tax Materials”). Notwithstanding anything set forth to the contrary in this Agreement, Xonefy may (a) withhold payments owed to Partner hereunder without penalty or late fee until Xonefy has received Partner’s Tax Materials, and (b) deduct any applicable withholding taxes payable by Xonefy from payments owed to Partner by Xonefy hereunder as required by law. Once Xonefy has received the Tax Materials, Xonefy will use commercially reasonable efforts to pay any amounts not paid to Partner pursuant to the foregoing subsection (a) as soon as reasonably practicable. All payments to Partner shall be subject to withholding for income taxes and similar deductions, as required by applicable law

3.3. To ensure proper payment, Partner is responsible for notifying Xonefy of accurate contact and payment information. Partner is also responsible for any charges assessed by Partner’s bank or payment provider. If the amount owed to Partner is less than US$50, then the amount owed will be accrued if and until the calendar month in which the balance of the payments due to Partner exceeds US$50. Any dispute regarding a payment from Xonefy must be submitted to Xonefy in writing within thirty (30) days of postage or wire transfer date of such payment or it shall be deemed waived.

3.4. Xonefy may withhold, set off, charge or credit back payments to Partner, if Xonefy, in its sole reasonable discretion, believes that any activity related to such payment is fraudulent or invalid in nature or if Xonefy was charged, credited back or not paid for any reason by the advertiser. Invalid activity is determined by Xonefy in every circumstance and may include, but is not limited to, (i) invalid clicks on or impressions on Ads generated by any person, bot, automated program or similar device, including through any clicks/impressions originating from Partner’s IP addresses or computers under Partner’s control; (ii) clicks/impressions solicited or generated by payment of money, false representation, or requests for End Users to click on Ads or take other actions; (iii) Ads served to End Users whose browsers have JavaScript disabled; and (iv) clicks/impressions co-mingled with any of the activities described in i, ii, and iii above.

3.5. In addition to Xonefy’s other rights and remedies, Xonefy may (i) withhold and offset any payments owed to Partner under the Agreement against any fees Partner owes Xonefy under the Agreement or any other agreement (including in case of a material breach), and/or (ii) require Partner to refund Xonefy within thirty (30) days of any invoice, any amounts Xonefy may have overpaid to Partner in prior periods. If an Xonefy advertiser or client whose Ads were displayed on any Partner Sites defaults on payment to Xonefy, for any reason, Xonefy may withhold payment or charge back Partner’s account.

4. PRIVACY

The parties are each a controller and/or a business in respect of End User data collected and processed via Partner Sites and each party shall comply with all relevant provisions of data protection laws as it applies to matters under the Agreement and ensure that they process data fairly and lawfully in the provision and receipt of the Technology. Each party shall at all times satisfy the requirements for an appropriate legal basis for the processing of End User data. Xonefy and Partner shall each maintain and display on their respective websites an easily accessible and discoverable privacy notice and/or policy that complies with all applicable laws, and with respect to Partner, that discloses usage of third-party technology to collect, use and share data for the purpose of serving ads on Partner Sites. Xonefy's Privacy Policy is available here.

5. LICENSE TERMS

5.1. During the Term and subject to Partner's full compliance with all the terms of the Agreement, Xonefy grants Partner a limited, non-exclusive, revocable, non-sublicensable, non-transferable licence to use the Technology to display Ads on Partner Sites in the form and format provided.

5.2. Xonefy grants Partner, during the Term, a limited, worldwide, non-exclusive, royalty-free licence to use and display Xonefy's trademarks, service marks and logos (collectively, “Xonefy Marks”), as incorporated into the Technology, strictly in accordance with Partner's obligations and rights in the Agreement. All goodwill arising out of Partner's use of any of the Xonefy Marks shall inure solely to the benefit of Xonefy. Xonefy shall have the right to refer to Partner and Partner Sites in any general listing of advertisers or partners (including in marketing and sales materials). Notwithstanding the foregoing, each party will request prior written consent before issuing a press release regarding the Agreement or using the other party's name on its website other than in accordance with the Agreement.

5.3. As between the parties: (a) Xonefy retains all right, title and interest in and to the Xonefy Marks, Technology, Data, and Content displayed on or made available by the Technology (excluding any Content from Partner Sites which shall be owned by Partner); and (b) Partner retains all right, title and interest in and to Partner Sites including the look and feel, excluding the items described in subparagraph (a) above, (including without limitation all intellectual property rights in them).

5.4. The licences granted under the Agreement are specifically set forth in the Agreement; there are no implied rights. All rights not expressly granted to Partner in the Agreement are reserved by Xonefy.

6. PROHIBITED ACTIVITY

6.1. Partner will not: (i) edit, modify, truncate, filter, or change the order of Ads; (ii) obscure, modify or redirect End Users away from a Destination Page, or intersperse any Content between the Ads and any Destination Page; (iii) minimize, remove or otherwise inhibit the full and complete display of the Technology; (iv) artificially inflate clicks or impressions on Ads, or encourage or require any person to click on Ads using incentives or other methods and/or engage in any automated, deceptive, fraudulent, invalid, incentivized, or other methods that are designed to generate clicks which are not the willing actions of End Users; (v) remove, deface, obscure, or alter any notices of intellectual property rights included in the Technology; (vi) access, reproduce or use the Technology in any manner or for any purpose other than as expressly permitted under the Agreement; (vii) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Technology, or attempt to create a substitute or similar service or product through use of or access to Technology or related proprietary information; (viii) attempt to interfere with or disrupt the Technology or attempt to gain access to any systems or networks that connect to it other than through the Technology as implemented pursuant to the Agreement; (ix) copy, cache, distribute, display, alter, or otherwise use any Ads (or authorize or assist any third party to do so) except as provided through the Technology; or (x) use the Technology for any purpose not authorized by Xonefy, including for any purpose that is inconsistent with the Implementation Guides as provided to Partner.

6.2. Partner warrants that it will not deploy the Technology on any properties that display or contain adult, obscene, pornographic, defamatory, libellous, infringing, abusive, fake or deceptive or illegal Content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities or is directed at children under of the age of 16. Xonefy reserves the right in its sole discretion to disable the Technology on any property at any time.

6.3. Except as expressly and unambiguously authorised under the Agreement, Partner will not copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorised by applicable statutory law), modify or alter any part of the Technology or otherwise use the Technology on behalf of or for the benefit of any third party.

7. REGISTRATION

Partner is not required to register on the Xonefy website to use the Technology. If Partner registers, it will have access to online reports and the Xonefy dashboard, which allows Partner to control specific settings for the Technology. To the extent that Partner has access to the Xonefy dashboard, Xonefy may collect Partner’s (or individuals who act on behalf of Partner) personally identifiable information. Partner will be solely responsible for all changes to data made by it, or individuals acting on Partner’s behalf, through the Xonefy dashboard. Estimates of revenue displayed in the Xonefy dashboard are provided solely for Partner’s convenience. Xonefy does not guarantee that the estimated amounts displayed, if any, shall be precise or reflective of amounts due to be paid to Partner as a result of the Agreement. Access to Xonefy dashboard shall be solely at the discretion of Xonefy and may be discontinued at any time.

8. SUSPENSION OF TECHNOLOGY & TERMINATION

8.1. Xonefy may suspend or discontinue all or any aspect of the Technology, including its availability, at any time if required by exigent circumstances (such as a significant security breach, propagation of malware, other viruses to users, etc.) or other improper, unlawful, fraudulent or misleading circumstances.

8.2. Either party may terminate the Agreement at any time in the event of a material breach by the other party of any provision of the Agreement that remains uncured for seven (7) days after the breaching party’s receipt of written notice of the breach.

8.3. The Agreement is terminable on fourteen (14) days prior written notice unless otherwise stated on Partner Enrollment Form. In addition, Xonefy may terminate the Agreement on prior written notice if the Technology is not implemented within thirty (30) days of Xonefy sending the Technology to Partner. Upon expiration or termination of the Agreement, all rights, and obligations of the parties under the Agreement will be extinguished, except for Sections 1, 6, 9.6, 9.7, 10, 11 and 12 of the Terms which will survive termination, as well as any other terms of this Agreement which, by their nature should survive termination, and continue to bind the parties.

9. LIMITED WARRANTIES & INDEMNITY

9.1. Each party represents and warrants to the other that:
(i) it has all right, power, and authority necessary to enter into the Agreement and perform its obligations under it; and
(ii) it will comply with all applicable laws, regulations, and orders in its performance of the Agreement.

9.2. Xonefy warrants that the Technology (as provided and made available by Xonefy and implemented by Partner in accordance with the Agreement) does not and will not, to the best of Xonefy's knowledge, infringe any Intellectual Property Right of any third party.

9.3. Partner represents and warrants that, throughout the Term, Partner Sites: (a) do not and will not contain any Content that is: (i) illegal; (ii) infringes any Intellectual Property Right of any third party; (iii) is obscene, defamatory, libellous, slanderous material or material that violates any person's right of publicity, privacy or personality; or (iv) knowingly contains a misrepresentation of fact or factual inaccuracy; and (b) will comply with compliance guidelines.

9.4. Nothing in the Agreement shall be construed as a promise of any sort of minimum traffic volumes, clicks, impressions or usage or any other such commitments by Xonefy to Partner.

9.5. Except as expressly provided in the Agreement, neither party makes any representations or warranties, express or implied in relation to the Agreement, Partner Sites, the Technology, any Content made available by Xonefy through the Technology or any other matters (including any implied terms relating to satisfactory quality or fitness for any purpose, any warranties of availability or uninterrupted or error free performance, any warranties arising out of any course of performance or dealing).

9.6. Xonefy makes no representations or warranties concerning any Content contained in or accessed via the Technology, and Xonefy will not be responsible or liable for the contents, accuracy, intellectual property infringement, legality or decency of Content provided through the Technology or for Partner's reliance on any of the foregoing.

9.7. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and its parent and affiliates, and each of its and their respective affiliates, directors, officers, shareholders, members, authorised representatives, employees and agents (collectively, the “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, costs, settlements, regulatory findings and/or fines and other expenses (including reasonable legal fees) (collectively, “Claims”) that arise out of any third party claim occasioned by any breach or alleged breach of any of the Indemnifying Party’s representations and, warranties. The Indemnified Party shall promptly notify the Indemnifying Party of any Claim in writing, provided, however, that any delay in providing such notice shall not relieve the Indemnifying Party of any of its obligations except to the extent that the Indemnifying Party is actually prejudiced by such delay. The Indemnified Party shall have the right to participate in the defence and settlement of the Claim with counsel of its own choosing and its own expense, subject to the Indemnifying Party’s control thereof.

10. CONFIDENTIALITY

Each party (the “Receiving Party”) acknowledges that it will have access to certain information and materials, including the terms of the Agreement, concerning the business, technology, products, and services of the other party (the “Disclosing Party”) that are, or reasonably should be considered given the circumstances of disclosure to be, confidential (“Confidential Information”). Confidential Information will not include: (a) information known to the Receiving Party prior to disclosure by the Disclosing Party; (b) information independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; (c) information that is or becomes publicly known through no fault of the Receiving Party; or (d) information disclosed to the Receiving Party by a third party without breach of any obligation of confidence. Except as permitted hereunder, the Receiving Party (aa) will not use any Confidential Information for its own account or the account of any third party, and (bb) will not disclose any Confidential Information to any third party other than its directors, employees, contractors, advisors, investors or potential investors who have a need to know and who have agreed not to use, and to maintain the confidentiality of, the Confidential Information consistent with this Section 10. The Receiving Party will return or destroy the Confidential Information promptly upon the Disclosing Party’s written request. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party provides prompt written notice of any required disclosure to the Disclosing Party and provides reasonable cooperation (at the Disclosing Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure.

11. LIMITATION OF LIABILITY

11.1. Neither Xonefy nor Partner exclude or limit liability to the other for: (i) death or personal injury caused by its negligence or that of its employees or contractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot lawfully be excluded or limited.

11.2. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY BREACH HEREOF (INCLUDING FOR LOSS OF DATA OR COST OF COVER), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

11.3. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR LIABILITIES ARISING OUT OF A PARTY’S VIOLATION, MISAPPROPRIATION OR INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS,IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY BREACH HEREOF (WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR THE AMOUNT OF ADJUSTED GROSS REVENUE PAID OR PAYABLE TO THE PARTNER IN THE 12- MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IN THE CASE OF A SERIES OF CONNECTED EVENTS, THE FIRST SUCH EVENT).

12. EXPORT CONTROLS

Partner will comply with all export laws and restrictions and regulations of the United Kingdom, and shall not export, or allow the export or re-export of the Technology in violation of any such restrictions, laws or regulations. By downloading or using the Technology, Partner agrees to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any restricted country. Partner represents and warrants that none of it, or any individual, entity, or organisation holding any ownership interest or controlling interest in Partner, including any officer or director, is an individual, entity, organisation with whom any United Kingdom law, regulation, or executive order prohibits U.K. companies and individuals from dealing with.

13. MISCELLANEOUS

The Agreement shall be interpreted and construed in accordance with and governed by the laws of the United Kingdom. Accordingly, the parties agree that each shall be entitled to injunctive relief to prevent breaches of the Agreement and to enforce specifically the terms and provisions of the Agreement, in addition to any other remedy to which they are entitled at law or in equity. The parties are independent contractors, and nothing in the Agreement will be construed to create a partnership, joint venture, agency, or other relationship between the parties. No failure or forbearance by a party to enforce any of its rights under the Agreement or insist upon performance of the other party’s obligations under the Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach. Neither party will be liable for any failure to perform due to causes beyond the party's reasonable control. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The Partner Enrollment Form may be amended, modified, or superseded, only by a written instrument signed by both parties. The headings in the Agreement are for the convenience of reference only and have no legal effect. The Agreement may be executed and delivered via electronic transmission, or another means of complete and accurate reproduction, and copies of the Agreement delivered via such means will be deemed originals for all purposes. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, failing which, it shall be severed from the Agreement and the remainder of the Agreement shall continue in full force and effect. Neither party may assign the Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, except (i) due to operation of law, merger, reorganisation, or as a result of an acquisition or change of control, and (ii) by Xonefy to its subsidiaries. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

These Terms and Conditions (“Terms”)are entered into by Xonefy Ltd. (“Xonefy”) and the entity executing an Insertion Order or using the Xonefy dashboard (“Customer”). These Terms govern Customer’s use of the Xonefy service, and together with an Insertion Order (or the information entered through the Xonefy dashboard, “Dashboard”) comprise the "Agreement" between Xonefy and Customer. If there is any inconsistency between: (i) the terms of a signed Insertion Order or those entered through the Dashboard (either “Campaign Details”), and (ii) these Terms, the Campaign Details as applicable, shall prevail.

1. Services

1.1 Xonefy partners with a network of online properties (the “Network”) and displays a user interface containing links that navigate to websites (the “Service”). Xonefy uses its proprietary algorithms to determine what links appear within the Service on the Network.

1.2 Xonefy shall display links to graphical, textual, video and/or auditory content selected by Customer (the links and the content accessed from the link together are the “Content”) on the Network through the Service. Xonefy shall continue to distribute the Content on the Network until the earlier of: (i) the end date of Customer’s campaign; or (ii) the reaching of Customer’s budget; or (iii) the disabling of a campaign (provided that Xonefy reserves the right to charge for additional Actions (as defined in 5.1) as the Content is removed from circulation).

1.3 Xonefy does not guarantee: (i) the placement, positioning or the timing of delivery of any Content; (ii) clicks or impressions (including clicks from a particular audience segment); or (iii) conversions. If Fees (as defined in Section 5) do not reach Customer’s budget, Customer's sole remedies shall be to: (i) subject to Section 2 below, extend the end date of the applicable campaign, (ii) replace or add to the existing Content with other Content to complete the campaign; or (iii) to pay only for accrued Fees on the Content. In no event shall Xonefy be liable for failure to deliver traffic to Content.

1.4 Xonefy will make reports available to Customer regarding the campaign(s). The final monthly reports (which may differ from the daily reports) will provide the conclusive basis for Xonefy's calculation of the fees owed by Customer. Customer may submit its own Xonefy-compatible tracker. If there is a ten percent (10%) discrepancy or more between Customer's numbers (based on an Xonefy-compatible tracker) and Xonefy's numbers then the parties agree to work in good faith to identify the correct amount to be paid to Xonefy. If the discrepancy is less than ten percent (10%), Xonefy's numbers shall be conclusive.

2. Content

2.1 Customer has the right and authorised Xonefy to place the Content on the Network, and is solely responsible for determining the propriety and legality of the Content. In addition, Content selected by Customer must comply with Xonefy's advertisers guidelines, as may be updated from time to time by Xonefy. Xonefy may at any time (at its sole discretion) reject or remove Content. Customer acknowledges that Xonefy is not responsible for the Content and that the Content may change during the course of a campaign due to revisions by the Content's author, comments from readers, or otherwise. Customer's recourse in the event of such change shall be to direct Xonefy to remove such Content from its then-current campaign and/or select other Content. Customer further acknowledges that, if there is an objection to the Content (whether from the Content author or publisher, or otherwise) Xonefy may cease (at its sole discretion) the Content in the Service.

2.2 Customer represents and warrants that: (i) if the Content was written by or under the direction of Customer or paid for by Customer, that fact shall be clearly disclosed on or near the Content; (ii) it is authorised to use and/or has approved all words of the Content’s headline (whether written by Customer or on Customer’s behalf); (iii) Content headlines accurately reflect the tone and subject matter of the Content; and, (iv) it is authorised to use and/or has approved any image(s) related to its campaign(s) with Xonefy.

2.3 Customer shall not, directly or indirectly, provide Content that: (i) is obscene, defamatory, libellous, slanderous, pornographic, violent, profane, indecent or unlawful; (ii) is factually inaccurate, misleading or deceptive; and/or (iii) facilitates or promotes any type of illegal activity, including without limitation pyramid schemes, gambling, the sale or use of illicit drugs, or discrimination or harassment of any individual or group. Further, each piece of Customer Content shall neither (a) redirect to a destination other than as originally submitted to the Service, and/or (b) be substantively different from the Content originally submitted to the Service.

2.4 Both parties shall implement anti-malware scanning processes of the Content. Upon notice, both parties shall take immediate action to remove any suspicious Content from the Network.

3. Term and Cancellation

The Campaign Details will set forth the start and end date of a particular campaign. However, the Agreement, or an individual campaign may be suspended or terminated: (i) by Customer for any reason upon two (2) business days' written notice to Xonefy or within twelve (12) hours through the Dashboard, or (ii) by Xonefy for any reason upon two (2) days’ written notice to Customer. During the notice period, all previously contracted campaigns shall continue to run pursuant to the Campaign Details and Customer shall be responsible for paying Xonefy for all Fees accrued up to and including the last day of such notice period. Xonefy also reserves the right to suspend or terminate all or part of Customer's use of the Service if Xonefy (at Xonefy’s discretion) reasonably believes Customer is in breach of the terms of this Agreement.

4. Campaign Details

If Customer uses Xonefy’s Dashboard, Customer will have access to certain online reports and control over its campaign(s). To the extent Customer registers and has access to the Dashboard, Xonefy may collect certain personal data of Customer. Xonefy collects and processes this personal data in order to respond to Customer questions or requests, provide Customer with access to certain services, verify Customer’s identity and communicate with Customer about the use of the Service. Customer is solely responsible for all changes requested or approved (either directly or via Xonefy's API), including those made through the Dashboard using its login. Customer is solely responsible for protecting its login and password to the Dashboard. Customer can manage campaigns using the Dashboard by modifying the Campaign Details, and/or Customer may have the option of working with an Xonefy account manager, as determined by Xonefy.

5. Fees and Payment Terms

5.1 “Fees” are based on deliverables sold via one of following methods: (i) cost-per-click (“CPC”); (ii) cost-per thousand impressions (“CPM”); (iii) cost-per-completed view (“CPCv”) where completed view means fifty percent (50%) of the video Ad/Content is in view continuously from beginning to the end of video; and/or (iv) cost-per thousand Viewable Impressions (“vCPM”); or (v) other desired actions agreed between the parties from time to time (each, an “Action”). A viewable impression is counted as viewable if fifty percent (50%) of the video ad is in view continuously for 2 seconds. Customer shall pay Xonefy Fees for Customer Content delivered via the Network as measured by Xonefy's tracking system. Xonefy may charge any applicable national, state, or local sales or use taxes, value added taxes or country-specific fees that Xonefy is legally obligated to charge. If CPC is being used for campaign measurement, such CPC may not be less than Xonefy’s then-in-effect minimum CPC (which may vary by market). If Customer is utilizing Xonefy’s automatic bidding feature, Customer grants Xonefy the right to set and modify Customer’s CPC at Xonefy’s discretion to aid in achieving Customer’s targets for its campaign. Customer shall be solely responsible for any additional fees incurred for utilising third party ad serving on its campaign(s). For the avoidance of doubt, Xonefy will not cover, credit or reimburse any third party fees, including, but not limited to, use of any third-party tracker(s) on Customer’s campaign(s). Customer may increase or decrease its budget through the Dashboard or through a signed amendment to an Insertion Order.

5.2 If Customer has signed an Insertion Order, Fees will generally be invoiced by Xonefy to Customer by the end of the following calendar month unless otherwise set forth in an IO. Customer shall pay all invoices within thirty (30) days from receipt. Any portion of a charge not disputed in good faith must be paid in full. If Customer has provided the Campaign Details through the Dashboard or has signed an Insertion Order and has used a credit card for billing purposes, Xonefy shall charge the Xonefy fees (including processing fees) to Customer’s credit card at such intervals as Xonefy determines in its sole discretion. The decision as to whether to allow Customer to choose between invoice, credit card, or prepayment (as applicable) rests solely with Xonefy. Xonefy shall review all billing inquiries, including refund requests, on a case-by-case basis and reserves the right to approve or deny any request in its sole discretion. Xonefy, in its sole discretion, may require a prepayment of any campaign budget before distributing Customer’s Content, until such time as Customer has established a credit history with Xonefy.

5.3 If Customer disputes any amount on an invoice, Customer should provide written notice to Xonefy (email is sufficient) within thirty (30) days of receipt of invoice or any such dispute shall be deemed waived. Customer’s email must include the amount disputed and provide adequate information to support any such claim. Customer may not withhold payment for any undisputed amounts, and any portion of a charge not disputed in good faith within thirty (30) days from receipt of invoice must be paid in full.

5.4 If payment is not made when due and not properly disputed pursuant to Section 5.3, Xonefy may charge interest at the rate of six percent (6%) per annum from the due date until the date of actual payment, whether before or after judgement. Xonefy also reserves the right to suspend or terminate any or all of Customer's use of the Service until Customer has paid all amounts due. Xonefy reserves the right to charge Customer for all costs of collection, including collection agency and reasonable legal fees and court costs. Customer authorises Xonefy to investigate Customer's credit record. If applicable, Customer agrees to provide such further financial information and documentation as may be required from time to time by Xonefy as a condition for the continued extension of credit. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Xonefy may be shared by Xonefy with companies who work on Xonefy's behalf solely for the purpose of performing credit checks, effecting payment to Xonefy, collecting debts owed to Xonefy and/or servicing Customer's account. Xonefy may, in its sole discretion, extend, revise or revoke credit at any time. In addition, Xonefy reserves the right to require immediate payment of any outstanding balance that exceeds Customer’s credit limit and/or past the payment terms defined in this Agreement.

5.5 All payments to Xonefy shall vest indefeasibly in Xonefy and shall not be subject to any subordination, including pursuant to the Insolvency Act and Insolvency Rule 1986; defense; offset; reduction; holdback; or counterclaim under any circumstance. All obligations to Xonefy hereunder arising after the filing of any bankruptcy petition by Customer shall be entitled to priority as expenses of administration and as an actual and necessary cost of administering the estate of Customer, as applicable. In the event that Customer, fails to make timely payments to Xonefy during any bankruptcy proceeding, Customer consents to, and agrees not to oppose, any motion by Xonefy to lift the automatic stay under the Insolvency Act and Insolvency Rules 1986 for the purpose of terminating this Agreement, exercising its setoff rights hereunder or seeking any other relief. Notwithstanding anything to the contrary herein, Customer agrees that Xonefy may, without prejudice to any other rights it may have, offset any liability owed by Customer to Xonefy under this Agreement, or any other agreement, with any liability owed by Xonefy to Customer.

6. Additional Features and Terms

6.1 Xonefy may also make additional Service features available to Customer from time to time and use of such features may be subject to Customer’s agreement to certain additional terms and conditions (“Additional Terms”) (e.g., via an online click-through agreement or via the Dashboard). Such features will be provided at Xonefy’s discretion to Customer and may include fees in addition to those described in Section 5.1. Customer’s acceptance of the Additional Terms will constitute a binding and enforceable agreement as between Xonefy and Customer. In the event of any inconsistency between these Terms, the Additional Terms, and the Campaign Details, the order of precedence is: (i) Additional Terms, (ii) Campaign Details, and (iii) these Terms.

6.2 Subject to Customer’s compliance with Section 8 below, Customer may place: (i) Xonefy pixel(s) (the “Xonefy Pixel”) on Customer’s website or application pages; and/or (ii) third party pixels or tags (“the “Third Party Pixels”) for the purpose of providing analytics related to Customer’s campaign and/or enhanced targeting functionality (the Xonefy Pixel and Third Party Pixels together are the “Pixels”). Customer represents and warrants that: (a) its use of the Pixels are in accordance with Data Protection Laws; and (b) it has provided appropriate notice to users regarding use of the Pixels, including an explanation: (x) that third parties, including Xonefy, may use cookies or similar technologies to collect or receive information from Customer’s website(s), and may use that information to provide measurement services and target ads; (y) as to how users opt-out of the collection of information for targeting purposes; and (z) it will not use the Pixels on websites or application pages which target minors and/or contain sensitive categories of data (e.g. physical or mental health conditions). Customer shall not use the Pixels unless and until it has complied with the provisions of this Section 6.2. Further, if an end-user has opted out of behavioural advertising via Customer’s site(s) (or a mechanism such as settings within an advertiser application), Customer shall be fully responsible for not loading the Xonefy Pixel. Xonefy may update, change, or substitute the Xonefy Pixel functionality at any time in its reasonable discretion provided that it does not disrupt the functioning of Customer’s landing page and serves the same purpose.

6.3 If Customer utilises third party segments for enhanced targeting of its campaign(s) (“3rd Party Targeting”), Customer shall pay for its use of 3rd Party Targeting (“3rd Party Data Costs”) including any applicable taxes. Customer’s invoice for each campaign shall include both the Fees, and the 3rd Party Data Costs (if applicable). Customer agrees that 3rd Party Data costs will be based on Xonefy’s reporting metrics. If Customer uses 3rd Party Targeting Customer shall: (i) disclose this to users via an appropriate notice and/or in its privacy policy (as applicable); (ii) represent and warrant that its use of 3rd Party Targeting shall, at all times, be compliant with Data Protection Laws and satisfy the requirements for an appropriate legal basis for processing. Customer shall not, at any time, use 3rd Party Targeting: (i) for discriminatory purposes; (ii) to target minors under the age of sixteen(16); (iii) based on Special Categories of Personal Data; (iv) based on Personal Data relating to alleged or confirmed criminal convictions or offences; or (v) otherwise in violation of any applicable law in any country where the campaign is performed.

7. Confidentiality

7.1 Each party agrees that with respect to any Confidential Information (as defined below) that is disclosed by one party to the other in connection with the Agreement, the party receiving such Confidential Information shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection with its rights and obligations under the Agreement. "Confidential Information" means all information concerning a party or any of its subsidiaries or affiliates that is not generally known to the public, which information is marked confidential or proprietary, or which under the circumstances ought reasonably to be treated as confidential or proprietary, and includes, without limitation, the terms of the Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is, as of the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (ii) was lawfully in the possession of the receiving party as of the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is subsequently obtained from a third party not subject to an obligation of confidentiality with respect to the information disclosed.

7.2 Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee or agent, who has a need to know the same, and who is bound by confidentiality obligations at least as restrictive as these contained herein. Neither party will use any portion of Confidential Information provided by the other party pursuant to the Agreement for any purpose other than as expressly set forth under the Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information strictly necessary to comply with the demands of any court order, law or governmental agency and Xonefy may share Confidential Information of Customer with any holding company of Customer or with any subsidiary company of Customer’s holding company.

7.3 If Customer is acting on behalf of a Content provider, Customer authorises Xonefy to grant such Content provider (or any subsequent third party appointed by the Content provider) access to and a right to use the Campaign Details.

8. Additional Representations and Warranties/Disclaimers

8.1 Each party represents and warrants to the other party that: (i) it has all necessary rights and authority to enter into the Agreement and grant the rights and licences under the Agreement; (ii) it shall comply with Applicable Laws and (iii) the execution or acceptance of the Agreement (which includes the Campaign Details), and the performance of its respective obligations and duties pursuant to the Agreement, do not and will not violate any agreement to which such party is bound. “Applicable Laws” means any applicable, national, state or foreign laws or regulations or any industry self-regulatory rules or guidelines (including the Interactive Advertising Bureau Guidelines, Standards & Best Practices, the NAI Code of Conduct, the DAA Self-Regulatory Principles for Online Behavioral Advertising. Any Applicable Laws related to the privacy of personal data are referred to as “Data Protection Laws”.

8.2 Customer further represents and warrants that: (i) the Content does not violate any Applicable Laws, rules and regulations and will not contain any material which may be harmful, abusive, obscene, threatening or defamatory; (ii) it has all necessary rights to permit and grants Xonefy pursuant to the Agreement all such rights which are necessary for Xonefy to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute the Content; (iii) use of the Content in accordance with the Agreement will not infringe any intellectual property rights of any third party; (iv) it cannot and will not attempt to provide Content that is targeted to children under the age of sixteen (16); (v) it will not use the Service in a manner that provides an unintended advantage or interferes with the integrity and/or overall performance of the Service, (vi) if using the Dashboard, Customer will adhere to any rules of such use as solely determined by Xonefy (e.g. not using source bidding to whitelist any particular Network source); (vii) it is not subject to nor owned or controlled by any person that is subject to sanctions or export control restrictions imposed pursuant to U.K. law or the laws of any other jurisdiction applicable to the performance of the agreement; (viii) it will not take any action that could result in economic sanctions or other trade control restrictions or penalties being imposed on Xonefy; and (ix) all business and payment information provided to Xonefy is true, correct, and accurate.

8.3 If Customer is an agency (or other third party acting on behalf of the provider of the Content), Customer represents and warrants that: (i) it is the authorised agent of the provider of the Content; (ii) it has the legal authority to enter into the Agreement and make all decisions and take all actions relating to the provider of the Content; (iii) it has entered into a written agreement granting the agent the authority to represent the provider of the Content in accordance with: (i) and (ii) above (and shall submit such agreement to Xonefy on demand).

8.4 EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE AGREEMENT, Xonefy MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED -- INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE -- ABOUT ITS SERVICES AND THE PERFORMANCE OR SUCCESS OF ANY CAMPAIGNS MADE BY IT ON BEHALF OF CUSTOMER, OR THAT THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE.

9. Data Protection

9.1 The parties acknowledge that some or all of data used or collected through the Service (or use of Xonefy Pixels) may qualify as, or include, personal data.

9.2 In addition to complying with all Applicable Laws (including Data Protection Laws) each party shall be individually responsible for including the provision of relevant notices and obtaining relevant consents as required by Data Protection Laws. To the extent necessary, the parties shall:
(i) collaborate with respect to requests from end-users; and (ii) implement appropriate technical and organisational measures which prevent accidental or unlawful destruction and loss, alteration, unauthorised disclosure of, or access to personal data. The parties shall each maintain and display on their respective websites an easily accessible and discoverable privacy policy that: (i) discloses the use of any cookies (based on redirects or otherwise) through the Service; and (ii) includes relevant details regarding each party’s security controls and international transfers.

9.3 The provisions of the Xonefy Privacy Policy shall be incorporated into, and form part of, this Agreement.

10. Indemnification

10.1 Each party shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees, contractors, and Network partners (as applicable) against any and all third party claims resulting from the breach of such party's representations and warranties under this Agreement.

10.2 In connection with any such claim: (i) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (provided that the failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations in the Agreement, except to the extent it has been damaged thereby); (ii) the indemnifying party shall have sole control of the defence or settlement of the claim (provided that the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party's prior written consent); (iii) at the indemnifying party's request and expense, the indemnified party cooperating in the investigation and defence of such claim; and (iv) the indemnified party shall have the right to participate in its defence with counsel of its own choosing at the indemnified party's expense.

11. Limitation of Liability

EXCEPT WITH RESPECT TO CLAIMS ARISING FROM A PARTY'S INDEMNITY OBLIGATIONS, WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY AND/OR NON-PAYMENT OF FEES OWED IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, VENDORS, NETWORK PARTNERS OR AGENTS FOR ANY ACTION REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN TORT OR CONTRACT, ARISING UNDER OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT OF FEES PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM; AND (II) $50,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST REVENUES OR LOST PROFITS, ARISING OUT OF OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.