AdsAdvisor Referral Program Agreement

By accepting these Referral Program Agreement (hereinunder - Agreement) during your account registration, you accept and agree to the terms of this Agreement and to be a party to this binding Agreement. If you do not agree to Agreement, you may not partisipate in the AdsAdviser Referral Program.

You agree to this Agreement on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if you are not acting on behalf of a company or other legal entity, on behalf of yourself as an individual. «You» refers to the entity or individual that is a party to this Agreement. You represent and warrant that you have the right, authority, and capacity (for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.

This Agreement is between You ( hereinunder the Partner) and MY.GAMES B.V., a legal entity duly established and operating under the legislation of the Netherlands, with its registered office: De Entree 256, 1101EE, Amsterdam, the Netherlands, (the “AdsAdvisor”);

WHEREAS, AdsAdvisor provides a comprehensive ecosystem of marketing solutions, including but not limited to mobile attribution tracking, analytics, automation, and optimization tools for mobile applications (hereinafter referred to as the “AdsAdvisor Services”);

WHEREAS, AdsAdvisor believes that trusted recommendations from experienced and reliable partners deliver the strongest impact and that leveraging existing networks can expand reach, influence, and market growth;

WHEREAS, the Partner, whether a company, media outlet, or influencer, has the ability and willingness to introduce potential clients who could benefit from adopting innovative tools within the “AdsAdvisor Services”;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

SCOPE OF THE AGREEMENT
The Partner shall refer to AdsAdvisor’s potential New Clients who, at the time of referral
a. have not previously purchased, subscribed to, or otherwise used AdsAdvisor’s Services,
b. and have not been approached previously by AdsAdvisor
REFERRAL FEE
1. Referral Fee Eligibility.
  a. The agreement between AdsAdvisor and the New Client has a minimum service term of twelve (12) months (Initial term period); and
  b. The New Client has, shall either:(i) made an advance payment covering the first three (3) months of the service fees; or (ii) paid the service fees on a monthly basis for the first three (3) months; or (iii) made an annual advance payment covering twelve (12) months of the service fees.
  For the avoidance of doubt, if the New Client is granted any time free of charge as a trial period, such period shall not be counted towards the months referred to in this clause 2.1(b) above. Notwithstanding any other provision of this Agreement, the Partner’s right to the Referral Fee, including the right referred to in Clause 2.2(b), shall become null and void if the New Client terminates its agreement with Adjust prior to completing a twelve (12)-month service term.In such a case, the Partner shall forfeit the entitlement to any further Referral Fee payments as of the month in which the New Client’s termination becomes effective, and Adjust shall have no obligation to pay any Referral Fees for the period following such termination as well as the rights to the Referral Fee mentioned in the clause 2.2. (b) will not be valid if the New Client terminate the contract prior to 12 month
2. Referral Fee Payment Options. Subject to the Referral Fee Eligibility conditions set forth in this Agreement, the Partner may choose to receive the Referral Fee in one of the following forms for each Eligible Referral:
  a. One-Time Payment - A single lump-sum payment made after the first three (3) months of the New Client’s contract term, equal to fifteen percent (15%) of the annual contract value.
  Example: For a New Client with a monthly contract value of EUR 3,000 (EUR 36,000 annually), the one-time payment would be EUR 5,400.
  Monthly Payments - Twelve (12) equal monthly payments made during the first year of the New Client’s contract term, provided the New Client remains subscribed to the services, equal in total to twenty percent (20%) of the annual contract value.Example: For a New Client with a monthly contract value of EUR 3,000 (EUR 36,000 annually), the monthly payment would be EUR 600, resulting in EUR 7,200 total over the year. Notwithstanding any other provision of this Agreement, the Partner’s right to the Referral Fee referred to in Clause 2.2(b), shall become null and void if the New Client terminates its agreement with AdsAdviser prior to completing a twelve (12)-month service term. In such a case, the Partner shall forfeit the entitlement to any further Referral Fee payments as of the month in which the New Client’s termination becomes effective, and AdsAdviser shall have no obligation to pay any Referral Fees for the period following such termination.
  The Partner shall indicate their preferred payment option in writing via email once the Referral Fee Eligibility have been fulfilled. The chosen payment option shall apply for the entire duration of the applicable Referral Fee.
3. Payment shall be made within thirty (30) calendar days following the end of the month in which any of the conditions in clause 2.1(b) are met, as applicable. Payments will be made via bank transfer to the banking details provided by the Partner.
4. AdsAdviser reserves the right to suspend payment of the Referral Fee if the Partner fails to provide the required and accurate payment details. AdsAdviser shall not be liable for any failure to process or make payment resulting from incorrect, incomplete, or missing information provided by the Partner, the unavailability or inaccessibility of payment methods, legal, regulatory, or other restrictions beyond AdsAdviser’s reasonable control, or any other failure to process the payment caused by the Partner.
5. The Partner will not receive any further remuneration after the contract between AdsAdvisor and the New Client has passed the initial term period.
Confidentiality
1. The Partner shall keep strictly confidential and shall not disclose to any third party, without the prior written consent of AdsAdvisor, any non-public, proprietary, or commercially sensitive information received from AdsAdvisor in connection with this Agreement, including but not limited to product information, client data, business strategies, pricing structures, and any terms or conditions of this Agreement, and any information on the business operations of AdsAdvisor and its parent company or affiliates («Confidential Information»). The Partner shall use such proprietary information only for the purpose for which it was disclosed and shall not use or exploit such information for its own benefit or for the benefit of another person without the prior written consent of AdsAdvisor. This confidentiality obligation shall survive the termination or expiration of this Agreement for a period of five (5) years.
2. The forgoing information shall not apply however to such information and/or any part thereof which the Partner can prove: (i) Is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Partner; (ii) Becomes known to the Partner through disclosure by sources other than AdsAdvisor, its parent company or its affiliates having no duty of confidentiality to AdsAdvisor, whether direct or indirect with respect to such information and having the legal right to disclose such information; (iii) Is required to be disclosed by the Partner to comply with applicable laws or governmental regulations, provided that the Partner submits prior written notice of such disclosure to AdsAdvisor and takes reasonable and lawful actions to avoid and /or minimize the extent of such disclosure.
3. Compliance with the confidentiality obligations set forth in this clause is a material condition for the Partner’s right to receive any Referral Fee. Any breach of these confidentiality obligations shall entitle AdsAdvisor to suspend or withhold payment of the Referral Fee and may result in the forfeiture of any unpaid amounts.
Ownership of Proprietary Information
The Partner agrees that AdsAdvisor is and shall remain the exclusive owner of the proprietary information and all patent, copyright, trade secrets, trademark, and other intellectual property rights therein. No license or conveyance of any such rights to the Partner is granted or implied under this Agreement.
Warranties and Liability
1. Each party is solely responsible for all its acts and omissions under this Agreement.
2. The Partner warrants to AdsAdvisor that (a) it has full right, power, and authority to enter into and perform this Agreement; (b) all referrals made to AdsAdvisor shall be lawful, genuine, and made in good faith; © it shall not make any false, misleading, or unauthorized statements about AdsAdvisor, its products, or services; and (d) it shall comply with all applicable laws, regulations, and industry standards in connection with its activities under this Agreement
3. If the New Client it unable to pay their invoice due to being insolvent, AdsAdvisor shall not be responsible in relation to the Referral Fee under clause 2. AdsAdvisor is furthermore not responsible for any other causes or circumstances that made the New Client unable to pay their invoices.
Term and Termination
1. This Agreement shall come into full force and effect on the date of signature by both parties and shall remain in full force until it is terminated by either party.
2. Each party may terminate this Agreement with or without cause upon 30 days prior written notice to the other party.
3. AdsAdvisor may terminate this Agreement with immediate effect by providing written notice to the Partner if the Partner: (a) breaches any of the confidentiality obligations set forth in this Agreement; or (b) breaches any of the warranties provided under this Agreement; or © engages in any act or omission that materially damages or could reasonably be expected to damage the reputation, goodwill, or legitimate business interests of AdsAdvisor.
4. The termination of this Agreement by either party of any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement
5. After the termination of this Agreement the Partner is obliged to return all property, documents and other data which belong to AdsAdvisor and in the possession of which the Partner is at the time to AdsAdvisor without delay. A right to retention by the Partner is excluded.
Miscellaneous
1. This Agreement supersedes all prior written agreements, written or oral, between AdsAdvisor and the Partner relating to the field in this Agreement. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing by AdsAdvisor and the Partner.
2. If any of the provisions of this Agreement shall become or be held invalid or unenforceable, all other provisions hereof shall remain in full force and effect. The invalid or unenforceable provision shall be deemed to be automatically amended and replaced by a valid or enforceable provision which economically accomplishes as far as possible the intent of the invalid or unenforceable provision.
3. All disputes arising out of or in connection with the Agreement, including but not limited to the formation, performance, breach, termination or invalidity thereof, will be solved by International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause 8.2. The Parties further agree that: (a) The number of arbitrators shall be one (1), (b) The place of arbitration shall be London, England, © The language to be used in the arbitral proceedings shall be English. The law applicable to this arbitration clause shall be the substantial law of England. The governing law of the Agreement will be the law of England and Wale