Effective 02.02.2020 (Version: 2.0)

This “Referral Program Agreement” sets out the terms which govern Adcash’s Referral Program. This agreement is an addition to Adcash’s “General Terms and Conditions”, which you agreed upon when creating your account with Adcash. All points that are not regulated by this “Referral Program Agreement” are regulated by the “General Terms and Conditions”.

Please read this agreement carefully before you use Adcash’s Referral Program. By using the Referral Program, you confirm that you accept this agreement and that you comply with it. If you do not agree to the terms of this Agreement, you must not use our Referral Program.

This agreement (the Agreement) is concluded between the following parties:

Adcash OÜ, a limited liability company established and existing under the laws of Estonia, commercial registry code 12141869 (the Company), located at 4 Kentmanni Street, Tallinn;

AND

YOU (the Broker), an owner or legal representative of an Adcash account.

The Company and the Broker are hereinafter referred to as the Parties or Party as the context may require;

Recitals:

A. the Company is an online advertising platform that delivers high-performing solutions to online publishers and advertisers;

B. the Company wishes to increase its base of active customers and the Broker has the necessary know-how and resources to act as a promoter of the Company;

C. the Parties wish to engage in mutually satisfactory co-operation;

D. the Parties have concluded this Agreement upon the following terms and conditions:

1. Definitions

‘Broker’: Adcash’s referral account owner who refers others to become Adcash’s Referred Customer.

‘Referred Customer’: an individual company referred by the Broker who is using the Adcash services (as a PUBLISHER) according to the terms of this Agreement. Existing clients are excluded from the Referral Program.

‘Existing Clients’: customers who have business relations with Adcash prior to the conclusion of the service.

‘Eligible’ referred customer: an eligible new Adcash customer (publisher) referred by the broker, excluding Ineligible referrals.

‘Ineligible referred customer’: a referred new customer who doesn’t qualify for the Referral Program according to this “Referral Program Agreement” or violates Adcash’s “General Terms & Conditions”. “Ineligible” customer status is permanent for this service and not subject to change from ineligible to eligible.

‘Referral fees’: the monetary fees/commissions to be paid by Adcash to the Broker for Eligible referrals as specified under clause 5. Referral fees and Payments.

‘Personal referral URL’: an unique URL/link provided by Adcash to the broker which will correlate Eligible Referrals submitted to Broker’s Referral Program Account. The personal referral URL must be used when referring Eligible customers, otherwise, the Broker will not be rewarded.

“Active” referred customer: a referred new customer who is actively using Adcash services.

“Inactive” referred customer: a referred new customer will be marked as inactive when the referred customer stops using Adcash services for 30 consecutive calendar days. “Inactive” customer status is permanent for this service and not subject to change from inactive to active.

2. Referral Program Overview

In compliance with this “Referral Program Agreement”, the broker will promote Adcash only to Eligible Referrals. The Referred Customer must create an Adcash Publisher account that complies with Adcash’s “General Terms & Conditions”. The Brokers will earn a commission from each Eligible customer they refer to Adcash that is actively using Adcash’s Publisher services.

3. Functions of the Broker and promotional activities

3.1. The Broker shall use its best endeavours in identifying potential new customers and distributing the personal referral URL available in the Broker’s Referral Program account to Eligible Referrals only. If the referred customer doesn’t use the personal referral URL to sign up, then it will not be counted as agreed service.

3.2. When referring new customers to the Company, the method, details, and means of performing the Service shall be exclusively and solely determined by the Broker. However, the Broker shall operate in accordance with applicable legislation and protect the Company's interests and confidential information with the diligence of a responsible professional.

3.3. The Broker is not entitled to receive any payments on behalf of the Company. The Broker has no authority to conclude agreements on behalf of, or in any way bind the Company with third parties.

3.4. The Broker shall only refer new eligible potential customers to the Company. The acceptance or rejection of a customer or order is at the sole discretion of the Company.

3.5. The Broker is also not permitted and will be disqualified from a receiving commission through the Referral Program for a) self-referring, b) creating duplicate accounts c) violating any other rules in this agreement or in the “General Terms & Conditions”.

3.6. This Agreement is non-exclusive and the relationship between the Broker and the Company shall be that of an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or employer and employee between the Parties. The Broker shall not represent itself and must ensure that its personnel do not represent themselves as employees or agents of the Company.

3.7. The Broker shall not be responsible for assisting or guiding the customer in the negotiation and ordering process with the Company.

3.8. Apart from the Fee agreed in this Agreement, the Broker shall provide the Service at its own expense.

4. Exchange of information

4.1. The Company will provide the Broker information about the number of referred customers with additional information about the activity status (either active or inactive) without any additional details of the referred customers according to data privacy laws.

4.2. The Company shall inform the Broker about pending referral fees for the current and previous month through the Brokers’ Referral Program Account.

4.3. When the conditions for the payment of the referral Fee to the Broker have been met, the Company will notify the Broker through the Referral Program Account about the validated referral fees for the previous month.

4.4. The status of referred customers is not subject to disclosure. Adcash will not provide a reason for customer inactivity to the Broker.

4.5. The Broker may be requested to disclose to the Company details of service execution. This may include the list of used Promotion channels, materials and or any other details related to the promotion of the company. Refusal to provide any requested details will be considered as a violation of this agreement.

5. Referral fees and payments

The Company shall pay the Broker a referral fee for each Eligible referred customer who is actively using the Adcash services. The following methodology will apply:

5.1. The referral fee is calculated from 5% of all Active and Eligible Referred Customers’ monthly earnings. Pending referral fees will be added to the Broker’s pending validation commissions on a daily basis and subject to approval regulated by this agreement.

5.2. Pending commissions for each month will be validated by the 25th of the upcoming month and only after the validation process has ended, the final referral fee will be added to the Brokers’ Adcash account (wallet).

5.3. The pending and validated fees amounts may differ, as Adcash will perform validation checks of the referred customers’ eligibility for the Referral Program. The referred customers could be rejected because of (but not limited to) compliance and fraud rules. The company has the right to adjust the pending fees without notifying the Broker.

5.4. In case a referred customer’s earnings do not comply with Adcash’s ”General Terms and Conditions”, the referral fees for this referred customer will not be paid to the Broker.

5.5. Withdrawal of the validated fees will be done according to Adcash’s “General Terms and Conditions”.

5.6. The referral fee shall not be deemed by the Broker until the Company has validated the pending fees (commissions) and added them into the Broker’s account (wallet), even if the Company was not able to complete validation processes as stated in point 5.2.

5.7. The validated commissions will be calculated and added to the Broker’s account (wallet) without VAT (Value Added Tax). The exact VAT applicable to the Broker will be applied when paying out the commissions to the Broker.

5.8. The Company has the right to change the referral fees calculation rules specified in point 5.1 without a prior notice.

5.9. The referral fee calculation will be stopped when the Referred Customer ceases to offer services to the Company, i.e becomes “Inactive”. After this point, commission will no longer be paid to the Broker for this Referred Customer. A referred new customer will be marked as inactive when the referred customer stops using Adcash services for 30 consecutive calendar days. “Inactive” customer status is permanent for this service and not subject to change from inactive to active.

6. Use of trademarks

6.1. During the validity of this Agreement the Broker may use the Company's trademarks, trade names or any other symbols for the sole purpose of identifying and advertising the Company and its services within the scope of this Agreement and in the Company's sole interest.

6.2. The Broker hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Company (or which are confusingly similar to the ones of the Company).

6.3. The Broker shall notify the Company of any infringement of the Company's trademarks, trade names or symbols that come to its notice.

7. Confidentiality

7.1. All confidential information shall remain the exclusive property of the disclosing Party. Each Party undertakes not to disclose any confidential information related to the business activities or plans of the other Party to any third party without the prior written consent of the other Party.

7.2. The confidentiality obligation agreed upon under this Agreement survives the termination of this Agreement and remains in force indefinitely.

8. Term of the Agreement

8.1. This Agreement enters into force upon the Broker accepting this agreement before receiving the personal referral URL and shall remain in force indefinitely.

8.2. The Agreement can be terminated by the Company without any prior notice.

9. Miscellaneous

9.1. This Agreement shall be governed by and construed in accordance with the laws of Estonia.

9.2. The Parties shall try to resolve any disputes arising from this Agreement by amicable negotiations. If disputes arising out of or in connection with this Agreement cannot be resolved by negotiations, they shall finally be settled in the Harju County Court (Agreement on jurisdiction).

9.3. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.

9.4. The present Agreement cannot be assigned to a third party without prior written agreement between the Parties.

9.5. All notices given under this Agreement shall be sent by email. Notice shall be deemed served at the date of automatic delivery receipt.