General Terms and conditions for media owners (publishers)

Netadex FZE

Abbreviated name: NETADEX FZE
Registered office Business Center RAKEZ, Ras Al Khaimah, United Arab Emirates, Pos Box: 327741
Company Registration No: 47000141
Bank Account No.: Sopron Bank
HUF 17600121-00935438-00200004
HUF IBAN: HU02 17600121-00935438-00200004
Euro 17600121-00935438-10200005
EUR IBAN: HU57 17600121-00935438-10200005
BIC(SWIFT): EHBBHUHS

as SERVICE PROVIDER, lays down the terms and conditions of the legal relationship to be established between the MEDIA OWNER user and him for the service provided on netadex.com (hereinafter referred to ’GTC’) as follows:

I. SUBJECT-MATTER OF THE CONTRACT

1.1. The SERVICE PROVIDER is the operator of an electronic advertisement brokering system available via netadex.com (hereinafter referred to as ’NETADEX SYSTEM’), through which the SERVICE PROVIDER provides advertisers placement of banner and static advertisements on the online ad spaces at his disposal as well as the collection of typical statistical data of the interactions made to those advertisements on the one hand, while organizing utilization of online ad space for his media owner users through placement of banner and static advertisements on the other hand.

1.2. The service specified herein is an electronic commerce service: both conclusion and performance of the contract are carried out by electronic means.

1.3. These GTC are to lay down the rules for the legal relationship between the MEDIA OWNER and the SERVICE PROVIDER intended to provide, use and utilize the online ad space(s). These GTC are accessible on netadex.com continuously by anyone.

II. DEFINITIONS

2.1. For the purposes of these GTC the following terms shall have the following meaning:

MEDIA OWNER is an entity or person having disposal of the online media containing online ad space for advertisements, i.e. the publisher of the advertisement;

ADVERTISER publishes advertisements on his own behalf or (for agencies) on behalf of a third party, using the NETADEX SYSTEM, i.e. the advertiser;

ONLINE AD SPACE is a banner zone created on a website;

ADVERTISEMENT is a means of commercial advertising; for the purposes of these GTC, the term is used both for static and banner ads;

STATIC AD is an online advertisement displayed in the banner zone in the form of a poster;

BANNER AD is an online advertisement displayed in the banner zone redirecting visitors to the homepage of the advertiser or to the homepage of the party represented by the advertiser if clicked on;

INTERACTION means display of a static ad to a visitor, or a reaction or attitude aroused from a visitor by a banner ad; for the purposes of these GTC, it is, in particular, including but not limited to, clicking on an ad, completion of a form, purchase of a product etc.

SERVICE means use of the NETADEX electronic advertisement brokering system by media owners or advertisers as described in chapter I.

III. ESTABLISHMENT OF CONTRACT

3.1. Technical steps necessary for conclusion of the contract are as follows:

3.1.1. A visitor of netadex.hu website may express his intention to establish a contract to the SERVICE PROVIDER by initiating registration procedure as MEDIA OWNER. After completing the online registration form, confirming the correctness of the data given (in order to eliminate errors in data entry) and accepting these GTC, the visitor is required to click on [REGISTRATION] icon in order to send the SERVICE PROVIDER an offer to enter into a contract. When the steps specified above are completed, a user profile is automatically created by the NETADEX SYSTEM, which however does not constitute a contract between the parties.

3.1.2. The SERVICE PROVIDER reserves the right to reject or to partially accept the visitor’s offer for conclusion of a contract if the environment, nature, content or appearance of the online ad space to be provided is conflicting with the SERVICE PROVIDER’s image or perspective. Accordingly, after registration as a user, the SERVICE PROVIDER is entitled to refuse entering into contract without stating the reasons, based on his subjective judgment on the website containing the ad space to be provided by the MEDIA OWNER, in which case the user profile will be deleted, of which the visitor that made the offer will be notified at the same time. The SERVICE PROVIDER considers conflicting with its image and perspective, in particular, including but not limited to, advertisements with violent nature, advertisements inciting behaviour that compromises third parties or public order, advertisements depicting sexuality in an explicitly pornographic manner, advertisements suitable otherwise for disturbing law and order, or advertisements reasonably presumed to be against legal restrictions

3.1.3. A contract for indefinite term between the parties is established only when the registration is confirmed by the SERVICE PROVIDER (i.e. when the offer is accepted), at the time the electronic confirmation is delivered to the electronic mail address provided by the MEDIA OWNER. The SERVICE PROVIDER hereby declares that his failure to respond to the offer (silence) shall under no circumstances be regarded as acceptance of the offer.

3.2. The SERVICE PROVIDER declares that the contract shall be considered a non-written one concluded by electronic means.

IV. PERFORMANCE OF CONTRACT

4.1. The SERVICE PROVIDER undertakes to create and maintain a password-protected virtual storage (PROFILE) granting individual access to the service for the MEDIA OWNER as long as the contract is in force. The SERVICE PROVIDER undertakes to provide the MEDIA OWNER with all information relevant to the use of the service, so in particular the data provided by the MEDIA OWNER, the traffic of the online ad space provided by him, the ad(s) placed there, the statistics on the interactions made to his advertisement(s) and the actual balance of the commissions on the NETADEX account, through the personal PROFILE. The service may only be used by the MEDIA OWNER through the PROFILE and in accordance with these GTC .

4.2. The main duty of the MEDIA OWNER is to provide the online ad space created or to be created by him with the parameters at his discretion to the SERVICE PROVIDER for the purposes to provide the service. The main duty of the SERVICE PROVIDER is to pay the consideration calculated based on the number of the interactions made due for utilization of the ad space provided.

4.3. As a precondition for using the service, the MEDIA OWNER is required to upload (insert) the embed code and/or the measuring code sent by the SERVICE PROVIDER by e-mail without delay. The MEDIA OWNER is liable for all errors due to improper or delayed insertion. The MEDIA OWNER may discontinue the use of the service and is entitled to unilaterally terminate the availability of the ad space(s) at any time immediately without stating the reasons.

V. CONSIDERATION OF THE USE

1. AMOUNT OF THE COMMISSION

5.1.1. The MEDIA OWNER is entitled to receive a commission for the volume of the interactions made to the advertisements placed on the online ad space provided by him.

5.1.2. By accepting these GTC the MEDIA OWNER acknowledges that the SERVICE PROVIDER is entitled to unilaterally determine the amount of the commission related to every single advertisement, without consulting the MEDIA OWNER.

5.1.3. By accepting these GTC the MEDIA OWNER acknowledges that he is not eligible for the commission in case the SERVICE PROVIDER detects circumstances suggesting the use of devices or equivalent methods generating artificial traffic in order to increase the volume of transactions.

5.1.4. The SERVICE PROVIDER is obliged to pay the commission subsequently, based on the invoice issued by the MEDIA OWNER in conformity with the contract, by transferring it to the bank account specified by the MEDIA OWNER, in a single lump sum and within the deadline specified in the invoice issued. The MEDIA OWNER is not eligible for any kind of consideration other than the commission for fulfilling his main duty defined in the contract.

5.1.5. A MEDIA OWNER also using the service as advertiser is entitled to reallocate the commission, he is eligible for to his private advertiser account

2. RULES OF INVOICING

5.2.1. The SERVICE PROVIDER performs real-time accounting for the MEDIA OWNER through the PROFILE including the advertisements placed on the online ad space(s) provided, the number of interactions triggered by them and the commission payable calculated based on them. The commission payable for the interactions made is credited by the SERVICE PROVIDER to the MEDIA OWNER’s private account dedicated to keeping record of the commissions at the same time the interaction is made.

5.2.2. The accounting is based only on the data recorded by the NETADEX SYSTEM. By accepting these GTC the MEDIA OWNER accepts the statistical records of the NETADEX SYSTEM as credible and authentic certification of performance. Failure of the MEDIA OWNER to raise a written objection regarding the statistical records within 3 business days following the last day of the subject month is considered by the SERVICE PROVIDER as an express confirmation of the acceptance of the data provided by the NETADEX SYSTEM through the PROFILE as credible and authentic.

5.2.3. The MEDIA OWNER is entitled to issue the SERVICE PROVIDER with a transfer invoice based on the balance outstanding on the NETADEX account at 12:00 p.m. on the last day of the month in subject – on the condition that they add up to at least HUF 10,000 – with a 15-day deadline for payment. The invoice issued shall be uploaded in the NETADEX SYSTEM electronically at the same time as the Payment Request is completed.

5.2.4. The MEDIA OWNER acknowledges that should the invoice issued fail to comply with these rules of invoicing, the SERVICE PROVIDER is entitled to return it and to refuse payment of the commission until receipt of the invoice issued properly and in conformity with the contract.

5.2.5. By accepting these GTC the MEDIA OWNER acknowledges that the SERVICE PROVIDER shall only make a payment if the sum payable is equal to or higher than HUF 10,000 (i.e. ten thousand HUF), therefore if the commission payable to him pursuant to this chapter fails to add up to this minimum, he is not entitled to issue an invoice. Where the commission payable pursuant to this chapter fails to add up to HUF 10,000 in a period of three months, the MEDIA OWNER will be entitled to issue an invoice for the amount lesser than HUF 10,000 until the 15th day of the fourth month. However, no interest or default interest is payable on the amount claimed in the invoice so issued

VI. RIGHTS AND OBLIGATIONS RELATED TO THE PERSONAL PROFILE

6.1. The MEDIA OWNER is aware of the fact that access to the personal user PROFILE is only possible by giving the user name and password. The MEDIA OWNER acknowledges that he is identified by the combination of his user name and password regardless of whoever has provided those data to the SERVICE PROVIDER. The MEDIA OWNER shall ensure that his user name and password are being kept secret and shall be liable for the behaviour of the individuals who use the service through the PROFILE on his behalf. The MEDIA OWNER shall notify the SERVICE PROVIDER of any circumstance suggesting access by an unauthorized party without delay. The SERVICE PROVIDER shall not be held liable for any detriments due to either abuse of user name and password by unauthorized individuals or delayed report thereof.

6.2. The MEDIA OWNER shall be allowed to change his user name and password as well as any data provided by him unilaterally by editing the relevant information stored in the PROFILE. The SERVICE PROVIDER shall notify the MEDIA OWNER of the acknowledgement of the changes via e-mail, which puts the changes into force from that date. As a precondition for using the service, the data provided by the MEDIA OWNER must be true and correct and must correspond to the data available in the personal identification document, company register (other register applicable to legal entities), or certified public registers. The MEDIA OWNER shall be liable for the authenticity of the data provided by him. Upon request of the SERVICE PROVIDER the MEDIA OWNER is obliged to submit the documents supporting the data and the certificates necessary for his identification to the SERVICE PROVIDER in the format and time frame specified in the request.

6.3. The SERVICE PROVIDER shall be entitled to refuse the providing of the service or to refuse to give access to the service by the MEDIA OWNER should any data given by the MEDIA OWNER turn out to be false or incorrect or suitable for preventing the enforcement of rights arising from or the fulfilment of obligations undertaken in the legal relationship hereunder.

6.4. Any changes in the data shall be reported to the SERVICE PROVIDER immediately but not later than within 5 business days by modifying the PROFILE as appropriate. The SERVICE PROVIDER shall notify the MEDIA OWNER of the acknowledgement of the changes via e-mail, which puts the changes into force from that date. The MEDIA OWNER shall be liable for any detriments caused by delayed reporting of changes in the data.

6.5. The SERVICE PROVIDER shall only transfer user data to third parties in the cases specified by the relevant legislation or by the Data Processing Policy and shall only process them purposefully, in order to enforce his rights, to fulfil his obligations and in accordance with the Data Processing Policy

VII. RIGHTS AND OBLIGATIONS OF THE MEDIA OWNER

VII.1. WARRANTY

7.1.1.By accepting these GTC the MEDIA OWNER declares and warrants to have editing privileges regarding the website located under the domain specified by him which authorizes him to create and edit online ad spaces on it as well as to assign their use for consideration, for advertising purposes.

7.1.2.The MEDIA OWNER is liable for the online ad space to be suitable for use and utilization in conformity with the contract as well as for its use and utilization to be neither restricted nor prevented by third parties while the online ad space is available.

7.1.3. The MEDIA OWNER is not entitled to edit the content of the advertisement and is obliged to ensure both the placement and the displayablity of the advertisement(s) with untampered content as well as flawless functioning of the service. The MEDIA OWNER is liable for executing all technical operations to ensure the providing of the service, the compliance of which obligation the SERVICE PROVIDER is entitled to check on. The MEDIA OWNER shall not be eligible for commission if an advertisement cannot be published due to the malfunction of the online ad space or if it operates deficiently.

7.1.4. The MEDIA OWNER is liable for ensuring the online ad space provided by him as well as its environment to be always compliant with the applicable legal requirements and to be free of unlawful content.

2. ASSIGNMENT OF THE USE OF THE AD SPACE

7.2.1. By accepting these GTC the MEDIA OWNER expressly authorizes the SERVICE PROVIDER to use and utilize the online ad space provided by using it for advertising purposes via the placement of advertisements of third parties (advertisers) in accordance with these GTC. The MEDIA OWNER may revoke the authorization specified in this section at any time, without stating the reasons.

7.2.2. By accepting these GTC the MEDIA OWNER acknowledges that the online ad space is utilized, as a rule, so that the NETADEX SYSTEM mediates it to the online ad space automatically, without changing its content, using electronic means for the transmission. Considering that the placement of the advertisement is performed by the electronic ad service system on the online ad space according to the conditions set by the advertiser, the SERVICE PROVIDER is not able to determine the content and form of placement of the advertisement and the website intended to be popularize thereby.

7.2.3. The MEDIA OWNER acknowledges that the utilization, frequency of visits of the online ad space provided and the number of interactions made cannot be estimated accurately in advance. The MEDIA OWNER agrees that the legal relationship hereunder does not imply an obligation to achieve a result, i.e. the SERVICE PROVIDER shall be entitled to utilize the online ad space if he is able to place an appropriate advertisement but he shall not be required to utilize it and the MEDIA OWNER shall not be entitled to raise a claim against the SERVICE PROVIDER on the ground of lost revenue or lost profit.

7.2.4. Exceptionally, the SERVICE PROVIDER is entitled to offer the MEDIA OWNER opportunities for advertisement placement with unique preset conditions and will inform the MEDIA OWNER of such opportunities through the personal PROFILE. In such a case, if the offer is accepted, the contract is subject to the conditions included in the offer regarding the advertiser, the content of the advertisement, the duration of the placement and the commission payable for the transactions.

7.2.5. Should the content of an advertisement placed be detrimental to the rights or legitimate interests of the MEDIA OWNER, he may request the SERVICE PROVIDER to remove such detrimental advertisement according to the provisions of clause 8.2.4.

3. COPYRIGHTS RELATED TO THE NETADEX SYSTEM

7.3.1. The NETADEX SYSTEM is a combination of technical, economic and organizational knowledge of value, qualifying as know-how, therefore the MEDIA OWNER expressly undertakes to handle and keep all information related to his operation as trade secret and to take all actions necessary to prevent them from being obtained, utilized, disclosed to third parties, or made public by unauthorized individuals.

4. PROHIBITION OF USE OF MEANS GENERATING ARTIFICIAL TRAFFIC

7.4.1. By accepting these GTC the MEDIA OWNER expressly undertakes to refrain from the use of any means that would generate artificial traffic (in particular, including but not limited to, agents, robots, spiders, scripts, automatic refresh, etc.) or other methods (e.g. incenting visitors of a website to execute interactions) and from performing „surf to pay” activity on the online ad spaces provided. The MEDIA OWNER is not allowed to increase the traffic of advertisements by using another website not involved in the present agreement either.

7.4.2. With respect to the commission based on the volume of interactions, upon detecting any circumstance suggesting the use of means generating artificial traffic, the SERVICE PROVIDER will regard it as deriving from the MEDIA OWNER. Any interactions executed by individuals employed by the MEDIA OWNER or by their relatives shall be regarded as ones owing to the MEDIA OWNER.

7.4.3. By accepting these GTC the MEDIA OWNER acknowledges that the execution of interactions not reflecting real interest is contradictory to the purpose of the service as well as to the interest of the advertisers therefore any means and methods generating artificial traffic qualify as severe breach of contract that may entitle the SERVICE PROVIDER to suspend the access of the MEDIA OWNER to the service with immediate effect, to terminate this contract and to permanently ban the MEDIA OWNER from the future use of the service. The MEDIA OWNER is not eligible for commission for the interactions subject to this clause, since that will be refunded to the advertiser(s) concerned. Furthermore, the MEDIA OWNER is liable for fully reimbursing the SERVICE PROVIDER for any material and non-material loss suffered by the latter.

VIII. RIGHTS AND OBLIGATIONS OF THE SERVICE PROVIDER

1. WARRANTY

8.1.1. The SERVICE PROVIDER declares that in the case of registration on the website only under domain name netadex.com, the exclusive operator of the NETADEX SYSTEM shall take a liability while the service is provided for ensuring that the NETADEX SYSTEM is suitable for use in conformity with the contract and that no third party rights hinder or restrict such use.

8.1.2. The SERVICE PROVIDER declares to place advertisements in his name and on his own behalf, or pursuant to a valid and effective contract concluded with a third party, on behalf of the advertiser. The SERVICE PROVIDER shall be entitled to determine the advertisement(s) directed to the online ad space provided by the MEDIA OWNER and the duration of their placement unilaterally, without consulting the MEDIA OWNER.

8.1.3. The SERVICE PROVIDER declares that the service complies currently and will comply during existence of the contract with the relevant provisions of law.

8.1.4. The SERVICE PROVIDER undertakes to take all reasonable efforts for the purposes of proper, flawless and safe operation of the service and the electronic advertisement brokering system. The SERVICE PROVIDER shall carry out all technical operations to ensure unobstructed use of the service. Furthermore, the SERVICE PROVIDER undertakes to inform the ADVERTISER with no delay if it becomes aware of the occurrence of any damage to or circumstances excluding proper use of the online ad space or otherwise requiring an action of the ADVERTISER.

8.1.5. The SERVICE PROVIDER shall not be entitled to receive a compensation if an advertisement cannot be published due to the error of the online ad space or if it operates deficiently.

8.1.6. The SERVICE PROVIDER takes no liability for any event obstructing performance inherent in the specific nature of the Internet (traffic, technical or other circumstances in the Internet network that usually inherent in the operation of the Internet) and/or for inevitable force majeure events that are beyond his control.

8.1.7. The SERVICE PROVIDER shall take no liability for any damage to the MEDIA OWNER’s personal data, files, etc. stored on the devices used during use of the service.

2. USE OF THE AD SPACE

8.2.1. The SERVICE PROVIDER is entitled to use the online ad space for the performance of the service in a proper manner, in accordance with the provisions of this contract and without infringing the rights and legal interests of third parties, for which the SERVICE PROVIDER is obliged to pay a consideration pursuant to the provisions specified in these GTC. The SERVICE PROVIDER is entitled to utilize the online ad space provided that he manages to place an appropriate advertisemen, but he does not required to utilize it, and is not liable for lost revenue. The SERVICE PROVIDER is not entitled to use the online ad space provided for purposes beyond the ones specified in this contract.

8.2.2. The SERVICE PROVIDER is entitled to determine, unilaterally and without involving the MEDIA OWNER, the advertisement(s) of which advertiser(s) will be placed on the online ad space. As a rule, the utilization of the online ad space is performed by the NETADEX SYSTEM through mediation of the advertisement intended to be placed by the advertiser to the online ad space automatically, without changing its content, using electronic means for the transmission. With regard to this, the SERVICE PROVIDER is obliged neither to check on the advertisements transmitted nor to look for facts and circumstances suggesting illegal activity. The SERVICE PROVIDER disclaims his liability for losses suffered by the MEDIA OWNER due to the characteristics and the content of the advertisements for these are circumstances beyond his control.

8.2.3. The SERVICE PROVIDER shall be entitled to check whether the online ad space can be used properly and to terminate the use with immediate effect without stating the reasons, if it does not comply with the provisions of the contract.

8.2.4. Should the content of the advertisement infringe the rights or legal interests of the MEDIA OWNER, he is entitled to request the SERVICE PROVIDER to remove the advertisement detrimental to him. The request shall contain the identification data of the advertisement containing the illegal content. The SERVICE PROVIDER is obliged to ensure that the advertisement in question is removed within 12 hours of the receipt of the request.

IX. AMENDMENT TO THE CONTRACT

9.11. The MEDIA OWNER is entitled to register additional web pages in order to provide online ad spaces at any time by modifying the information stored in the PROFILE. A contract for indefinite term between the parties is established only when it is confirmed by the SERVICE PROVIDER (i.e. when the offer is accepted), at the time the confirmation is delivered to the electronic mail address provided by the MEDIA OWNER. The SERVICE PROVIDER hereby declares that his failure to send a response regarding the additional online ad spaces (silence) shall under no circumstances be regarded as acceptance of the amendment to the contract.

9.1.2. The SERVICE PROVIDER reserves the right to reject or to partially accept the offer for amendment to the contract if the environment, nature, content or appearance of the online ad space to be provided by the MEDIA OWNER is conflicting with the SERVICE PROVIDER’s image or perspective. Accordingly, he is also entitled to refuse to conclude contract regarding the addtitional ad space offered by the MEDIA OWNER without stating the reasons.

X. TERMINATION OF THE CONTRACT

1. OCCURRENCE OF CONDITION FOR TERMINATION

10.1.1. By accepting these GTC the MEDIA OWNER acknowledges that the legal relationship between the parties automatically terminates if a period longer than 365 days elapses without the MEDIA OWNER using the service (if he provides no online ad space). The SERVICE PROVIDER shall immediately notify the MEDIA OWNER of the termination of the legal relationship by e-mail.

2. TERMINATION

10.2.1. The MEDIA OWNER is entitled without stating reasons to terminate the present contract with immediate effect by his unilateral statement addressed to the SERVICE PROVIDER.

10.2.2. The SERVICE PROVIDER shall be entitled, without stating the reasons, to terminate this contract with a 5-day notice period by its unilateral statement addressed to the MEDIA OWNER.

10.2.3. The SERVICE PROVIDER shall be entitled to terminate this contract with immediate effect by its unilateral statement, should the MEDIA OWNER severely breach these GENERAL TERMS AND CONDITIONS or other regulations applicable to the regal relationship hereunder or show a conduct regarding of which maintenance of the legal relationship cannot be expected of the SERVICE PROVIDER. Such acts giving rise to immediate termination are, in particular, including but not limited to, if the MEDIA OWNER:

(i) obstructs or compromises proper operation of the SERVICE PROVIDER’s network,

(ii) uses the system improperly, in a misleading or deceptive manner, or in a manner that breaches or threatens network integrity,

(iii) provides incorrect or false data and/or information to the SERVICE PROVIDER, acts on behalf of a third party without proper authorization,

(iv) uses the NETADEX SYSTEM in an illegal manner or for illegal purposes; or in a manner deemed by the SERVICE PROVIDER to be intent for breaching the law or to be suitable for infringing the rights and legitimate interests of third parties,

(v) shows a conduct infringing or compromising the rightful financial, economic or market interests of the SERVICE PROVIDER.

The SERVICE PROVIDER declares that, in particular, artificial generation of interactions in order to increase the amount of the commission attributable to the MEDIA OWNER shall be regarded as conflicting with the intended purpose of the NETADEX SYSTEM.

10.2.4. The SERVICE PROVIDER declares that, regardless of the enforcement of his right to terminate due to the MEDIA OWNER’s breach of conduct, the SERVICE PROVIDER reserves the right to claim reimbursement from the MEDIA OWNER for any loss caused by his breach of contract and to permanently ban the MEDIA OWNER from using the NETADEX SYSTEM.

3. PROCEDURE AFTER TERMINATION OF THE LEGAL RELATIONSHIP

10.3.1. Termination of the legal relationship for any reason shall not exempt the parties from the duty of accounting with each other based on the services already rendered. The MEDIA OWNER is entitled to issue an invoice of the balance of the commission outstanding on his private account dedicated to keeping record of the commissions at the date of termination of the contract in accordance with the rules for invoicing specified in these GTC regardless of the restriction stipulated in section 5.2.6.

10.3.2. The parties are obliged to return all assets and documents received from the other party for the performance of the contract and owned by the other party within 15 days after the termination of the legal relationship.

10.3.3. The SERVICE PROVIDER shall permanently delete the MEDIA OWNER’s personal user PROFILE on the 30th day following the termination of the legal relationship. The MEDIA OWNER is not entitled to use the service and the SERVICE PROVIDER is entitled to suspend the access to it in the period between the termination of the legal relationship and the deletion of the PROFILE.

XI. CONTACTS

11.1. The primary means of communication during the performance of the contract is electronic mail. The MEDIA OWNER shall ensure that all messages sent to the e-mail address specified by him can be delivered successfully and shall bear the damages arising from his failure to do so.

11.2. All notices and information regarding the performance of this contract shall only be valid if given in writing, by electronic mail or by registered mail.

11.3. Contacts for the SERVICE PROVIDER:

E-mail: info@netadex.com
Mail address: Netadex FZE, Business Center RAKEZ, Ras Al Khaimah, United Arab Emirates, Post Box: 327741

11.4. If delivery is made by certified mail with return receipt requested, the date of delivery shall be the date indicated on the return receipt. Return of the return receipt marked as "not searched", "recipient unknown", "recipient moved" or refusal to receive the mail or a mail sent under registered cover shall be regarded by the parties, whether the mail is received or not, as received by the recipient on the 5th business day following its posting.

11.5. An electronic mail shall be regarded as delivered on the same day it is sent by the SERVICE PROVIDER to the address specified by the MEDIA OWNER unless it is returned with an error message that delivery was unsuccessful.

XII. SECRECY

12.1. The parties undertake to handle all facts, information and other data of the other party obtained under the legal relationship hereunder as trade secrets, and to keep them with no limitation in time even after termination of the legal relationship hereunder, as well as to refrain either from disclosing them to unauthorized persons or from making them public, failing which the breaching party shall indemnify the other Party immediately for all damages and costs incurred by the breach of contract.

XIII. OBLIGATION TO COOPERATE

13.1. The Parties undertake to cooperate with each other while performing the contract and to notify each other of all material facts and circumstances. The parties undertake to attempt to settle any dispute arising from this contract amicably.

13.2. The parties agree, and by accepting these GTC the MEDIA OWNER consents, to stipulate the jurisdiction of the courts of the United Arab Emirates over the disputes concerning this contract, if any, regardless of their nationality.

13.3. The Service Provider declares that he does not submit himself to the decision of a Conciliation Panel.

XIV. EFFECT OF THESE GENERAL TERMS AND CONDITIONS

14.1. The provisions of these GTC shall take effect on 1 February 2020 and shall be valid until withdrawal.

14.2. The Parties may only deviate from these GENERAL TERMS AND CONDITIONS by a separate written agreement.

14.3. The SERVICE PROVIDER reserves the right to revise these GTC, in which case the revised GTC in a consolidated structure including all amendments will come into effect on the day when it is published and will be applicable to contracts already in force, except if the SERVICE PROVIDER changes the minimum fee, which shall only be applicable to advertising campaigns to be launched after the effective date of the revised GTC.

14.4. The MEDIA OWNER shall be entitled to submit objections to a part or the whole of the amended provisions until the 3rd day of their publication, in which case they shall not be applicable to the contracts and conditions of contract already in force between the objecting MEDIA OWNER and the SERVICE PROVIDER. The MEDIA OWNER acknowledges that his failure to submit an objection to the amended provisions combined with his continuing use of the SERVICE after the effective date will be .

14.5. By accepting these GTC the MEDIA OWNER agrees to acknowledge the provisions of these GTC as binding for himself even if the provisions contained in these GTC are conflicting with his own general terms and conditions of contract.

14.6. This contract is subject to the laws of the United Arab Emirates. The matters not regulated in these GTC shall be subject to the laws and other rules of law in force applicable at the SERVICE PROVIDER’s registered seat.

01.02.2020

Netadex FZE

Business Center RAKEZ, Ras Al Khaimah, United Arab Emirates