CHATTE INC. INTERNET ADVERTISING TERMS AND CONDITIONS

These Internet Advertising Terms and Conditions ("Terms") shall govern the relationship between Chatte Inc. (“Company”) and Advertiser. These Terms shall also govern any insertion order ("IO") that may be entered into from time to time by the Advertiser and Company, and that contains a reference to these Terms. In cases where IO conflicts with These Terms, the Terms shall prevail. If the parties entered into one or more IOs, the term “Terms” shall also include such IO(s).

BACKGROUND

The Company is engaged in the business of digital marketing carrying on its activities either through its own direct efforts and/or operating an affiliate network comprised of third-party marketers by and through which the Company has the contractual right to display or deliver advertisement.
The Advertiser wishes to place advertisements on the Internet either by the Advertiser itself or on behalf of Third Parties (as defined below) and to engage the Company for this purpose.

NOW, THEREFORE, as and for a good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, t he parties agree to be legally bound as follows:

DEFINITIONS
1. “Ad”means any advertisement or series of advertisements for the Advertiser, Third Parties and/or their products and services.
2. “Advertising Materials”means artwork, copy, or active URLs for Ads.
3. “Affiliate”means entity engaged by the Company for Ads delivery that owns Network Properties (as defined below).
4. “CPA Deliverables”means Deliverables sold on a cost per acquisition basis.
5. “CPC Deliverables”means Deliverables sold on a cost per click basis.
6. “CPI Deliverables”means Deliverables sold on a cost per install basis.
7. “CPL Deliverables”means Deliverables sold on a cost per lead basis.
8. “CPM Deliverables”means Deliverables sold on a cost per thousand impression basis.
9. “Deliverable”or“Deliverables”means the inventory delivered by the Company (e.g., impressions, clicks, or other desired actions).
10. “Company’s Properties”are websites or digital media properties that are owned, operated, or controlled by the Company.
11. “Network Properties”means websites that are not owned, operated, or controlled by the Company, but on which the Company has a contractual right to serve Ads.
12. “Representative”means, as to an entity and/or its affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
13. “Site”or“Sites”means Company’s Properties and Network Properties.
14. “Terms”means these Internet Advertising Terms and Conditions.
15. “Third Party”means an entity or person that is not a party to an IO.
INSERTION ORDERS
1. IO Details.From time to time, the Company and the Advertiser may execute IOs that will be accepted as set forth in Clause 2.2 As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, and (iv) the start and end dates of the campaign. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
2. Acceptance.Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by the Company and the Advertiser, or (ii) the display of the first Ad impression by the Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both the Company and the Advertiser.
3. Revisions.Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.
4. Compliance with IO.The Company will comply with the IO, including all Ad placement restrictions, and will create a reasonably balanced delivery schedule. The Company will provide, within the scope of the IO, an Ad to the Site.
ADVERTISING MATERIALS
1. Submission.Unless otherwise designated on an IO, the Advertiser will submit Advertising Materials as agreed with the Company and the Company or its affiliates shall not be responsible for development of any Advertising Materials for the Advertiser. The Advertising Materials may be created by the Affiliates.
2. Compliance.The Company reserves the right within its discretion to reject or remove from the Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its policies, or that in Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, the Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon the Company or any of its affiliates.
3. The Advertiser grants to the Company and its affiliates a non-exclusive, non-transferable, worldwide, royalty free, during the term of an IO only, revocable license and right to display the Advertising Materials provided by the Advertiser, including all content, trade-marks, images, trade-name and brand features of the Advertiser in accordance with the IO.
4. The Advertiser will not use the Company’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the Company’s prior written approval.
5. The Advertiser agrees and acknowledges that the Company and its affiliates may, but are not obliged to, modify, adapt, reformat, and otherwise alter or make use of the content of the Advertising Materials in such manner as may be required to conform the Advertising Materials provided by the Advertiser to standards, protocols, formats and requirements related to any medium by which they are accessible currently or prospectively, subject to prior written notice to the Advertiser.
PAYMENT AND PAYMENT LIABILITY
1. Invoices.The initial invoice will be sent by the Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to the Advertiser’s billing address as set forth on the IO and will include information reasonably specified by the Advertiser, such as the Order number, the Advertiser name, brand name, campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 30 days of delivery of all Deliverables.
2. The Company 's failure to invoice the Advertiser shall not constitute a waiver of any amounts due to the Company by the Advertiser. In the event of Advertiser's default relating to the timely payment of any invoice, the Company shall have the right to immediately revisit the terms of the Agreement and/or terminate the Agreement. Further, in case of dispute or default by the Advertiser, the Advertiser agrees to indemnify the Company and pay all damages and costs actually incurred by the Company including, but not limited to, collection agency and attorneys' fees and costs, as a result of having to remedy breach of the Agreement. In the event the Advertiser fails to pay invoice when payment is due by more than 10 days, all outstanding charges shall bear interest at the rate of 0.2% per day or the maximum interest rate permitted under applicable law, whichever is less.
3. The Company should invoice the Advertiser for the services provided on a calendar-month basis with the net cost based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO.
4. The Advertiser will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.
REPORTING
1. Reporting on Deliverables is the responsibility of the Company and all invoicing will be based on the counts generated by the Company.
2. The Advertiser shall provide the Company with monthly reports detailing information regarding the amount of the Deliverables no later than within 10 business days after the end of each month.
3. In the case of discrepancies between the Company's and the Advertiser's reporting systems' results, the payment will be based on whichever number of the Deliverables is greater. The parties also agree that, should any discrepancy arise, first click pixel attribution (as tracked by the Company’s statistics or the Company’s Facebook Business Manager) should prevail. It is therefore agreed that should the Advertiser allow for the Company’s pixel to fire there may be no scrubs, deductions, or chargebacks of any kind under any circumstance.
4. It is expressly acknowledged by the parties that any objections with respect to the Deliverable, must be notified by the Advertiser to the Company by email within 5 business days from the date of the Deliverable (providing details as to why a Deliverable is objectionable) (the"Feedback Deadline"). If the Feedback Deadline is missed, the relevant Deliverable (whether or not actually fraudulent, non-compliant with these Terms or otherwise objectionable) shall be deemed unobjectionable and shall be paid in full by the Advertiser.
CANCELLATION AND TERMINATION
1. The Company may terminate an IO in accordance with Clause 4.2 hereof and also upon a 10 days email notice to the Advertiser.
2. The Advertiser may terminate an IO at any time by providing a 10 days prior written notice.
REPRESENTATIONS AND WARRANTIES
1. The Advertiser represents and warrants to the Company that:
  1. it has full legal right, power and authority to enter into this Agreement and perform its obligations hereunder;
  2. neither the Advertiser’s execution nor its performance of this Agreement will result in a breach of any other agreement or obligation by which the Advertiser is bound;
  3. that it possesses all necessary legal rights, power and authority to grant to the Company and its affiliates the license pursuant to Clause 3.3 hereof;
  4. Advertising Materials provided by the Advertiser, Ads, products and services offered on the websites to which the Advertising Materials lead, will not (i) violate or infringe upon the rights of any Third Party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or (ii) contain false, intentionally misleading, libellous, defamatory or otherwise unlawful statements; or (iii) contain information that is antisocial, disruptive, or destructive; (iv) violate any applicable laws, regulations, rules, policies and procedures; (v) offers or disseminates any fraudulent goods, services, schemes, investment opportunities or promotions or advice not permitted by law.
  5. that any personally identifiable information provided by the Advertiser under the Agreement is obtained lawfully; and
  6. it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules and regulations and the rules, policies and procedures of each country’s applicable game ratings organization and any other similar organization in or having jurisdiction in the territory.
2. The Company represents and warrants to the Advertiser that:
  1. it has full legal right, power and authority to enter into these Terms and perform its obligation hereunder;
  2. it will provide the services under the IO in accordance with the standards of the industry.
INDEMNIFICATIONS
1. The Advertiser will defend, indemnify, and hold harmless the Company and each of its affiliates and Representatives from any and all liability, claim, loss, damage, demand or expense (including reasonable attorneys' fees) asserted by any Third Party, including governmental entities, due to, arising from, or in connection with: 1) any breach by the Advertiser of these Terms including, without limitation, any representation or warranty contained herein; 2) any fraudulent conduct committed or negligence by the Advertiser; 3) all liabilities related to the advertising campaign described on an IO, any investigation or governmental claim, and/or any intellectual property claims associated with any and all Advertising Materials supplied by Advertiser, as well as products and services offered on the websites to which the Advertising Materials or the Ad lead.
LIMITATION OF LIABILITY
1. In no event will either party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by the other party arising out of an IO, even if it has been advised of the possibility of such damages.
2. The Company's liability under this Agreement will not exceed the total amount paid to the Company by the Advertiser over three months preceding the claim giving rise to liability.
3. The Company shall not be liable for any damages, costs, losses, claims, demands, expenses of the Advertiser resulting from acts or omissions of the Affiliates, as well as from the content of the Network Properties and Advertising Materials created by the Affiliates or the Advertiser. All claims in relation to the Affiliates’ activity shall be presented by the Advertiser directly to such Affiliates.
NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
1. Definitions and Obligations.“Confidential Information”will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
2. Exceptions.Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court of law or other regulatory body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
3. Personally Identifiable Information.All personally identifiable information provided by individual web users or the Advertiser in the course of this Agreement is the property of the Advertiser and is considered Confidential Information. The Advertiser shall be the controller of any such personally identifiable information and shall have sole responsibility for the accuracy, quality, and legality of all personally identifiable information and the means by which the Advertiser acquired such information. Any use of such information must be set forth in an IO signed by both parties.
4. The Advertiser, the Company and Affiliates will at all times comply with all applicable federal, state and local laws, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.
5. As in the course of fulfilment of obligations under the Agreement Company may receive data that is considered personal data or personally identifiable data under any applicable law, regulation, or rules, Company agrees that the Data Processing Agreement (“DPA”) that is Annex A hereto shall apply in addition to this Agreement and shall be considered its integral part. The DPA is available at the following link: http://tiny.cc/9ed8pz.
MISCELLANEOUS
1. The Advertiser shall not resell, assign or transfer any of its rights or obligations hereunder without the Company’s prior written consent.
2. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
3. These Terms shall be governed in accordance with the laws of England and Wales (excluding its body of law governing conflicts of law).
4. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution® in accordance with its International Dispute Resolution Procedures, as modified by the ICDR® Online Protocol for Manufacturer/Supplier Disputes then in effect (the International Dispute Resolution Procedures and the ICDR Online Protocol for Manufacturer/Supplier Disputes are located at www.icdr.org).
5. No modification of these Terms shall be binding unless in writing and signed by both parties.
6. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
7. All notices, requests, demands, and other communications hereunder will be in writing and will be deemed given at the time such communication is sent by registered or certified mail, or recognized national overnight courier service, or delivered personally, or received via email or confirmed facsimile to the addresses of the parties indicated in an IO.
8. The provisions of these Terms which expressly or by their nature survive expiration or termination of these Terms will remain in effect after the expiration or termination of these Terms