Affiliate Network Advertiser Agreement + IO

This Ad4Game Affiliate Network Advertiser Agreement ("Advertiser Agreement") shall govern the relationship between Ad4Game Ireland Limited, a company registered in Ireland under company number 529980, with registered address at 16 South Main Street, Naas, Co. Kildare, Ireland, main trading address at 6-9 Trinity Street, Dublin, 2, Ireland, ("Ad4Game" or "we") and the advertiser set out in the insertion order which incorporates this Advertiser Agreement ("Advertiser"). Advertiser may obtain access to the Ad4Game Publisher and Affiliate Network ("Ad4Game Network") of registered third party publishers and affiliates ("Partners"), and related technology and software ("Ad4Game Network Ad Server"), to market customized advertisements and links provided by Advertiser and/or Ad4Game ("Ad(s)," as further defined in clause 3 below). The Ad4Game Network, as well as the services provided by Ad4Game in connection therewith ("Services"), are further described in the insertion order ("IO") which incorporates this Advertiser Agreement by reference (the IO, and any additional IO and orders, together with this Advertiser Agreement, together the "Agreement"). If there is an inconsistency between any of the provisions of the IO and the provisions of the Advertiser Agreement, the provisions of the IO shall prevail. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to "Advertiser" shall refer jointly to Advertiser as well as the applicable underlying client.

1. Ad4Game Network/Services Advertiser agrees to accept and pay for, and Ad4Game agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, Ad4Game shall undertake marketing campaigns with Advertiser (each an "Ad Campaign") whereby Ad4Game will distribute Advertiser's proprietary advertising materials include, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media as may be provided by or on behalf of the Advertiser (collectively, "Advertiser Ads") and/or, where applicable, Ad4Game Ads (as defined below) through the Ad4Game Network either:

1.1. On Partner websites and apps via the Ad4Game Network Ad Server. Advertiser will pay Ad4Game for every click on an Ad (“Click”) or display of an Ad to the end-user of a Partner website, mobile app, email or other online property (such end-users referred to as “End-Users” and each display referred to as an “Impression”), as detailed in the IO; or

1.2. By Partners via e-mail based marketing, search engine marketing, website based marketing, mobile marketing, mobile ad network, and/or other online marketing means. In connection with such Ad Campaigns, Advertiser shall pay Ad4Game commissions depending on the number of valid Clicks, Impressions, sales or other actions (referred to as cost per action or "CPA"), applications and leads ("Leads"), app installs (referred to as cost per install or “CPI”) and/or such other compensable activities generated on behalf of Advertiser as set forth in the IO (collectively, "Actions"). The applicable Actions, the fees due to Ad4Game for each Action and other applicable terms and conditions of the Ad Campaigns entered into here-under shall be specified in each IO.

2. Account Upon the execution of the Agreement, Advertiser must register on the Ad4Game website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsible for any and all actions taken under Advertiser's Account, whether authorized by Advertiser or not. Advertiser must immediately notify Ad4Game of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that Ad4Game will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.

3. Ads

3.1. Advertiser shall provide and develop all aspects of the Advertiser Ads, other than where the parties agree that Ad4Game shall assist in the development of Ads. The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Ads; other than those portions that Ad4Game prepares on Advertiser's behalf (such portions hereinafter referred to as, the "Ad4Game Ads" and together with the Advertiser Ads, the "Ads"). The parties understand and agree that Ad4Game is the sole owner of any and all intellectual property rights associated with the Ad4Game Ads, other than Advertiser's trademarks, logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the Ad4Game Ads. Under no circumstances shall Ad4Game be authorized to use the Ads other than in connection with Advertiser's Ad Campaigns as set forth in the IO(s).

3.2. Advertiser grants Ad4Game a non-exclusive, worldwide, royalty-free, sub-licensable license to use, reproduce, modify, distribute and display the Advertiser Ads, its brand and trademarks to the benefit of Advertiser and the Ad Campaign(s).

3.3. Advertiser shall submit all Advertiser Ads to Ad4Game for approval prior to the commencement of the subject Ad Campaign set forth in the applicable IO. Advertiser shall not alter, modify or otherwise change the Ads, or any other Ads-related feature, in any manner whatsoever, without obtaining Ad4Game's prior express written consent, after the applicable Ad has been approved by Ad4Game. The approval of an Ad by Ad4Game, or the compliance of an Ad with the Ad guidelines that Ad4Game publishes on its website from time to time (“Ad Guidelines”), does not indicate that such Ad complies with applicable law, regulatory codes or otherwise, and Advertiser shall remain solely responsible and liable for the contents of such Ads.

3.4. Ad4Game reserves the right, in its sole discretion and without liability, to: change any of its Ad Guidelines at any time; and to reject, omit, exclude or terminate any Ad for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad was previously acknowledged, accepted or published by Ad4Game. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, where Ad4Game deems, in its sole discretion, that the Ads, including the applicable products and/or services promoted by such Ads ("Advertiser Products"), and/or any website linked to from such Ads, are in violation of any applicable law, rule, regulation or other judicial or administrative order and/or any Internet service provider's or Partner's privacy policies or terms of use and/or where the content thereof may tend to damage and/or bring disparagement, ridicule or scorn upon Ad4Game or any of its Partners.

3.5. Advertiser reserves the right to reject, omit, exclude, terminate or request a change to the Ads at any time and Ad4Game shall, subject to the provisions set forth herein, comply with such request as soon as practical but in no event later than two (2) business days (a business day being a day when banks are generally open for business in Ireland, other than a Saturday or Sunday, and referred to hereafter as a “Business Day”) after its receipt thereof. Advertiser may cancel or suspend an Ad Campaign, effective within approximately forty-eight (48) business hours of Ad4Game' receipt of Advertiser's cancellation notice, which Advertiser can deliver by logging into its Account and following the instructions on the applicable menu.

3.6. Ad4Game shall have sole discretion with respect to the creation of the "subject" and "from" lines used in its e-mailing of any Ads.

4. Placement The positioning, placement, frequency and other editorial decisions related to Ads shall be made by Ad4Game and/or its Partners, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where "Run of Ad4Game Network" or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that Ad4Game and/or its Partners may determine, in their respective sole discretion. Ad4Game makes no commitment or guarantees a minimum number of times that an Ad will be displayed.

5. Ad Codes Unless otherwise stated in writing by Ad4Game, each Ad used by Ad4Game in connection with an Ad Campaign must include, in unaltered form, the special transaction tracking computer code provided by the Ad4Game Network ("Ad Codes"). Advertiser will not knowingly modify, circumvent, impair, disable or otherwise interfere with any Ad Codes and/or other technology and/or methodology required or made available by Ad4Game to be used in connection with any and all Ads. In connection with CPA-based Ad Campaigns, Advertiser agrees to pay Ad4Game, without prejudice to any other of Ad4Game' rights and/or remedies under the Agreement, a default payment of Fifty Cents ($0.50) CPC on a net thirty (30) day basis in instances where conversion data cannot be supplied due to a failure of the Ad Codes and Advertiser's inability to provide such information, in the alternative. Without prejudice to the provisions of clause 7, all determinations made by Ad4Game in connection with the Ads, Actions and any associated fees invoiced to Advertiser shall be final and binding on Advertiser. Notwithstanding the foregoing, the Services do not involve investigating or resolving any claim or dispute involving Advertiser and any Partner or other third party.

6. E-mail Marketing The following terms apply to all Ad Campaigns transmitted via e-mail by Partners on behalf of Advertiser:

6.1. Advertiser shall comply with all applicable laws and regulations as the case may be, including federal and state laws including, but not limited to, the ePrivacy Directive 2002/58/EC (and any measures implementing the Directive in national law), the CAN-SPAM Act of 2003 ("CAN-SPAM") and any and all Federal Trade Commission implementing regulations;

6.2. Advertiser shall cause a valid physical postal address for Advertiser to appear in each e-mail Ad, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). Ad4Game may make available, at an Ad4Game designated FTP site ("FTP Site"), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Ad Campaigns transmitted by Partners for Advertiser under applicable IO(s). Advertiser shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by Ad4Game, or send its suppressed e-mail addresses to Ad4Game via e-mail no less than daily. If no such suppressed e-mail addresses are supplied by Advertiser, then Ad4Game may conclude that no such addresses exist. The suppression list and login provided by Ad4Game are deemed to be Confidential Information of Ad4Game, as defined below. Suppression lists may not be used by Advertiser for any purpose other than to comply with applicable laws regulating e-mail transmissions. Advertiser agrees to process any unsubscribe requests within seven (7) days of being posted at the FTP Site.

7. Payments The rates for Actions shall be set forth in the applicable IO(s). Ad4Game will invoice Advertiser on a monthly basis based on Ad4Game recorded numbers. Unless otherwise set forth in the applicable IO, payment will be due to Ad4Game within thirty (30) days of the date appearing on each invoice. If payment is not made in a timely manner, Ad4Game may, at its option and without prejudice to any of Ad4Game's other rights and/or remedies, immediately terminate the Agreement and/or any applicable IO(s). Interest will accrue on any past due amounts at the rate equal to the lesser of one and one half percent (1.5%) per month or the maximum amount permitted by law. In addition, Advertiser shall be liable to Ad4Game for all attorneys' fees and other costs of collection incurred in collecting such unpaid amounts. Advertiser agrees and acknowledges that it shall be fully responsible for any and all taxes, and related fees, costs and penalties incurred by Ad4Game and/or any of its Partners. Any payment made under this Agreement shall be subject to withholding tax, under any applicable law. Advertiser is solely responsible for paying all applicable taxes or charges imposed by any government entity in connection with the Advertiser’s Ads. Payment of consideration shall be calculated solely based on Ad4Game's records maintained by Ad4Game. Ad4Game's records shall be deemed as a prima facie proof for the purpose of computing the consideration due and payable to Ad4Game pursuant to the terms of this Agreement ("Calculation"), Ad4Game shall send the Advertiser a report which includes statistics and a demonstration of said monthly Calculation, in a form determined by Ad4Game (the "Report"). The Report may be delivered via e-mail. No dispute of any charges by the Advertiser will delay payment of the consideration when due.

8. Leads/CPA/Unaccepted Actions

8.1. In connection with Lead/CPA-based Ad Campaigns, Advertiser will pay Ad4Game for all Actions generated; provided, however, that Advertiser shall have no obligation to pay for any Lead/CPA-based Action that: (i) it rejects within five (5) days of its receipt thereof; and (ii) both parties determine is not a Valid Action (as defined below). Where Ad4Game determines that such Action is a Valid Action, Advertiser must pay for same. A "Valid Action" means an action executed by an individual person that: is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person.

8.2. The data associated with any and all Lead/CPA-based Actions ("Action Data") that are not both accepted and paid for by Advertiser shall be deemed the Confidential Information of Ad4Game, subject to any and all restrictions set forth herein ("Unaccepted Action Data"). Upon Advertiser's acceptance of a Lead/CPA-based Action (and payment to Ad4Game therefore in accordance with payment terms set forth herein and in the applicable IO), Ad4Game shall grant to Advertiser joint ownership and the full right to use such Action Data. Where Advertiser does not accept Leads/CPA-based Actions, where Advertiser fails to make payments for same in accordance with the payment terms herein and in the applicable IO and/or where such Leads/CPA-based Actions are later determined not to be Valid Actions, Advertiser shall have no rights in and to such Action Data, and such Action Data shall be considered and treated as Unaccepted Action Data. Without limiting the generality of the confidentiality obligations set forth herein, Advertiser agrees that it will: (a) not transfer, export, display, forward or otherwise share information contained in the Unaccepted Action Data to/with any third party; (b) not use the information contained in the Unaccepted Action Data on its own behalf in any manner not expressly authorized by Ad4Game; (c) not use the information contained in the Unaccepted Action Data to create any interactive on-line, CD-ROM or other derivative product; (d) not publicly display the information contained in the Unaccepted Action Data on the Internet; and (e) notify Ad4Game as soon as it learns of any actual or suspected unauthorized use of or access to the information contained in the Unaccepted Action Data and provide reasonable assistance to Ad4Game in the investigation and prosecution of any such unauthorized use or disclosure.

9. Term/Termination The Agreement shall commence on the date of the IO and continue for the term set forth in the IO, provided that either party may terminate the Agreement and/or any IO at any time, upon two (2) Business Days' prior written notice. Upon termination or expiration of the Agreement for any reason: (a) Advertiser will pay Ad4Game all amounts then due as of the termination date within thirty (30) days as set forth in Section 7 above; (b) any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and (c) any and all Confidential Information or proprietary information of either party that is in the other party's possession or control must be immediately returned or (at the election of the Disclosing Party) destroyed.

9.1. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive termination of the Agreement, shall survive and remain in effect in accordance with their terms. In any case of termination and/or expiration of this Agreement, Ad4Game will have no obligation to maintain any information stored in its data centers related to the Advertiser or any affiliated party or to forward any information to Advertiser or any affiliated party.

10. Warranty/Limitation of Liability THE SERVICES, AD4GAME ADS, AD GUIDELINES, ACTIONS AND AD CODES PROVIDED BY AD4GAME UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, AD4GAME EXCLUDES ALL WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, AD4GAME DOES NOT WARRANT OR GUARANTEE, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED THAT: (i) ADVERTISER WILL ACHIEVE ANY PARTICULAR ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES, (ii) ADVERTISER'S USE OF THE AD4GAME, SERVICES, AD4GAME ADS, AD GUIDELINES AND/OR ACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, (iii) IT WILL MEET SCHEDULED DELIVERY DATES. THE SERVICES, AD4GAME ADS, AD GUIDELINES, ACTIONS AND/OR AD CODES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. AD4GAME HAS NO LIABILITY FOR ADVERTISER'S USE OF, OR INABILITY TO USE, THE AD GUIDELINES OR APPLICABLE ACTIONS IN NO EVENT SHALL AD4GAME BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST DATA, REVENUE OR PROFITS, EVEN IF AD4GAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AD4GAME'S LIABILITY FOR ANY CLAIM WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL IN NO CASE EXCEED THE AMOUNTS PAID TO AD4GAME BY ADVERTISER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO THE LIABILITY. PURSUANT TO THE AGREEMENT. AD4GAME SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF PARTNERS.

11. Representation and Warranties Advertiser represents and warrants that:

11.1. it has the power and authority to enter into and perform its obligations under the Agreement;

11.2. at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will comply with all applicable laws or regulations, regulatory policies, guidelines or industry codes (collectively, "Laws");

11.3. it owns and/or has any and all rights to permit the use of the Advertiser Ads and, where approved, Ad4Game Ads, by Ad4Game and its Partners, as contemplated by the Agreement;

11.4. at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;

11.5. it will not disable "back" browser functionality to prohibit End-Users from returning to the website from which the Ad was selected, if applicable;

11.6. Advertiser has a reasonable basis for any and all claims made within the Ads and possesses appropriate documentation to substantiate such claims;

11.7. for CPA-based Ad Campaigns and Leads-based Ad Campaigns, the Ads, mobile apps, and/or the landing page for each Ad where an Action is completed (for example, Advertiser's website page where an End-User is directed when such End-User clicks on the Ad, fills in a registration form or takes a similar action in connection with the Ad) contains a prominent link to Advertiser's privacy policy, which policy complies with all applicable Laws and provides, at a minimum, adequate notice, disclosure and choices to End-Users regarding Advertiser's use, collection and disclosure of their personal information;

11.8. Advertiser shall fulfill all commitments made in the Ads, and the use of the Advertiser Products and Advertiser website or mobile app linked from the Ads will not result in any consumer fraud, product liability or breach of contract to which Advertiser is a party or cause injury to any third party;

11.9. no Ad is targeted to End-Users under the age of eighteen (18);

11.10. prior to loading any computer program or mobile app onto an individual's computer or mobile device including, without limitation, programs commonly referred to as adware and/or spyware, but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy and End-Users are instructed on how to disable such cookies), Advertiser shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program;

11.11. the Ads, Advertiser Products, any Advertiser website or mobile app linked to from the Ads do not: (a) contravene any applicable laws, nor engage in or encourage any other person or entity to engage in any illegal activity, whatsoever; (b) contain any misrepresentations or content that is defamatory; (c) contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; (d) promote or support gambling or sweepstakes or contests; or (e) contain any "worm," "virus" or other device that could impair or injure any computer system, person or entity;

11.12. Advertiser agrees that: (a) Advertiser shall make no representations, warranties or agreements on behalf of Ad4Game and/or its Partners in the Ads; and (b) Ad4Game will not be responsible for, nor have any liability with respect to: (i) any agreement between Advertiser and an End-User or an End-User's breach of the Advertiser's privacy policies; or (ii) Advertiser’s failure to comply with the terms and conditions of the Advertiser’s End-User license agreements and privacy policies.

12. Indemnification Advertiser shall irrevocably defend, indemnify and hold Ad4Game, the Partners and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, court costs and reasonable legal fees) arising out of or related to any allegation, claim or cause of action, arising out of or in connection with:

12.1. Advertiser's breach or alleged breach of the Agreement, including any and all applicable IO(s);

12.2. the Ads, Advertiser Products and/or Advertiser websites; and/or

12.3. Any claim that Ad4Game is obligated to pay any taxes in connection with Advertiser's participation here-under.

13. Confidentiality

13.1. For purposes of the Agreement, "Confidential Information" shall mean all data and information of a confidential nature disclosed (whether in writing, orally or by another means and whether directly or indirectly) during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party").Confidential Information shall include information designated as such and information that ought reasonably to be regarded as confidential including, but not limited to: (a) the Disclosing party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable End-User information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (b) the material terms of the Agreement and/or any associated IO(s); and (c) with respect to Ad4Game, the Unaccepted Action Data and suppression lists.

13.2. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorised by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (a) who need to know such information in order for the Receiving Party to perform its obligations or exercise its rights hereunder; and (b) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

13.3. The Receiving Party may disclose the Confidential Information if and to the extent that it: (a) is or becomes publicly known other than by breach of this Agreement; (b) was in the Receiving Party’s lawful possession before the disclosure; (c) was lawfully obtained from a third party who was free to divulge the same; (d) was independently developed by the Receiving Party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body provided that, to the extent that it is legally permissible to do so, the Receiving Party gives the Disclosing Party as much notice of such disclosure as possible.

13.4. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be entitled to seek injunctive relief.

14. Non-Circumvention

14.1. Advertiser recognizes that Ad4Game has proprietary relationships with its Partners. Advertiser agrees not solicit, purchase, contract for or obtain services similar to the Services performed by Ad4Game here-under from any Partner that is known, or should reasonably be known, by Advertiser to have such a relationship with Ad4Game, during the term of the Agreement and for twelve (12) months following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Advertiser can show that any such Partners already provided such services to Advertiser prior to the date of the first IO executed by the parties, then Advertiser shall not be prohibited from continuing such relationship.

14.2. Advertiser agrees that monetary damages for its breach, or threatened breach, of this Section 14 will not be adequate and that Ad4Game shall be entitled to seek: (a) liquidated damages from Advertiser in the amount equal to one hundred percent (100%) of the fees paid by Advertiser to the subject Partner, for the prior twelve (12) month period; and (b) any and all other remedies available to Ad4Game at law or in equity.

15. Force Majeure Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control including, without limitation, acts of God, fires, explosions, telecommunications or Internet related failures, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity (a "Force Majeure Event"). If any such Force Majeure Event occurs, the affected party will give the other party notice and will use commercially reasonable efforts to minimise the impact of any such event.

16. Miscellaneous Each party shall comply with its obligations under the Data Protection Acts 1988 and 2003 (the “DPA”), and any other applicable data protection legislation. To the extent that a party (the "Processor") processes personal data on behalf of the other party, the Processor shall: (a) only process such personal data in accordance with the instructions of the other party and solely as strictly necessary for the performance of its obligations under this Agreement; (b) implement and maintain such technical and organisational security measures as are required to comply with the data security obligations under the DPA; (c) allow the other party to verify the Processor's compliance with its obligations under this clause 16.

17. Miscellaneous

17.1. Assignment. Advertiser may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of Ad4Game. Ad4Game may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

17.2. Choice of Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of Ireland and the Advertiser submits to the exclusive jurisdiction of the Irish Courts for the resolution of any claims or disputes (including non-contractual claims or disputes) arising out of or in connection with this Agreement.

17.3. Modification. The Agreement, any exhibits attached hereto and any and all applicable IO(s) represent the whole the agreement between the parties, and shall supersede any and all other previous drafts, arrangements, understandings or agreements, whether written or oral, between the parties. The Agreement, any exhibits attached hereto and any and all applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each party, save that certain details in an IO may be amended by agreement in accordance with the procedure set out in the IO.

17.4. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

17.5. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.

17.6. Notices Notices or other communications given pursuant to this Agreement shall be in writing and shall be sufficiently given: (a) if delivered by hand or sent by post to the registered address of the party to which the notice or communication is being given, or to such other address and for the attention of such other person as such party shall communicate to the party giving the notice or communication; or (b) if sent by email to the correct email address of the party to which it is being sent (provided that the sender does not receive any notification that the e-mail did not successfully transmit).