The following Terms and Conditions (hereinafter: T&Cs) are made and entered into by and between Wewe Media Group Pte Ltd., a company with limited liability (hereinafter: “Wewe Media”), incorporated under Singapore law, acting under the trade name Wewe Media, having its registered place of business at 71, Ubi Road 1 Singapore 408732, registered under company number 201320970K with Accounting and Corporate Regulatory Authority (ACRA); and the party (Affiliate/Advertiser/Client) using or purchasing the Services from Wewe Media (hereinafter: “Client”).

By enrolling as a Client, the client and its agents, representatives, employees and any other person acting on its behalf with respect of the use of the service shall be bound by – and agrees to be bound by – these Wewe Media T&Cs. The applicability of terms and conditions presented by Client are hereby explicitly rejected.

1.

Definitions

The Definitions used in these Wewe Media T&Cs or any other Agreement shall have the meaning as defined in Annex A.

2.

The Wewe Media Service

2.1 From the Effective Date, Client agrees to accept and pay for, and Wewe Media agrees to provide, the Service. However, the Service shall only be rendered if and when the Client is accepted by Wewe Media. Wewe Media may deny acceptance of any Client for any reason and is not obligated to inform the Client of the reason of rejection.
2.2 In order to perform the Service, Wewe Media is allowed by Client to, without limitation:
a) use the Provided URL in order to create the Tracking Code
b) generate derivative URLs for Publishers (in order to, without limitation, target the Country) (the “Derivative URL”)
c) deploy/utilize the Tracking Code for further use of internal real-time statistics for accurate and real-time reconciliation with the Client and Publisher.
Client hereby allows Wewe Media and Publisher to place (links with) the Derivative URL on their Medium.
2.3 Client agrees that he will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Client alters, removes, disables or moves the Tracking Code, Client will be obligated to pay Wewe Media for all estimated Conversions generated during this period, based upon the historical earnings/conversions. Client agrees that Client will place the Tracking Code on a Landing Page and that this Landing Page does not contain the Tracking Code or tracking method of a third Party.
2.4 The Client is responsible for placing and maintaining the Tracking Codes on the proper Landing Pages as per the instructions of Wewe Media. In the event that somehow Client does not place the Tracking Codes adequately, Wewe Media is entitled to suspend the Service immediately. This will not discharge the Client of the obligation to pay outstanding invoices to Wewe Media before, during and after the suspended period and invoices relating (partially) to the historical earnings/conversions as described in article
2.5 Wewe Media has the right to suspend the Service; for example, in the event that one of the following situations occurs and for at least the duration of this situation and the duration of its resultant effects:
a) The Provided URL is not properly provided to Wewe Media. Client shall make sure that the Provided URL is correct and shall remain valid for the time period relevant to the Campaign and inclusive of an additional period of 1 (one) month from the termination of the Insertion Order.
b) The Client’s company name, VAT number, address and contact persons are not filled out properly in an Agreement.
c) The Agreement is not filled out properly and/or the Agreement is not signed by an authorized person.
d) The Client has not fulfilled its payment obligations, including without limitation the obligation to make a prepayment.
2.6 Wewe Media undertakes to monitor and register the Traffic generated on the Mediums of the Publishers.
2.7 The Service may be modified, amended, changed or terminated by Wewe Media for practical reasons at any time upon written notice (including email) to the Client. In the event that the Client does not accept the modifications, amendments and/or changes, the Client shall immediately cease to use the Service and will immediately notify Wewe Media, so that Wewe Media can pause or terminate the Service.

3.

Security

3.1 In the event that Client detects Artificial Traffic, Client will inform Wewe Media immediately by written notice (including email) and provide a report as proof of the Artificial Traffic. Wewe Media will only investigate an addressed issue regarding Artificial Traffic detected by Client within 10 (ten) days of the date of the thereto relating invoice. After these 10 days have passed, the invoice is deemed to be accepted totally without the right of Client to address issues regarding the inaccuracy thereof (including on the basis of suspected Artificial Traffic).

4.

Payment and Disputes

4.1 Wewe Media will request Client statistics via email, Skype or any other communication system usually used between the two companies on a weekly, monthly or bi-monthly basis depending on the billing cycle. Client is required to deliver the stats within 48 hours of the request by Wewe Media or to supply a login to their platform in order for Wewe Media to check the statistics. Invoices are sent by Wewe Media and payment is done by Client according to the agreed payment terms.
4.2 In the event that Client wishes to dispute the accuracy of an invoice, the dispute must be made evident immediately upon receipt of the invoice but in no event later than within 5 business days of the invoice date. If no disputes are made by Client regarding the invoice within 5 business days, the invoice will be deemed to be accepted by Client.
4.3 The quality of the Service in a subjective sense and the fact that the invoice is based on Statistics provided by Wewe Media shall never be a reason for a dispute.
4.4 In the event that payment is not received by Wewe Media within the terms of the billing cycle, Client is in breach of the Agreement. Wewe Media has the right to suspend the Service immediately from this point on. Wewe Media will send Client a notification of breach with a remedy period of 7 days (notification will be sent by email). If payment is received within 7 days of the date of the notification of the breach, Wewe Media will resume the Service. If payment is not received within the remedy period of 7 days, Wewe Media has the right to terminate the Agreement in accordance with section 8 of these Wewe Media T&Cs. Client will be liable for and shall reimburse Wewe Media for any costs endured and/or damages related to the late or non-payment by Client. Furthermore, Wewe Media has the right to demand prepayment by Client in the future or alter the payment conditions in any manner.
4.5 In the event that Client has activated a monthly budget, Client shall make an effort to notify Wewe Media by email when 80% of the budget is spent. This Article (Article 4.6) is not applicable in the event of a test budget as stipulated in the Insertion Order.
4.6 In the event of an over-delivery of the budget agreed upon in the Insertion Order of 10% or less, Client shall pay the invoice including the over-delivery.

4.7

Deception or Fraud

Wewe Media actively monitors traffic for deceptive or fraudulent activity as outlined in Annex B.

4.8 Regarding Affiliates/Publishers

Copyright infringements:

Publisher will be solely responsible for the development, operation, and maintenance of the publisher website and for all materials that appear on the publisher website. Such responsibilities include, but are not limited to, the technical operation of the publisher website and all related equipment; creating and posting product reviews, descriptions, and references on the publisher’s website and linking those descriptions to the program site; the accuracy and propriety of materials posted on the publisher’s website; and ensuring that materials posted on the publisher website do not violate or infringe upon the
rights of any third party and are not libelous or otherwise illegal.

Wewe Media disclaims all liability and responsibility for such matters.

5.

Prepayment

5.1 In the event that Parties have agreed on a Prepayment for 1 or more Campaign, the following applies:
If the Agreement is terminated by the Client in part or in whole, the Prepayment related to the terminated aspect of the Agreement is non-refundable.

6.

Intellectual Property Rights

6.1 Wewe Media owns or has the rights to all copyrights, trademarks, intellectual property rights, knowhow or any other rights connected to Wewe Media, the Service, or software necessary for the Service.
6.2 Client holds Wewe Media harmless from and indemnifies Wewe Media against any claims from any third party relating to infringement of Intellectual Property Rights.
6.3 Client hereby grants Wewe Media the right to use the Intellectual Property in order for Wewe Media to fulfill its obligations under the Agreement.

7.

Limits on Wewe Media’s Liability

7.1 Wewe Media cannot guarantee or warrant the performance of the Service under all circumstances.
Wewe Media cannot guarantee the success of the Affiliate Campaign or the Advertisement Campaign.
7.2 In no event shall Wewe Media or any of its subsidiaries, affiliates, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental damages resulting from, arising out of or in connection with the access, use of, or inability to access or use the service, even if Wewe Media has been advised of the possibility of such damages, except to the extent that such damages arise directly and solely from willful misconduct or gross negligence on the part of Wewe Media.
7.3 More specifically, Wewe Media will not be liable for defects in the Service, interruptions inaccessibility to the Service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in the Service; or for any damage caused by viruses or components of the Service to the Client software and/or the Client’s website. Wewe Media shall not be liable for any error in the implementation of the links on the Client’s website or for the specified function of the links. Additionally, Wewe Media has no control over and is therefore not liable for the behavior of third parties and Publishers, including but not limited to any breach of contract by the Publisher. Wewe Media shall not be liable in any way for any agreements made directly between the Client and such companies.
7.4 In the event that the foregoing exclusions or limitations of liability or any of the disclaimers of warranties are not allowed by law, such exclusions or limitations will not apply to Client, but only to the extent such exclusions or limitations are not allowed. In such case, such exclusions or limitations shall be limited to the extent required by applicable law.
7.5 The Client shall keep Wewe Media harmless for and indemnify Wewe Media against any claims including claims for damages or costs, including claims made on the basis of Intellectual Property Right infringement in relation to the Campaigns, the Agreement or these Wewe Media T&Cs.

8.

Term and Termination

8.1 The Framework and/or an Agreement shall come into force on the Effective Date upon execution thereof by both Wewe Media and Client and shall remain in effect until terminated as per this section.
8.2 The Client is entitled to terminate an Agreement for any reason in writing, taking into account a notice period of 1 (one) month.
8.3 Client may elect to pause a Campaign at any time, in which case Wewe Media will inform the Publisher of this request. The effectuation of the pause will normally not take effect before a period of 1 business day. During this period, the Agreement is still in effect and all Conversions must be paid.
8.4 Wewe Media is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Campaigns in writing (including through email) for any reason, without limitation, in the event that: (i) Wewe Media considers the Client or the content of his website inappropriate in any way; (ii) Client acts fraudulently or illegally in any way or the Client tries to influence the Tracking Code on their website or Client in any other way breaches any of the provisions of this Agreement; (iii) Client does not comply with any applicable law or regulation; or (iv) at Wewe Media’s sole discretion.
8.5 The Agreement may be terminated by either Party upon written notice to the other Party if the other Party breaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period.
Either Party may forthwith terminate the Agreement immediately if the other Party is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of creditors, goes into voluntary or compulsory liquidation, has a receiver or administrator appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party.
8.6 Effect of Termination. Client must cease to use the Service and Wewe Media will disable the Service upon conclusion of an Agreement Termination for whatever reason. This action will not discharge the Client from the obligation to pay all outstanding invoices.
8.7 Termination of the Framework Agreement may be done by Wewe Media, taking into account a notice period of 1 (one) month. Termination of the Framework Agreement will not affect ongoing Agreements and the Framework Agreement will remain in effect for the ongoing Agreement until termination thereof.

9.

Consent and Confidentiality

9.1 Client consents to the publication of Client’s name and web address and other information relating to Client on Wewe Media’s corporate website (Wewemedia.com). Client also consents to Wewe Media sending newsletters and other information to Client’s email address and to use of information provided by Client for marketing purposes.

10.

General

10.1 Data and Cookies. Client hereby undertakes to comply with all applicable EU and national laws and regulations in force including, but not limited to, the EU-directive 2002/58/EC. Wewe Media is allowed to place cookies. These cookies placed by Wewe Media are valid for at least 30 days after the first visit of the visitor. If Client places cookies, Client shall make sure Client will obtain all required consents from any user or person to place cookies and/or to process (personal) data or supply personal data to third parties for any purpose. Wewe Media has the right to collect data, including but not limited to personal data in anonymous form, but excluding personal data covered under the Personal Data Protection Act. In the event that Wewe Media does collect personal data under the Personal Data Protection Act, a separate processor’s agreement will be executed between Parties; Wewe Media will always be considered as processor and Client will be considered as controller. Client guarantees that they are compliant at all times with applicable law relating to the collection of personal data, including and without limitation compliance under the applicable law and regulations of the respective Countries (Personal Data Protection Act); and that Client will inform Wewe Media of specific laws and regulations of Countries, as to enable Wewe Media to comply with these laws and regulations. Client holds Wewe Media harmless from and indemnifies Wewe Media against a claim from any third party relating to this section 10.1.
10.2 If Client is a natural person, he or she must be at least 18 years of age. If Client has not reached the age of 18, a parent must give their explicit written consent regarding the (attempted) registration to Wewe Media’s Service and must sign the Agreement on behalf of the minor. The (attempted) registration to the
Wewe Media Service or signing of the Agreement by a Client under the age of 18 without parental consent is ineffective and void.
10.3 Client warrants that the information furnished to Wewe Media regarding him- or herself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. Client must notify Wewe Media immediately by email of any changes in the information.
10.4 In the event that Client is a private company with limited liability or a public limited company, Wewe Media must be provided with Client’s full registered name, company registration number, registered office, trading address, and VAT number.
10.5 These Wewe Media Terms and Conditions (T&Cs) may be amended by Wewe Media at any time. Such amended Wewe Media T&Cs shall be effective upon announcement thereof on the Wewe Media website or notification to Client. By continuing to use the Service after such announcement or notification, Client will be deemed to have accepted such amendments.
10.6 Severability. If any provision of the Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
10.7 Assignment of the Agreement. The Client may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Wewe Media.
10.8 Localization. Client agrees that the Campaign shall be localized properly. Client guarantees that the Campaign and the Ads are in accordance with the following minimum requirements: The Campaign and Ads (i) are translated in the correct languages, applicable for the Countries; (ii) are in complete conformity
with any and all national and state laws and legislation of the Countries; (iii) are in complete conformity with any and all regulations of anybody charged with the enforcement of a (statutory) regulation, including without limitation regulations applied by rating bodies (e.g. ESRB, USK, etc.) (iv) are provided with applicable age-gating. Client holds Wewe Media harmless from and indemnifies Wewe Media against any claim from any third party relating to the aforementioned guarantees and on any other grounds. Regardless of statements made herein or implications drawn from statements made herein, Wewe Media always reserves the right to reject a Campaign for any reason at its own discretion
10.9 Any changes to Agreement must be mutually agreed upon between Parties in writing (including via email) before they have effect.
10.10 A decision by Wewe Media to not invoke its rights does not constitute a waiver of these rights.
10.11 Nothing in the Wewe Media T&Cs or in any Agreement made with Wewe Media shall create or be deemed to create a partnership or relationship of employer and employee between Wewe Media and Client.

11.

Applicable Law

These Wewe Media T&Cs and all Agreements shall be governed by, and are construed in accordance with, the laws of Singapore.

11.1 If any dispute arises out of the Agreement that cannot be resolved according to the Agreement or these Wewe Media T&Cs, and if the dispute cannot be settled amicably, the dispute will be brought before the courts of Singapore. Parties explicitly agree to the jurisdiction of the courts of Singapore.

ANNEX A: Definitions

The following words and terms shall have the following meaning:

1.1 – Ads: email content, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead- generations, hypertext or other links, widgets, works of authorship, jumbo promos, content scripts, add tags, silver bullets, site skins, promotional and other advertising material and any kind of commercially sponsored or related content.
1.2 – Artificial Traffic: also known as fraudulent traffic. A collective term for invalid Conversions, which may originate (for example without limitation) from automatic openings, spiders, robots, requests in email or chat rooms, script generators, placing links on websites other than those informed and Clicks which are not generated by a browser or Clicks which are not preceded by an active act of a visitor who wants to reach a specific website.
1.3 – Click/to Click: The action wherein an Ad is clicked on with the result that the Landing Page is fully loaded.
1.4 – Confidential Information: means non-public information that a Party to the Agreement marks or otherwise designates as being confidential, or by its nature should be considered confidential including, without limitation, information in tangible or intangible form relating to and/or including released or unreleased software, marketing or promotional activities, or business policies or practices of the Discloser. Neither Party will disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party for any reason. Each Party’s obligations in this Section will not apply to information that such party can establish (a) was in the
public domain at or subsequent to the time it was communicated to the receiving party (“Recipient”) by the disclosing party (“Discloser”) through no fault of Recipient; (b) was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (c) was developed by Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) has been communicated by Discloser to one or more unaffiliated third parties without any confidentiality obligation. Upon request at any time during or after the Term of the Agreement, each Party will return to the other party all Confidential Information provided by the other party, and all copies thereof which are in the Recipient’s possession, custody or control. Notwithstanding the foregoing, Recipient may disclose or produce any Confidential Information if and to the extent required by any discovery request, subpoena, court order or governmental action, provided that Recipient gives Discloser reasonable advance notice of the same to allow Discloser a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief relating to such proposed disclosure.
1.5 – Conversion: an action upon which the commercial deal is based; for example, if the commercial deal is: CPM, CPA, CPC, CPL, CPD, CPPU, CPAU, CPI, then conversion is considered respectively: mille, action, click, lead, download, paying user, active user and install.
1.6 – CPA: Cost Per Action. This is the payment model in which Client pays for a specific action, namely registration. CPA is sometimes also referred to as CPL. The action is either registration or a similar action
as described in the Agreement.
1.7 – CPAU: Cost Per Active User: This is the payment model in which Client pays for an active user.
1.8 – CPC: Cost Per Click. This is the payment model in which Client pays each time a visitor clicks on an Ad.
1.9 – CPD: Cost Per Download. This is the payment model in which Client pays per Product download.
1.10 – CPL: Cost Per Lead. See CPA.
1.11 – CPM: Cost Per Mille. This is the payment model in which Client pays for 1000 (one thousand)
Impressions (the number of times an Ad is presumably seen by visitors).
1.12 – CPPU: Cost Per Paying User: This is the payment model in which Client pays for a paying user.
1.13 – Campaign: Campaign listed in the Insertion Order in the Campaigns and specifications table.
1.14 – Landing Page: the Provided URL in combination with the Tracking Code; the Campaign registration page where visitors are able to sign up.
1.15 Provided URL: URL provided by Client to Wewe Media which relates to a Campaign and is specific to Wewe Media.
1.16 Publisher: Company or person in Wewe Media’s network that places Ads within their platform, a website, a channel, an application or another medium (“Medium”).
1.17 – Service: Targeting by Wewe Media of a visitor in order to generate Conversions and collecting data to optimize targeting and effectuate the advertisement campaign in a positive manner by means of (without limitation) distributing Ads provided by Client within Wewe Media’s network.
1.18 – Country: countries/regions defined and specified in the Insertion Order where the Campaign is advertised.
1.19 – Tracking Code: code provided by Wewe Media to Client based on the Provided URL, to be embedded onto the Landing Page.
1.20 – Traffic: total network reach.
1.21 – CPI: Cost Per Install. This is the payment method in which Client pays per installation of a particular application or program.
1.22 – DOI: Double opt-in. A conversion method in which a Lead must be confirmed after initial sign-up (opt-in).
1.23 – SOI: Single opt-in. A conversion method in which a Lead does not need to be confirmed after initial sign-up (opt-in).
1.24 – Wewe Media Statistics: interpretation of collected data, at the sole discretion of Wewe Media, based on the Data Points and a unique system used by Wewe Media to identify a visitor.
1.25 – Data Point: Tracking Code, depending on Conversion agreement in combination with Campaign tracking by Client, which is delivered to Wewe Media (server to server).
1.26 – Insertion Order: agreement relating to the advertisement of a Campaign specifying the specifics (details, goals, and requirements) of a campaign.
1.27 – Intellectual Property Rights: all intangible, intellectual, proprietary and industrial property rights, wherever located, including, but not limited to, the following: (a) all trademarks, service marks, trade names, and logos; (b) all copyrights, moral rights, and other rights in works of authorship, including images; (c) all patents and patent applications; (d) all designs and ideas; and (e) all other rights covering intangible property recognized in any jurisdiction.

ANNEX B: Deception or Fraud Policy

Deception or Fraud

Wewe Media actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by Wewe Media’s sole discretion, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged for the following reasons, among others not listed herein:

Delivering click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Wewe Media;

Having ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported;

Showing fraudulent leads, as determined by the Advertisers;

Using any incentives to procure clicks/sales or leads
Using content locking to procure clicks/sales or leads

Providing leads obtained other than through intended consumer action. For instance, the use of phone
books, or similar such compilations of personal data, to complete lead generation forms shall be
considered fraudulent behavior.

Using fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs.

If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by Wewe Media or use of sites in coregistration campaigns that have not been approved by Advertiser), as determined solely by Wewe Media, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Wewe Media, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities.
In addition, in the event that Publisher has already received payment for fraudulent activities, Wewe Media reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher.