DEFINITIONS

“Advertisement” means a promotional message (including any code embedded therein) that may consist of text, graphics, audio and/or video or any combination thereof and that is displayed on online media inventory for the purpose of publicizing the Advertiser’s products or services, provided by Advertiser, including but not limited to any advertisements provided by Advertiser on behalf of an third party client of Advertiser, as may be further defined in an IO.
“Advertiser” means the entity as referred to as such in the IO;
“Affiliated Company” means any third party under the effective control of a Party to this Agreement or under common control of a Party to this Agreement. Effective control in the foregoing sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies, or actions of an entity through the exercise of ownership or voting rights;
“Agreement” means this Yep Ads B.V. Advertiser Terms and Conditions, together with the applicable IO;
“Business Days” means any day other than a Saturday, Sunday, or public holiday observed at the principal place of business of Yep Ads, on which banks are generally open for business in the Netherlands.
“Calendar Days” means all days in the calendar year, including weekends and public holidays, without exclusions.
“Campaign” means the actions of Yep Ads in fulfilling its obligations to Advertiser under this Agreement;
“Channel(s)” means the media as referred to in the IO;
“Conversion” means successful completion of a desired action by a user, including but not limited to a purchase, sign-up, or download, resulting from Yep Ads’ and its affiliates’ referral.
“CPA” or “Cost Per Acquisition” means the fee paid by Advertiser to Yep Ads for each sale of Advertiser’s service or product to a customer resulting from Yep Ads’ performance of its obligations under this Agreement;
“CPC” or “Cost Per Click” means the fee payable by Advertiser to Yep Ads for each customer click on Advertisement resulting from Yep Ads performance of its obligations under this Agreement;
“CPL” or “Cost Per Lead” means the fee payable by Advertiser to Yep Ads for each customer lead provided to Advertiser resulting from Yep Ads’ performance of its obligations under this Agreement;
“CPM” or “Cost Per Mille” means the fee payable by Advertiser to Yep Ads for each impression of an Advertisement to a potential customer resulting from Yep Ads’ performance of its obligations under this Agreement;
“Deliverables” means the type(s) and amount(s) of results to be delivered (e.g. CPA. CPC, CPL and/or CPM) by Yep Ads to Advertiser, as set forth in an IO.
“Effective Date” means the date stated under such heading in the IO, in absence of which it shall be the date of the Yep Ads signature of the IO.
“E-mail” means the e-mail communication sent by Yep Ads to its database or to parts thereof, from its own e-mail account, as part of the Campaign set up by Yep Ads, which e-mail contains an Advertisement.
“End Date” means the date stated in the IO, or in the absence thereof, when terminated by either Party according to this Agreement;
“IO” means insertion order executed between Parties referencing this Agreement.
"Lead" means an individual or entity that has expressed interest in Advertisers’ products or services and has provided contact or qualifying information, potentially leading to a transaction or engagement under the terms outlined in this Agreement.
“Party” means either the Advertiser or Yep Ads severally and “Parties” means both the Advertiser and Yep Ads jointly;
“Yep Ads” means Yep Ads B.V.;
“Territory” means the (parts of) countries referred to as such in the IO;

WHEREAS: Parties have executed an IO referencing this Agreement and therefore the Terms and Conditions as stipulated hereunder shall apply between Parties for the performance of that IO, unless specifically altered by such IO in writing and signed by both Parties.

1.  APPLICABILITY

1.1 The terms and conditions in this Agreement are applicable to all requests, orders, offers and agreements in which this Agreement is referenced.
1.2 Yep Ads reserves the right to amend any terms and conditions of this Agreement at any Advertiser is responsible for complying with any changes to this Agreement within ten (10) Business Days of the date of change. Yep Ads will post any changes to this Agreement in the Advertiser area of the Yep Ads Website.
1.3 Any general terms and conditions of the Advertiser, howsoever incorporated, shall be excluded.
1.4 The Agreement shall only be binding on Yep Ads when signed by the authorized signatory individual(s).
1.5 Advertiser confirms it has read, understood and shall comply with the Yep Ads Supplier Code of Conduct.

2.  ADVERTISEMENT LICENSE, SPECIFICATION, CONTENT AND RESTRICTIONS

2.1 Grant of License: For the purpose of this Agreement, Advertiser hereby grants to Yep Ads the worldwide, non- exclusive, royalty-free right and license to use and reproduce, copy, distribute and display, in any medium now known or hereafter developed, the Advertisement and related materials and metadata submitted by Advertiser to Yep Ads. In no event shall Yep Ads modify or alter the content, text or appearance of any Advertisement without Advertiser’s prior written consent.
2.2 Advertisement Content: Advertiser is fully responsible for the content of the Advertisement and for compliance of the Advertisement with all applicable laws and regulations (including but not limited to the applicable privacy and marketing laws and regulations). For the avoidance of doubt, Advertiser shall also be fully responsible and liable for all third-party client Advertisements provided by Advertiser hereunder. To the fullest extent permitted by law, and subject to any liability under the applicable data protection law, Yep Ads shall exclude any liability with regard to the content of the Advertisement as placed in an E-mail.
2.3 Advertising Restriction: Notwithstanding the above, Yep Ads reserves the right, in its sole discretion, without notice and without liability, to reject, omit, exclude, remove or terminate any Advertisement for any reason at any time.
2.4 Advertiser agrees that the Advertiser will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Advertiser alters, removes, disables or moves the Tracking Code, Advertiser will be obligated to pay Yep Ads for all estimated Conversions generated during this period, based upon the historical earnings/Conversions. Advertiser agrees that Advertiser 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.

3.  PROPRIETARY RIGHTS

3.1 As between the Parties, Advertiser hereby agrees that nothing in this Agreement shall, or may be construed as, a transfer or license of any rights or title in and to any data, content, service or product owned by Yep Ads, or any part thereof, to Advertiser or the third party clients of Advertiser.
3.2 If and insofar Yep Ads is requested by Advertiser to design any Advertisements on behalf of Advertiser, Yep Ads hereby agrees that Advertiser shall own all rights, title and interest to such Advertisement, including but not limited to the intellectual property rights of such design under the condition that during the Campaign this Advertisement shall exclusively be used for the Campaign and not for any other purposes, including but not limited to the use of the Advertisement by Advertiser itself and/or by any third parties that advertise Advertiser’s services. Such Advertisement shall have to be approved in writing by Advertiser, and Advertiser shall be solely responsible and liable for the content of such Advertisement and for compliance of the Advertisement with all applicable laws and regulations. Advertiser hereby holds harmless Yep Ads from any and all claims (including but not limited to third parties’ claims) in this respect.

4.  REPORTING AND PAYMENT

4.1 Reporting: Yep Ads’ statistics are leading in regard to invoicing the Advertiser. The Advertiser is responsible for delivering the conversion report within 2 (two) Business Days after month’s end. If the Advertiser believes there is a negative Traffic discrepancy of greater than 10%, Advertiser must also deliver conclusive evidence for this claim within 2 (two) Business Days after month’s end. In the event that the Advertiser has addressed the issue within 2 (two) Business Days, Yep Ads will investigate the statistics. Advertiser shall always pay the invoices due in time in full, especially also including in the event described in this clause. In the event that Yep Ads discovers that there is a negative Traffic discrepancy of greater than 10%, the amount that was unduly paid will be set off against the next Failure of Advertiser to notify Yep Ads of any Traffic discrepancies within the timelimit and as stipulated in this clause, shall mean that the Advertiser waives any right or claim against Yep Ads and any such claim shall be null and void.
4.2 Fraud Claims. To the extent Advertiser believes Fraud has occurred in any advertising by Yep Ads, Advertiser must notify Yep Ads within four (4) Calendar Days from the date of the Conversion and provide competent evidence of such fraudulent activities to the satisfaction of Yep Ads. Failure of Advertiser to notify Yep Ads of any fraudulent activity within four (4) Calendar Days from the date of the Conversion, shall mean that the Advertiser waives any right or claim against Yep Ads. The Advertiser shall not be entitled to any chargebacks for any Lead unless agreed to by Yep Ads in writing.
4.3 Credit evaluation: Upon signature of this Agreement, Yep Ads will conduct an evaluation of Advertiser’s credit Yep Ads’ provision of services is contingent to (i) successful completion of such credit evaluation and (ii) there being no material changes to Advertiser’s credit status during the term of this Agreement.
4.4 Fees: In consideration of the Deliverables, Advertiser shall pay Yep Ads the fees as stipulated in IO. All stated fees are exclusive of VAT, withholding taxes and/or any other taxes that may be assessed by any jurisdiction. If VAT, withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser will pay those taxes to ensure that Yep Ads receives the full amount invoiced to Advertiser without offset or deduction. Each Party will pay their own taxes.
4.5 Payment: Unless otherwise agreed in the IO, Yep Ads may invoice Advertiser on a bi-weekly basis in arrears or, when this Agreement is terminated, at such date of rightful termination. The Advertiser shall pay invoices within 30 (thirty) Calendar Days of receipt of the invoices, to the bank account as stipulated in the invoice. In case Parties agree that Advertiser shall pay for the Deliverables in advance, and such paid fees are related to the quantity of Deliverables, then Advertiser may, as necessary and applicable, at the end of the term of this Agreement issue a corrective invoice to Yep Ads for fees unduly paid, and Yep Ads shall return such overpaid amount within 30 (thirty) Calendar Days of invoice date.
4.6 Late payment: Any payments by the Advertiser which are not made in time stipulated in the relevant IO, and/or in this Agreement, and/or on the invoice will be considered a material breach of this Agreement and Yep Ads may, at its option, immediately terminate this Agreement or suspend this Agreement until full payment has been made. Interest shall accrue on any past due amounts at the rate of the greater of 2% per month or the maximum amount permitted by law. In addition, Advertiser shall be liable to Yep Ads for all attorneys’ fees and other costs of collection to collect such unpaid amounts.

5.  REPRESENTATION AND WARRANTIES

5.1 Advertiser’s representations and warranties: Advertiser hereby represents and warrants to Yep Ads that: (i) Advertiser has the power and authority to enter into and perform its obligations according to the terms of this Agreement; (ii) Advertiser has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by this Agreement; (iii) Advertiser has not and will not enter into any agreement that is inconsistent with its obligations hereunder; (iv) none of the Advertisements will violate any rights of any third party including but not limited to intellectual property rights; (v) none of the Advertisements will violate any applicable Act, law, regulation and/or code of conduct; (v) none of the Advertisements will, when viewed or clicked on by a customer, cause such customer’s computer to download any software application; (vi) an Advertisement will not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal; and (vii) none of the Advertisements will contain any viruses, Trojan horses, trap doors, back doors, Easter Eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Yep Ads’ services. For the avoidance of doubt and without limitation, the aforementioned representations and warranties are also applicable where Advertiser is acting on behalf of a third-party client of Advertiser.
5.2 Yep Ads’ Representation and Warranties: Yep Ads hereby represents and warrants to Advertiser that Yep Ads:

(i) has the power and authority to enter into and perform its obligations according to the terms of this Agreement; and
(ii) has no restrictions that would impair its ability to perform its obligations contemplated by this Agreement. More in particular, and as far as it relates to the Yep Ads collecting personal data, Yep Ads hereby represents and warrants that all such data has been collected and processed in accordance with any applicable privacy acts, laws and regulations.

5.3 Disclaimer EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE ONLY REPRESENTATIONS AND WARRANTIES GIVEN BY YEP ADS AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, ARE SPECIFICALLY EXCLUDED BY YEP ADS TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. YEP ADS DOES NOT WARRANT THE RESULTS OF USE OF YEP ADS’S SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY CAMPAIGN, AND ADVERTISER ASSUMES ALL RISK AND RESPONSIBILTY WITH REPECT THERETO.

6.  INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification by Advertiser: Advertiser shall defend, indemnify and hold harmless Yep Ads, its Affiliated Companies and their respective officers, directors, employees and agents against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or in connections with any breach of Advertiser’s or Advertiser’s third-party clients representations, warranties or obligations set forth in this Agreement.
6.2 Indemnification by Yep Ads: Yep Ads shall defend, indemnify and hold harmless Advertiser, its Affiliated Companies and their respective officers, directors, employees and agents against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any breach of Yep Ads’ representations, warranties or obligations set forth in this Agreement.
6.3 Limitation of Liability: Except in the case of indemnification against third party claims pursuant to clauses 6.1 or 2, in no event shall either Party be liable for any direct, indirect, consequential, incidental or special damage, cost, loss or expense of any nature suffered by either Party in the execution of this Agreement to the maximum extent allowed by the law. Yep Ads’ obligations under this Agreement shall be limited solely to its own actions and responsibilities. Yep Ads shall not be held responsible for the actions, errors, or omissions of its affiliates, third-party publishers, or other third-party providers and entities involved or participating in Yep Ads’ advertising network and/or otherwise provide inventory to Yep Ads. Notwithstanding the foregoing, the liability for any and all claims arising under this Agreement shall in aggregate not exceed and be limited to the fees and any applicable interest paid or payable under this Agreement in the preceding three (3) months from the date on which the claim(s) arose.

7.  CONFIDENTIALITY

7.1 Parties agree that any and all information, as present now or in the future, which is or may be a trade secret or of a confidential nature (in whatever media) regarding the operations, products, finance, marketing, customers, administration, maintenance, technology, research and development, future inventions and policies of either Party and its Affiliated Companies, including the existence and contents of this Agreement, and all notes, memoranda, records and writings relating to the Campaign, shall be confidential information (together “Confidential Information”). Both Parties shall treat Confidential Information with the strictest confidence and secrecy and none of the Confidential Information shall be disclosed to any third party or used for purposes other than those of this Agreement.
7.2 The restrictions in sub-clause 1 above do not apply to Confidential Information:

a) that is, or has, after disclosure to the receiving Party, entered into the public domain otherwise than as a result of a breach of confidentiality of the receiving Party; or
b) that is properly and lawfully in the possession of the receiving Party prior to the time that it was disclosed by or acquired from, and was not acquired in any way directly or indirectly from, the disclosing Party and/or its Affiliated Companies or any of its or their respective directors, officers, employees or advisers (as evidenced by the written records or such person or persons) and provided that such information is not known to be subject to any other duty of confidentiality owed to or by the disclosing Party and/or its Affiliated Companies; or
c) the disclosure of which is required by law or the rules of any applicable regulatory organization provided that, in such case, disclosure shall only be made to the extent reasonably necessary to comply with relevant law or rule and the disclosing Party shall be informed of the requirement such that the disclosing Party may apply for an injunction to prevent its disclosure; or
d) that the disclosing Party has authorized the receiving Party in writing that the Confidential Information may be made public by the receiving Party.

7.3 The provisions of this clause 7 shall survive the termination of this Agreement and remain in force for a period of three (3) years after the termination of this Agreement.

8.  DATA PROTECTION

8.1 Data Processor and Data Controller. When processing “Personal Data”, being any information relating to an End-User processed under this Agreement (as defined in the EU General Data Protection Regulation 2016/679 (“GDPR”)), Parties shall respect the obligations set out in this Agreement, the obligations set out in the applicable laws and regulations and the obligations as set out in the privacy notice of the respective Party. Yep Ads acts solely as data processor (within the meaning of Article 4(8) of the GDPR) and/or as service provider (within the meaning of the California Consumer Privacy Act, as well as in the California Attorney General implementing regulations (collectively “CCPA”)) on behalf of the Advertiser being the data controller (within the meaning of Article 4(7) of the GDPR), meaning the Advertiser determines the purposes and means of the data processing and is ultimately responsible for compliance with all applicable laws and regulations for the protection of the personal data, including data subject’s consent. Said data processing is necessary to provide our services in accordance with the contractual obligations towards the Advertiser and in accordance with the applicable data protection laws. Parties agree that the Personal Data will only be processed as far as is necessary according to the purposes and in order to fulfil the obligations as set out in this Agreement. Parties guarantee that the processing of Personal Data will be based on the basis of one of the legal grounds expressed in Article 6 of the GDPR. If the Advertiser or its sub-contractors take care of the registration of the End-User, resulting in the End-User not being aware of the privacy notice of Yep Ads, or if the End-User is not made aware of the privacy policy of Yep Ads to any action of Advertiser, the Advertiser will inform the End-User of the privacy notice of Yep Ads.
8.2 Compliance with data protection and privacy laws. Yep Ads requires that the Advertiser shall at all times comply with any and all relevant data protection and privacy laws and regulations. Yep Ads requires that – as a condition of this Agreement, if personal data in the sense of the GDPR is concerned, Advertiser and/or Publisher must comply with the GDPR requirements regarding consent; more specifically Advertiser and/or the Publisher must have obtained consent from data subjects for processing their Personal Data. Yep Ads does not accept any liability in this respect. Furthermore, the Advertiser and the Publisher must comply with all applicable laws and regulations regarding data protection and privacy law.

*For the avoidance of doubt; consent means any freely given, specific, informed and unambiguous indication of the data subjects wishes, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him, her, or them.

8.3 Personal Data. For the duration of the Agreement and for the purposes as listed above, Parties may transfer the types of Personal Data with each other as agreed upon between the Parties in writing. The End-Users of the Personal Data transferred between Parties are the visitors of the Websites of Publisher/Advertiser. Parties shall ensure that their privacy notices are in accordance with the GDPR and any other applicable data protection and data privacy laws, and that End-Users are properly informed of the privacy notice of each Party.
8.4 Data Each Party must ensure that the Personal Data is accurate. Parties shall notify each other with undue delay if they become aware of inaccuracies in Personal Data.
8.5 Security. Each Party shall implement appropriate technical and organizational measures, including a written information security program that complies with applicable laws and regulations, designed to: (1) ensure and protect the security, integrity and confidentiality of the Personal Data and (2) protect against any unauthorized processing, loss, use, disclosure or acquisition of or access to any Personal Data.
8.6 Data retention. Parties shall not retain or process Personal Data longer than is necessary to carry out the purposes and obligations as set out in the Agreement. Notwithstanding the previous sentence, Parties shall retain Personal Data in accordance with any statutory or professional retention period applicable in their respective countries and/or industry.
8.7 No processing outside of the EER. Parties shall not process Personal Data outside of the European Economic Area, unless such processing is compliant with GDPR, and any other applicable laws and regulations.
8.8 Data breaches. Parties shall notify each other as soon as possible of any potential or actual loss of Personal Data and/or any breach of the technical and/or organizational measures taken (“Data Breach”, as further described in Article 32 GDPR), but, in any event, within 24 hours after identifying any potential or actual loss and/or Parties shall provide each other with reasonable assistance as required to facilitate the handling of any Data Breach.
8.9 Resolutions of disputes and claims related to Personal Data.  If an End-User or a Data Protection Authority brings a dispute or claim concerning the processing of Personal Data against a Party or both Parties, Parties shall inform each other about such disputes or claims and will cooperate with each other as far as permitted by the applicable laws and regulations.
8.10 Each Party indemnifies the other Party for any direct or indirect damages resulting from any breach of its obligations under the Agreement and/or applicable laws and regulations (including, but not limited to the GDPR).
8.11 Advertiser Compliance. Advertiser hereby agrees to comply with all applicable privacy acts, laws and regulations, including but not limited to the GDPR. Advertiser acknowledges and agrees that as far as Yep Ads is processing the Advertiser data on behalf of Advertiser and that, if, and to the extent, required by applicable data protection legislation, Advertiser will inform third parties of the processing of Advertiser data and ensure that any required third parties have given their consent to such
8.12 Privacy Policy. Advertiser hereby agrees that the Advertiser website(s) and any other application containing any tracking codes provided by Yep Ads to Advertiser will feature a privacy policy, linked conspicuously from the Advertiser’s home page that (a) discloses Advertiser’s privacy practices including the use of a third party for the serving of its Advertisements, (b) identifies the collection (via cookies and web beacons) and use of information gathered in connection with the Advertisements; (c) provides the customer with instructions as to opting out from such collection; and (d) complies with all applicable privacy acts, laws and regulations

9.  NON-SOLICITATION

9.1 Advertiser recognizes that Yep Ads has proprietary relationships with the affiliates and other third-party publishers that participate in Yep Ads’ advertising network and/or otherwise provide advertising inventory to Yep Ads. During the term of the Campaign and until 6 months thereafter Advertiser shall not solicit affiliates and/or other third-party publishers that participate in Yep Ads’ advertising network to either work directly with Advertiser if those are exposed to Advertiser and the Advertiser agreed that they were not working with them Neither would Advertiser accept the request of going direct if the affiliate was working on Advertiser’s campaigns via Yep Ads before.
9.2 Advertiser understands and agrees that Advertiser’s breach of clause 9.1 would cause serious financial damage to Yep Ads which, where such damage would be difficult to prove exactly. Accordingly, the Advertiser agrees to pay Yep Ads a sum equal to EUR 50,000 as liquidated damages for each and every breach of the aforementioned clause 9.1, such notwithstanding the right of Yep Ads to claim its actual damages or any other damages allowed under the applicable laws.

10.  TERM & TERMINATION

10.1 Term. This Agreement will commence on the Effective Date as stipulated in the IO or in the absence thereof upon the Yep Ads’ signature of the IO, and continue in full force and effect until the End Date as stipulated in the IO, or in the absence therefore for a period of twelve (12) months following the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms although either Party may terminate this Agreement for Convenience.
10.2 Termination of a Campaign for Convenience. This Agreement can be terminated at any time for any reason by either Party upon prior written notice of thirty (30) Calendar Days.
10.3 Termination for Cause. Each Party may terminate this Agreement with immediate effect by written notice to the other Party where the other Party is in breach of a material term of this Agreement, has been served with a notice to remedy this breach, and has not affected a remedy to this breach within fourteen (14) Calendar Days.
10.4 Effect of Termination. Upon termination of this Agreement, the Advertiser shall remain liable for the payment of all outstanding invoices issued prior to the termination date, including any accrued but unpaid fees, costs, or charges incurred under the terms of this Agreement and including any interest or collection fees as stipulate in this Agreement. Upon termination of this Agreement, Advertiser shall pay to Yep Ads any outstanding debit balance within ten(10) Business Days of the date of In no event shall outstanding payments be made to publishers unless and until Yep Ads receives payment from the Advertiser. Upon termination of this Agreement, any license or sublicense granted to the Advertiser or by the Advertiser under this Agreement will terminate, and the licensee/sub-licensee shall immediately destroy or delete all physical and electronic copies of the Confidential Information and cause all links to Yep Ads to be removed. Upon termination of this Agreement, the Advertiser shall remain liable for the payment of all outstanding invoices issued prior to the termination date, including any accrued but unpaid fees, costs, or charges incurred or any interest and collection fees incurred under the terms of this Agreement.

11.  MISCELLANEOUS

11.1 No Exclusivity. Each Party shall carry out its commitments under this Agreement in a manner that reflects favorably upon the good name and goodwill of the other Party. The Parties agree that the commitments under this Agreement are not exclusive and that either Party may enter into similar agreements with third parties, including either Party’s competitors.
11.2 Agency, Partnership, and Joint Venture Nothing in this Agreement shall create a relationship between the Parties of agency, partnership, joint venture, or employment.
11.3 Force Majeure. Neither Party shall be held responsible or liable for any losses, direct or indirect damages, costs and/or expense arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of God, act of governmental authority, act of the public enemy or due to war, riot, flood, civil commotion, insurrection, pandemic, labor difficulty, severe or adverse weather conditions, lack or shortage of electrical power, failure of performance by any third party hosting service or equipment provided or maintained by others, including general performance of the Internet itself, or any other cause beyond the reasonable control of the Party The Party affected by Force Majeure shall give the other Party written notice thereof promptly and, in any event, within ten (10) Calendar Days following discovery thereof and takes immediate action to cure such cause. If a Force Majeure prevents a Party from fulfilling its obligations under this Agreement for a continuous period of thirty (30) Calendar Days, either Party may terminate this Agreement with immediate effect by providing written notice to the other Party.
11.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and merges all prior and contemporaneous communications with respect to the agreement between the Parties.
11.5 Severability/Waiver. If any provision of this Agreement proves to be or becomes invalid or unenforceable under any of the applicable laws, then such provision shall be deemed modified to the extent necessary to render such provision valid and enforceable; if the provision may not be so altered, it shall be severed and the remainder of Agreement shall remain in full force and effect. No waiver of any breach of provision of this Agreement shall constitute a waiver of any other breach or any provision hereof, and no waiver shall be effective unless made in writing signed by an authorized representative of the waiving Party.
11.6 Rights of third Nothing in this Agreement confers or purports to confer on a third party any benefit or any right to enforce a term of this Agreement.
11.7 Assignment and Subcontracting. No rights or obligations arising under this Agreement may be assigned, transferred, subcontracted, or otherwise disposed of without the prior written consent of the Any attempt to do so is void. However, this Agreement may be transferred, assigned and/or delegated by either Party without prior written consent (i) to a person or entity who acquires or has acquired all or substantially all of this Party’s assets, stock or business by sale, merger or otherwise and (ii) to an Affiliated Company of this Party.
11.8 Independent contractor. Advertisers relationship with Yep Ads will be that of an independent contractor and Yep Ads shall be solely responsible for determining the method, details and means of performing the Campaign
11.9 All notices, authorizations and requests in connection with this Agreement shall be deemed given on the day they are (i) deposited in the mail, postage prepaid, certified or registered, return receipt as requested; or (ii) sent by air express courier (e.g. DHL) charges prepaid, return receipt requested; and addressed as set forth in the IO under the heading “Notices”, or in the absence thereof at the address of the Party provided therein. Alternatively, regarding the scope of the Campaign or in case of a change of the terms and conditions of this Agreement, notices shall also be deemed given when sent by email with a personalized acknowledgement of receipt. For avoidance of doubt, invoices addressed to Advertiser shall be sent to the address as provided in the IO. Unofficial notices, termination notices and other daily operational notices may be sent electronically via email.
11.10 Notice in case of dissolution. The Advertiser agrees to notify Yep Ads in writing within ten (10) Business Days of any decision to dissolve, file for bankruptcy, or undertake significant financial restructuring. Yep Ads reserves the right to terminate this Agreement and the applicable IO with immediate effect following the notification. Failure to provide such notice will be considered a material breach of this agreement, resulting in the immediate acceleration of all outstanding payments, making them immediately due and payable in full. Yep Ads is entitled to pursue legal action to recover any outstanding amounts and associated costs due to this breach.
11.11 Advertiser shall support Yep Ads' commitment to protect the privacy of the online community by complying with the Yep Ads Privacy Policy.

12. GOVERNING LAW

12.1 If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved via negotiations, such dispute shall be solely and finally settled as follows.
12.2 US Residents. Disputes with US residents shall be governed by and be construed exclusively according to the laws of the State of New York, without regard to the conflict of laws provisions thereto. Without derogating from the Yep Ads right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of the State of New York, United States of America.
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS THEY CONTEMPLATE.
12.3 EU Residents. Disputes with EU residents shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Yep Ads right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands.
12.4 All other Jurisdictions. Disputes with residents outside of the EU or US shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Yep Ads right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND YEP ADS. BY SIGNING UP TO THE MARKETING SERVICE YOU AGREE THAT YOU HAVE AN UNDERSTANDING OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CANNOT PARTICIPATE IN THE SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.