TERMS OF SERVICE

These advertisement terms of service (hereinafter referred to as the “Terms of Service”) is a binding and legal agreement which sets forth the terms and conditions governing the Service provided by Appota Corporation (hereinafter referred to as “Appota”) to the publisher (hereinafter referred to as “Publisher”)

1. Definition

1.1 “Ad Exchange System”: An online marketplace established and owned by Google,where buyers (advertisers) can purchase inventory from sellers (publishers) via a real-time bidding (RTB) auction. 1.2 “Appota’s System” means Ad Exchange System operated and managed by Appota.

1.3 “Advertiser” means a company, organization, or individual looking to promote their product or service through an Ad Exchange Advertisement.

1.4. “Publisher” means a Appota’s partner registered with the Appota’s system including company, organization, or individual who makes space on their properties (websites, mobile apps, and videos) available for sale to advertisers.

1.5. “Advertisements” means Internet-based advertisements, regardless of the form (such as text or banner) of such advertisement.

1.6. “Application” means an application program (sometimes shortened to application) is any program designed to perform a specific function directly for the user or, in some cases, for another application program.

1.7. “Advertising Code” means The HTML that is placed on any page of an approved site by the publisher who owns the site, allowing ads to be shown on that page in a specific ad layout format.

1.8. “Users” mean individuals shall access to the Application, see and interact with the Advertisements in the Application.

1.9. “US$” or “Dollar” means United States dollars, currently the lawful currency of the United States.

1.10. “Business Day” means a day other than Saturday or Sunday when the banks in Vietnam are open for business.

2. Registration:

To become the Publisher of the Appota, the Publisher shall register with the Ad Exchange system operated and managed by Appota and provides the necessary information to Ad Exchange’s system. The registration must be implemented by the Publisher. Accordingly, Publisher shall provide full and accurate information required by the Appota’ System when registering Publisher account.

According to our criteria of registration, the Ad Exchange system by Appota shall support Publisher to get approval or reject the registration of the Publisher. If Ad Exchange system approves the registration, Appota shall notify to Publisher and then the registration shall be officially finished.

After the registration is completed, the Publisher shall comply with the rights and obligations under this Terms of Service and Policy of Service.

3. Refusal of Registration:

Appota's System shall refuse registration of the Publisher in the following cases:

• a) Where Appota determines that there is a risk that the Terms of Service may be breached;
• b) Where registered information provided to Appota consist, in whole or in part, of falsehoods, errors in writing, or omissions;
• c) Where the person has been subject to a revocation of a registration for the use of the Service in the past;
• d) When Appota determines that the Publisher involved or related to the Organization of illegal activities in accordance with the law;
• e) Where Appota otherwise determines in its sole discretion that registration would be inappropriate.

4. Change registration information

In case that Publisher has demand of changing the registered information, Publisher shall notify to Appota about the changes and Appota shall implement and approve the changes of Publisher’s information. Publisher shall ensure that the changed information must comply with the criteria of Ad Exchange System.

5. Termination and Cancellation Publisher Account

Appota may temporarily suspend the use of service by Publisher or terminate the registration of Publisher in the following cases:

• The Publisher breaches a provision of the Terms of Service;
• Appota discovers that the Publisher’s registration includes misrepresentations or incorrect facts;
• The Publisher uses or intends to use the service for a purpose or by a method that could cause damage to Appota, another Publisher, or a third party;
• The service is not used for a period of six (6) months and the Publisher does not promptly respond to a written notice from Appota that the Publisher’s registration will be terminated.

Publisher shall be responsible for damages incurred for Appota or third parties due to the violation mentioned above. Appota shall be free from any liability to Publisher and any third party due to violation of the Publisher.

6. Term of using Service

Publisher commit to cooperate with Appota in use of service in the period of 02 (two) years since the date Publisher register on Appota’s System.

7. Submitting and Posting Advertisements

7.1. Providers of Advertisements shall consist of third parties that submit Advertisements and be approved by Ad Exchange System in which Appota participates (hereinafter referred to as “Advertiser(s)”). Appota shall submit Advertisements directly received from Advertisers or indirectly received from Advertisers via advertising agencies to which submission functions have been entrusted to the Application by using system tools owned or possessed thereby and shall deem that the Advertisement has been posted to the Application upon the submission thereof.

7.2. The Publisher shall comply with the default type or format of Advertisement as defined by Ad Exchange System or the identity or attributes of Advertisers. .

7.3. Appota shall suggest and advise Advertisement posting position consistent with the application of Publisher. After Appota and Publisher discuss and determine the final position, Appota shall send an advertising code to Publisher to post Advertisement.

8. Payment Terms

• Payment method: Bank Transfer or Paypal. All transfer fees of all payment transactions shall be shared equally by Appota and Publisher.
• Terms of payment: Appota shall send Publisher monthly report on the 5th-10th of every month. Appota shall make payment of revenue that Publisher is entitled to benefit as per the monthly report on the 12th of every month.
• Payment shall be made when revenue of Publisher reaches equal or over 100 USD. If the revenue in the month is not enough 100 USD, the amount shall be accumulated to the next month until reaching the specified amount.
• Payment process: The Publishers shall check their email and account to check monthly reports, receive online invoice and then confirm the final revenue for Appota. Appota shall make payment after Publisher confirm data. If after 03 (three) days since Appota send monthly report and Publishers do not confirm the report, the amount shall be accumulated to the next payment period.
• Appota shall make payment on the Business Days, other than Saturday or Sunday when the banks in Vietnam are open for business.
• Payments will be calculated solely based on accounting of Appota and Google. The Publishers acknowledge and agree that Publishers shall be only entitled to payment in the event that the Advertisers use the Services and fulfill their payment obligation to Appota. If, for any reasons, Appota does not receive the payment from the Advertisers and Google, the Publishers shall not receive any payment for use of the Services. For avoidance of doubt, in the event that Appota does not receive the payment from the Advertisers and Google, Appota reserves its right to withhold the unpaid revenue and/or reclaim any payment of revenue that paid to Account of Publishers.
• All complaints and questions about payment shall be notified to Appota within 30 days after payment, after 30 days, the complaint shall not be resolved.

9. Revision of Terms of Service

9.1. Appota shall update the changes of service from Ad Exchange System regularly. Appota may modify the Term of Service at any time.

9.2. Appota shall post any modifications to the Terms of Service on this page and any modifications to the Policies of Service on the respective pages. Changes will not apply retroactively and generally will become effective 30 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If Publisher disagrees with any modified terms in the Term of Service, Publisher shall have to stop using the affected services.

10. Intellectual Property

Once Appota approves for the membership of Publisher in the Ad Exchange System, Publisher commits not to transfer, lease Publisher’s account or copy, edit or other activity that change the system. If Publisher violates this Article, Appota shall request Publisher to immediately stop such violations, disable Publisher’s membership and inform the Ad Exchange System about such violations.

11. Confidentiality

11.1. Appota agrees not to disclose Personal Information of Publisher except for required to do so in accordance with a judicial or other governmental order or as a means of exercising its own legal rights or defending itself against any legal action. Personal Information shall include name, email address or billing information, or other data which can be reasonably linked to such information by Appota, such as information Appota associate with Publisher account provided by Publishers.

11.2. Publisher agrees not to disclose Appota Confidential Information without prior written consent of Appota. "Confidential Information" includes: (a) all software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the services; (c) the existence of, and information about, beta features in a service; and (d) any other information made available by Appota that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Confidential Information shall not include information that Publisher already knew prior to Publisher use of the services, that becomes public through no fault of Publishers, that was independently developed by Publisher, or that was lawfully given to Publisher by a third party. Notwithstanding this Section 9, Publisher may accurately disclose the amount of Appota’s gross payments resulting from Publisher use of the Services.

11.3. The provisions of this section shall continue to remain in effect for a period of five (5) years after the Terms of Service is terminated.

12. Termination

12.1. Publisher may terminate the Term of Service after the term as defined in Article 5 of this Terms of Servive. The Term of Service will be considered terminated within 10 business days of Appota's receipt of Publisher notice. If Publisher terminate the Term of Service and Publisher’s earned balance equals or exceeds the applicable threshold, Appota will pay Publisher earned balance within approximately 90 days after the end of the calendar month in which the Term of Service is terminated. Any earned balance below the applicable threshold will remain unpaid.

12.2. Appota may at any time terminate the Term of Service, or suspend or terminate the participation of any Property in the services for any reason. If Appota terminates the Term of Service due to discovery of any Publisher’s breach, invalid activity, and/or any violation against policies of Appota and/or Google, Appota shall (i) suspend the payment and withhold unpaid revenue, and/or (ii) request Publishers to refund any payment paid to Publisher which is determined by Appota to be result of violations. If Publisher breaches the Term of Service or Appota suspends or terminates Publisher account, Publisher will not be allowed to create a new Account.

13. Indemnity

Publisher agrees to indemnify and defend Appota, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Appota, Publisher’s use of the Services, or Publisher’s breach of any term of the Term of Service. Appota’s advertisers are third-party beneficiaries of this indemnity.

14. Representations; Warranties; Disclaimers

Publisher represent and warrant that (i) Publisher have full power and authority to enter into the Term of Service; (ii) Publisher are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) Publisher are the technical and editorial decision maker in relation to each Property on which the services are implemented and that Publisher have control over the way in which the services are implemented on each Property; (iv) Appota has never previously terminated or otherwise disabled an Publisher’s account created by Publisher due to Publisher breach of the Term of Service or due to invalid activity; (v) entering into or performing under the Term of Service will not violate any agreement Publisher have with a third party or any third-party rights; and (vi) all of the information provided by Publisher to Appota is correct and current.

OTHER THAN AS EXPRESSLY SET OUT IN THE TERM OF SERVICE, APPOTA DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES.

TO THE EXTENT PERMITTED BY LAW, APPOTA EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. APPOTA EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

15. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR PUBLISHER’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE TERM OF SERVICE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE TERM OF SERVICE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE TERM OF SERVICE IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS TERM OF SERVICE DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Term of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

16. Miscellaneous

Entire Term of Service; Amendments. The Term of Service is our entire agreement relating to Publisher’s use of the services and supersedes any prior or contemporaneous agreements on that subject. This Term of Service may be amended (i) in a writing signed by both parties that expressly states that it is amending the Term of Service, or (ii) as set forth in Section 7, if Publisher keep using the services after Appota modifies the Term of Service.

Assignment. Publisher may not assign or transfer any of Publisher rights under the Term of Service.

Independent Contractors. The parties are independent contractors and the Term of Service does not create an agency, partnership, or joint venture.

No Third-Party Beneficiaries. Other than as set forth in Section 12, this Term of Service does not create any third-party beneficiary rights.

No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the Term of Service will not constitute a waiver.

Severability. If it turns out that a particular term of the Term of Service is not enforceable, the balance of the Term of Service will remain in full force and effect.

Governing Law. This Term of Service and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Socialist Republic of Vietnam.

Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.