NTProAds Affiliate Partner Program Terms and Conditions

Last modified: January 31, 2020

These Affiliate Partner Program Terms and Conditions (“Agreement”) are entered into by NTProAds FZ-LLC (“NTProAds”) and the entity executing or accepting the Agreement (“Company” or “You”). The effective date of the Agreement is the date You accept this Agreement (“Effective Date”). This Agreement governs Company’s participation in the Affiliate Partner Program (“APP”) and use of the APP badge(s) (collectively, “Badge”) and Marketing Materials at https://www.ntproads.com (as modified from time to time), which is an AdTech company provides programmatic advertising services via its own developed programmatic Demand Side Platform “NT DSP” on which certified NTProAds Partners can publish or otherwise make, services, content and digital materials created for use in connection with the NT DSP. Company must first agree to this Agreement to participate in the Program, to use Badge(s) and/or Service (s)

1. Definitions

1.1 (a) “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party. (b) “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser’s confidential information. (c) “NT DSP or Platform” means the Demand Side Platform at which the products and services referred to at https://www.ntproads.com/platform/overview/ (“NTProAds Products/Services”) are included, as determined by NTProAds in its sole discretion. (d) “Advertisers” to whom Company has agreement to provides its paid advertising services (e) “Customers” to whom Company has to provides its services. (f) “Potential Customers” to whom Company willing to provides its services. (g) “Insertion Order” means a purchase order issued between a seller of advertising and a buyer (usually via an advertising agency or media representative), and is typically the last step in the ad proposal process. (h) “Media Brief” means a request created by the advertiser to identify media objective, target audience and budget and is typically the first step in the paid advertising proposal process. (i) “Media Plan” means a strategy developed for the advertiser to identify media channels, target audience and budget and is typically the second step in the advertising proposal process.

2. Accepting this Agreement; Eligibility

2.1 In order to participate in the Program to use the Badge and/or use the Marketing Materials to promote Your services, You must first agree to this Agreement by clicking and/or to accept where indicated. This Agreement governs Your participation in the Program and use of the platform and/or products and/or services and/or Marketing Materials. Furthermore, Company’s participation is subject to Company: (a) having at all times NTProAds’s prior approval to participate in the Program; (b) complying at all times with the term of this Agreement; and (c) complying with all Program policies and brand guidelines at ntproads.com and any other guidelines pertaining to use of the Badge as provided by NTProAds from time to time, (such policies and/or guidelines may be updated from time to time by NTProAds and are referred to herein collectively as the “Policies”).

2.2 You may not enter into this Agreement if You are (a) not of legal age to form a binding contract with NTProAds, or (b) a person or entity barred from reselling the NTProAds Services under the laws of the United Arab Emirates or other countries, including the country in which You are resident or from which You use the NTProAds Services.

2.3 You represent and warrant that You have full power, capacity, and authority to accept this Agreement. If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept the Agreement, use the Badge, or use the NTProAds Services on behalf of Your employer or other entity.

3. Program Badge

Subject to the terms of this Agreement, NTProAds grants Company a revocable, non-exclusive, non-transferable and non-sublicenseable license to copy and display the Badge solely on Company’s website and in Company’s Marketing Materials related to the Program. Except as set forth in this Agreement, NTProAds reserves all rights in the Badge and nothing in this Agreement shall be deemed to grant Company any right, title or interest in or to the Badge. All use by Company of the Badge (including any goodwill associated therewith) shall inure to the benefit of NTProAds. For clarification, (i) NTProAds’s approval of participants in the Program is granted on a “per entity” basis, meaning that such approval and the foregoing license applies solely to Company and (ii) not any Affiliate of Company, unless such Affiliate has also been approved separately by NTProAds to participate in the Program.

4. Your Services

Company will be solely liable and responsible (a) to advertisers to whom Company provides its services (“Customers”) for all provision of Company’s Services (including without limitation any billing or accounting-related activities in connection with providing Company’s Services), (b) for support and maintenance of Company’s Services, and (c) for addressing any complaints related to Company’s Services.

Company’s support contact information, which Company will provide to NTProAds in the manner specified by NTProAds prior to providing Company’s Services to Customers and/or Advertisers launching Paid Advertising Campaigns, using NT DSP, will be displayed on third party websites and will otherwise be made available to Customers for customer support purposes.

Company acknowledges and authorizes NTProAds to display and make available such data to such Customers. Company understands and agrees that failure to provide adequate support for its services may result in low service ratings, less prominent service exposure, and/or removal from the APP (to be determined at NTProAds’s sole discretion).

Company will: (a) obtain and maintain all required consents from each Customer to provide services to such advertisers, and to permit Company’s access to, use and disclosure of data within such applicable service, and (b) ensure that Company has in place any necessary contract between Company and the Customer for the provision of each Paid Advertising Campaign and provide each service in compliance with such agreements as well as any applicable third party agreements.

You will not make any representations to Customers (or potential Customers) regarding the NTProAds Products/Services and to permit Your service to, use and disclosure of Paid Advertising Campaign post reports data, as well as to obtain all rights necessary to use the data sent in the Media Plan and/or Media Brief and/or Insertion Order for Advertisers or Customers or Potential Customers.

5. Program Participation

5.1 You agree to participate in the Program, use the Badge, only for purposes permitted by (a) this Agreement and the Policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data to and from the United Arab Emirates or other relevant countries).

5.2 If You provide Your Services to Customer to Lunch Paid Advertising Campaigns, You will protect the privacy and legal rights of Customers and Advertisers (e.g, campaign brief/plan/data/information/reports). If Customers provide You with, or Your Employees, Advertiser names, passwords, or other login information or personal information, You must make the Customer aware that the information will be available to Third Party, and you must provide legally adequate privacy notice and protection for such Customers. Furthermore, Your Service may only use that information for the limited purposes for which the Customers has given You permission to do so during the Operation of the Paid Advertising Campaign. To the extent You share with NTProAds any information You have received from Your Customer, you represent that you have obtained any required consents from each such Customer. If the Customer and/or Potential Customer or NTProAds provides You with any Account information, You may only use that information to access the Customer’s Account when, and for the limited purposes for which, the Advertiser or NTProAds has given You permission to do so. To the extent that You access, use or otherwise process (x) any information that directly or indirectly identifies a natural person or (y) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person (“Personal Information”) made available by NTProAds, You will: (I) comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to You; (II) use or otherwise access Personal Information only for purposes which are consistent with the consent obtained by the individual to whom the Personal Information relates or as expressly permitted in these terms by NTProAds; (III) implement appropriate organizational and technical measures to protect the Personal Information against loss, misuse, and unauthorised access, disclosure, alteration and destruction; and (IV) provide the same level of protection as is required by the EU-US Privacy Shield Principles and/or UAE Privacy Shield Principels. You will regularly monitor Your adherence to these obligations and immediately notify NTProAds in writing if You determine that You can no longer, or there is a significant risk that You can no longer meet these obligations and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate level of protection.

5.3 In order to publish on the NT DSP, You must acquire and maintain a valid Affiliate Partner Program Agreement and Insertion Order with NTProAds

5.4 Your participation in the Program and/or use of the NT Services to distribute Advertising Materials is subject to (a) all terms governing Your use of the NTProAds Program, (b) Your agreement to maintain up-to-date contact information on file for use by the NTProAds management team; and (c) Your agreement to maintain current and accurate company listing information in the Partner Application Form.

5.5 Subject to Company’s compliance with this Agreement, NTProAds may make available to Company tools for purposes of enabling Company to provide certain services to Customers. Company acknowledges and agrees that (a) a Insertion Order is subject to cancellation at any time at NTProAds’s sole discretion with notice; (b) the Company is only permitted to use a Media Plans during the term of the Agreement; (c) the Media Plans will only be used for the purposes specified by NTProAds to Company as stated herein and/or for any other uses expressly approved by NTProAds in writing and for no other purpose and (d) NTProAds may change and/or update a Media Plan any time with notice. In addition to any restrictions imposed by this Agreement, Company will not: (i) include any information in the Media Plan that NTProAds could use or recognize as personally identifiable information or Customer information; (ii) sublicense or make a Media Plan available for use by a third party; (iii) perform an action with the intent of introducing to NTProAds services any viruses, worms, defects, Trojan horse, malware, or any items of a destructive nature; (iv) interfere with or disrupt the website or servers or networks providing the service; or (v) reverse engineer or attempt to extract the information from the media plan or any related website, except to the extent this restriction is expressly prohibited by applicable law. Company acknowledges and agrees that any use by it that is outside the scope of these terms will be deemed a breach of its obligations under this Agreement.

6. Confidentiality

You will not use or disclose any Confidential Information you may have received from NTProAds without NTProAds’s prior written consent except for the purpose of performing Your obligations under this Agreement or if required by law, regulation, or court order (in which case, You will give NTProAds as much notice as is reasonably practicable prior to disclosing the Confidential Information to provide NTProAds the opportunity to seek a protective order of the equivalent). You must use reasonable care to protect any Confidential Information you receive from NTProAds, and will not disclose such information, except to employees who need to know it and who are obligated to keep such information confidential. Company hereby grants NTProAds the right to use Company’s name and logos in general Marketing Materials related to the Program and/or the NTProAds website.

7. Prohibited Actions

7.1 You will not engage in any activity in connection with Your participation in the Program, use of the Badge, provision of Your Services, or use of NTProAds Services, including the development of Media Brief and/or Media Plan Insertion Order, that violates the Policies, causes The Company to violate the NTProAds Terms, or that:

  1. knowingly violates a third party’s terms of service,
  2. violates any applicable laws or regulations,
  3. interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, NTProAds or any network operator,
  4. infringes on the intellectual property rights of others,
  5. engages in unclear, deceptive, or harassing sales practices, including with respect to the Services,
  6. misrepresents Company’s relationship with NTProAds,
  7. makes improper guarantees to (i) clients, and (ii) potential clients (collectively, (i) and (ii) are referred to as “Clients”) about NTProAds or the NTProAds Services,
  8. causes, directly or indirectly, any Client to use the NTProAds Services in a way that is inconsistent with the NTProAds Platform Program Policies, available at https://www.ntproads.com/ (as modified from time to time)
  9. causes, directly or indirectly, Clients to violate their agreements with NTProAds or third parties
  10. misrepresents the certification stream (if any) and/or jurisdiction (if any) for which NTProAds has certified You,
  11. improperly uses NTProAds Marketing Materials.

7.2 For all Clients introduced to Company by NTProAds or acquired by Company as a result of the relationship contemplated by this Agreement, Company will not engage in the prohibited business practices listed above.

7.3 You will not access (or attempt to access) the Clients (or Potential Clients) websites by any means other than through the purpose that is related to provided services by NTProAds.

7.4 You may not divert Advertisers or provide links to any other site that mimics the NT DSP or passes itself off as the NT DSP. For the avoidance of doubt, You may offer paid Services and/or Products so long as You comply with all applicable terms and policies.

7.5 You agree that You are solely responsible for (and that NTProAds has no responsibility to You or to any third party for) any Advertising Content You publish in the NT DSP and for the consequences of Your actions (including any loss or damage which NTProAds or any third party may suffer) by doing so.

7.6 You agree that You are solely responsible for (and that NTProAds has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which NTProAds or any third party may suffer) of any such breach.

7.7 You will be responsible for making Your Services available to Customers or Potential Customers of the NTProAds, providing required Service information in relation to Paid Advertising Campaign, and accurately disclosing to Your Customers or Potential Customers all relevant terms associated with Your Service.

8. License Grants

8.1 You grant to NTProAds and its Affiliates a worldwide, nonexclusive, and royalty-free license to host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use Advertising Content, including but not limited to, images and descriptions of Your Advertisers or Customers or Potential Customers Products and or Services in the NT DSP, according to the publishing options and preferences selected by You on behalf of Your Customers.

8.2 You grant to the Your Customer or Potential Customers to the maximum extent permitted by applicable law, a non-exclusive, worldwide license to perform, display, and use the Services and any content contained in, accessed by, or transmitted through the Services in connection with the NTProAds Services. If You choose, You may include a contract in Your Services that will govern the Customer’s rights to the Services in lieu of the previous sentence.

8.3 NTProAds may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as NTProAds.

8.4 You represent and warrant that You have all and will maintain all necessary rights to grant the licenses to the Services and any content contained in, accessed by, or transmitted through the NT DSP to NTProAds, its Affiliates, Customers, Advertisers.

8.5 Except for the license rights granted in this Agreement, (a) You retain all rights in the Services, and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act and/or The Berne Convention and/or any laws in other jurisdictions. NTProAds acknowledges and agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any content that You submit, post, transmit or display on, or through, the NT DSP, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless You have agreed otherwise in writing with NTProAds, You agree that You are responsible for protecting and enforcing those rights and that NTProAds has no obligation to do so on Your behalf.

9. Your Partner Credentials

9.1 You agree that You are responsible for maintaining the confidentiality of any credentials or keys that may be issued to You by NTProAds in connection with the Agreement or which You may choose Yourself and that You will be solely responsible for all applications that are developed under Your credentials.

9.2 NTProAds may limit the number of Insertion Order that You may publish to the NT DSP.

10. Customer Satisfaction (CSAT)

10.1 Company will, on NTProAds’s behalf, or permit NTProAds to request from a Customer and/or receive feedback (positive or negative, solicited or unsolicited) from a Customer regarding (a) the NTProAds Services, (b) any Service, and (c) Company’s advice, implementation, provision, or other aspects of Company’s participation in the Program (“Customer Feedback”). Customer Feedback will be sent directly to NTProAds from Customer(s). NTProAds may review Customer Feedback and based on the results decide to revoke Company’s eligibility to participate in the Program.

11. Privacy and Information

11.1 In order to continually innovate and improve the NT DSP, You understand and agree that NTProAds may collect certain usage statistics from the NT DSP and Advertiser machines, devices, or other hardware, including but not limited to, information on how the Adverts are being displayed.

11.2 The data collected is examined and maintained in accordance with NTProAds’s Privacy Policy (available at https://www.ntproads.com/), as modified from time to time.

12. Term; Termination

12.1 This Agreement will remain in effect until terminated by either You or NTProAds as set out below.

12.2 Either party may terminate this Agreement at any time, for any or no reason, with thirty (30) days prior notice to the other party.

12.3 NTProAds may, at any time, immediately terminate this Agreement with You if:

  1. You have breached any provision of this Agreement;
  2. NTProAds is required to do so by law, or
  3. NTProAds decides to no longer provide the Program and/or the NT DSP, or a portion thereof.

12.4 Upon any termination of this Agreement, You (i) will no longer be a NTProAds Partner Program Partner, (ii) must cease Your use of any provided credentials, and (iii) must cease use of the Badge.

13. DISCLAIMER OF WARRANTIES

13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAM AND USE OF THE NT DSP AND/OR BADGE IS AT YOUR SOLE RISK AND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE PROGRAM, THE NT DSP, AND THE BADGE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR PARTICIPATION IN THE PROGRAM AND USE OF THE MARKETING MATERIALS AND/OR BADGE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NTPROADS.COM OR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NTPROADS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NTPROADS, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NTPROADS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Indemnification

To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless NTProAds, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from:

  1. Your participation in the Program and use of the NTProAds Services and/or Badge in violation of this Agreement, the Policies, or any applicable laws or regulations;
  2. Your Services that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; or
  3. Any third party claims arising out of or relating to Your Services, Your participation in the Program, or Your use of NTProAds Services.

16. Changes to the Agreement

NTProAds may make changes to this Agreement from time to time. When these changes are made, NTProAds will make a new copy of the Agreement available at https://www.ntproads.com/ (as modified from time to time). NTProAds will also send email notification to the Company email describing the modifications made. The changes will become effective, and will be deemed accepted by You, (a) immediately for those who become Partners after the notification is posted, or (b) for pre-existing Partners, the modified Agreement will become effective seven (7) days after the posting of the notification if You continue to participate in the Program or use NTProAds Services.

17. General Legal Terms

17.1 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. If there is a conflict between any terms of this Agreement, the Policies or NTProAds Service Terms, the term of this Agreement will govern.

17.2 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

17.3 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

17.4 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

17.5 Export Restrictions. Services available by NTProAdsmay be subject to export controls or restrictions by The United Arab Emirates or other countries or territories. You agree to comply with all applicable UAE and international export laws and regulations. These laws include restrictions on destinations, end Advertisers, and end use.

17.6 Assignment; Change of Control. Company may not assign any part of this Agreement without NTProAds’s prior written consent, not to be unreasonably withheld or denied. Upon the earlier of (i) Company entering into an agreement providing for a change of control (for example, through a stock purchase or sale, merger, asset sale, liquidation or other similar form of corporate transaction), (ii) Company’s board of directors recommending its shareholders approve a change of control, or (iii) the occurrence of a change of control (each, a “Change of Control Event”), Company will provide notice to NTProAds promptly, but no later than three (3) days, after the occurrence of the Change of Control Event. NTProAds may terminate this Agreement by sending notice to Company and the termination will be effective upon the earlier of delivery of the termination notice or three (3) days after the occurrence of the Change of Control Event.

17.7 ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NT DSP WILL BE GOVERNED BY THE UNITED ARAB EMIRATES LAW, EXCLUDING THE UNITED ARAB EMIRATES ‘S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF RAKEZ, RAK, UAE; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

17.8 The obligations in Sections 1, 4, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17 and 18 will survive any expiration or termination of this Agreement.

17.9 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

17.10 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

17.11 Notices. All notices of termination or breach must be in English and/or Arabic, in writing and addressed to the other party’s Legal Department. The email address for notices being sent to NTProAds’s Legal Department is b2b@NTProAds.com. All other notices must be in English and/or, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).