BY SIGNING UP OR SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING TO BE LEGALLY RESPONSIBLE FOR ADHERING THESE EPOM EXCHANGE TERMS AND CONDITIONS

These Epom Exchange Terms and Conditions (the “Terms and Conditions”) are entered into between:

either

EPOM LTD, address: Nancy Whiticker House, 7 Old Street, Roseau, Commonwealth of Dominica, or

EPOM SERVICES LTD, address: 79 Spyros Kyprianou Avenue, Protopapas Building, 2nd floor office 201, 3076 Limassol, Cyprus, VAT#CY10334815G or

EPOM SYSTEMS LTD, address: Flat/RM 2303 23/F, New Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong,

one of the three companies of our exclusive choice (the “Epom”) and

the Client,

collectively referred to as “Parties” and individually as “the Party”.

collectively referred to as “Parties” and individually as “the Party”. These Terms and Conditions define the conditions under which Epom interacts with Client.
These Terms and Conditions constitute an agreement between Epom and Client. Other terms and conditions, which are not agreed with Epom in writing, are excluded.

1. Subject of services

Epom is an ad technology platform company, which has developed the Software and provides advertising services whose essence is

• providing hosted Demand Side Platform solutions, including the right to access and use the Software and any associated product, feature, software, application, data feed and service (hereinafter collectively referred to as the “White Label Solution”) to the Client, and

• a service to facilitate the sale and purchase of advertising inventory (the “Ad Inventory”), that include placing the Client's ad server tag on Epom's ad platforms. The Client will provide Epom advertising tags, indicate settings maximum CPM, countries, volume limits, etc. by email before launching each specific advertising campaign (“Media buying”).

Nothing in these Terms and Conditions shall create or be deemed to create a relationship of employment, franchise, agency, partnership or joint venture between Parties.

2. Acceptance of the agreement

Client desires to obtain described above services, and Epom desires to provide such services on such Terms and Conditions

Client represents and warrants that it has the necessary corporate right, power and authority to enter into this agreement and to grant the rights set forth herein with regard to the access and use of the services.

The Client may not use or operate the services and may not enter into these Terms and Conditions if
(a) the Client is not of legal age to form a binding contract with Epom, or
(b) the Client is a person who is either barred or otherwise legally prohibited from using or operating the services under the laws of the country in which the Client is a resident or from which the Client uses or operates the services.

These Terms and Conditions do not alter in any way the terms or conditions of any other written agreement the Client may have with Epom.

3. Granted license

3.1. License. Subject to these Terms and Conditions, Epom grants the Client a worldwide, non-transferable, non-assignable, non-sublicensable and non-exclusive license to access and use the services under Client's own brand name.

3.2. General Restrictions. The rights granted to the Client in these Terms and Conditions are subject to the following restrictions:
(a) the Client shall not sublicense, sell, rent, lease, reproduce, copy, transfer, or assign any part of the services;
(b) the Client shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any part of the services;
(c) the Client shall not use the services in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the services may be copied, downloaded, and republished in any form or by any means;
(e) the Client shall not use, or encourage, promote, facilitate or instruct other users to use, the services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive (including content which offends religious sensibilities).
The Client agrees not to use the services in order to:
(a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data;
(b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); or
(c) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the services (e.g., a denial of service attack).

3.3. Modification. Epom reserves the right, at any time, to modify, suspend, or discontinue the operation of the services or any part thereof, with or without notice. The Client agrees that Epom will not be liable to the Client or to any third party for any modification, suspension, or discontinuance of operation of the services or any part thereof.

3.4. Ownership. Epom owns all right, title and interest, including all related intellectual property rights, in and to the services and content therein. As stated above, the right to access and use the services is licensed to the Client; this means that the services are under no circumstances sold/transferred to the Client. Indeed, these Terms and Conditions do not convey to the Client any rights of ownership in or related to the services. Epom name, logo, and other names associated with the services belong to Epom (or to Epom's licensors, where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to the Client hereunder. Epom (and Epom's licensors, where applicable) reserve all rights not granted in these Terms and Conditions.

4. Services fees, cancellation and other payment terms

By using the services, the Client agrees to pay all fees associated with the Client's licensing of the right to operate the services, indicated in the Exhibit A of these Terms and Conditions. Epom reserves the right to adjust its fee structure at any time. The Client may cancel this service at any time and for any reason, however, all fees are non-refundable. Therefore, a cancellation will only cancel future billings. Epom reserves the right to revoke access to the services if the applicable fees are not paid when due.

5. Licensee account

In order to be able to operate the services the Client will need to create a licensee account (“Licensee Account”) and provide certain information as requested by Epom in the online registration form. The Client represents and warrants that (a) all required registration information submitted is truthful and accurate, (b) the Client will maintain the accuracy of such information, and (c) the Client's use of the services does not violate any applicable laws.

The Client shall be responsible for (a) maintaining and ensuring the confidentiality and security of Licensee Account’s login information, and (b) all activities that are conducted under the Client's Licensee Account. The Client agrees not to disclose the password to any third party and the Client shall be solely responsible for any use of or action taken through the use of such password. Epom cannot and will not be liable for any loss or damage arising from the Client's failure to comply with this requirement. By using Licensee Account, the Client acknowledges and agrees that Epom’s account security procedures are commercially reasonable. Epom reserves the right to revoke the Client's right to access Licensee Account at any time if any misuse of the services occurs, or if unauthorized activity is detected in the system.

6. The Client’s obligations

The Client hereby agrees that the Client shall:
6.1 be solely responsible for all the Client's trademarks, logos, design, media, text, graphics, animations, audio, video, photos or any other information posted and published through services and for any other Client’s activity with using the services;
6.2 be solely responsible for all costs and expenses incurred in connection with the operation of the services;
6.3 be solely responsible for all tax returns, contributions and payments required to be filed with or made to any federal, state, or local tax authority, in the Client's country of residence, with respect to the Client's operation of the services;
6.4 not use the services for any illegal or unauthorized purposes. The Client must not, in the operation of the services, violate any laws applicable to the Client's or Epom’s jurisdictions (including but not limited to copyright laws);
6.5 use good, fair and honest business practices in connection with the operation of the services;
6.6 not take any action that imposes or may impose (as determined by Epom in its sole discretion) an unreasonable or disproportionately large load on Epom's infrastructure.

7. Privacy policy

Please refer to Epom's Privacy Policy for information on how Epom collects, uses and discloses personally identifiable information.

8. Term and termination

The Client hereby acknowledges and agrees that these Terms and Conditions shall come into force on the date of the first use of the services and accepts provisions contained in these Terms and Conditions and will remain in force and effect until terminated in accordance with these Terms and Conditions.

Either Epom or the Client may terminate to use the services for convenience with at least 30 (thirty) days prior written notice (to include e-mail).

Epom may suspend the Client's rights to use and operate the services at any time at Epom’s sole discretion with or without notice to the Client, if Epom believes the Client has violated any provision of these Terms and Conditions.

Upon termination of these Terms and Conditions, the Client's right to use the services will automatically and immediately terminate. The Client understands that any termination of these Terms and Conditions may involve deletion of the Client's content from the White Label Solution and Epom’s databases.

Any termination of these Terms and Conditions (howsoever occasioned) shall not affect any accrued legal rights, obligations and liabilities of either the Client or Epom, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after any such termination.

9. Indemnification

The Client agrees to defend, indemnify and hold harmless Epom, its directors, employees, agents, independent contractors, service providers and consultants, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any part of content the Client provides to Epom or posts to, stores or otherwise publishes on the White Label Solution or the Client's use of or inability to use the services, including without limitation any actual or threatened suit, demand or claim made against Epom and/or its directors, employees, agents, independent contractors, service providers and consultants, arising out of or relating to (a) the Client's partners' and customers’ content or conduct, or (b) the Client's violation of these Terms and Conditions, or (c) the Client's violation of the rights of any third party.

10. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY EPOM, THE SERVICES IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT EPOM USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE WHITE LABEL SOLUTION. EPOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WHITE LABEL SOLUTION, EPOM DOES NOT REPRESENT OR WARRANT THAT CONTENT FOUND ON THE WHITE LABEL SOLUTION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WHITE LABEL SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EPOM SHALL NOT BE RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS FOUND ON THE WHITE LABEL SOLUTION.

11. Limitation of liability

IN NO EVENT SHALL EPOM, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR OF CONTENT OWNED BY ANY WHITE LABEL SOLUTION USER, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY THE CLIENT ON ANY INFORMATION OBTAINED FROM EPOM OR THE WHITE LABEL SOLUTION, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE WHITE LABEL SOLUTION. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EPOM, ITS DIRECTORS, EMPLOYEES OR AGENTS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES, EXCEED ANY COMPENSATION THE CLIENT PAYS, IF ANY, TO EPOM TO USE THE SERVICES.

12. General provisions

12.1 These Terms and Conditions, as well as any policies incorporated herein by reference, constitute the entire agreement between the Client and Epom with respect to the subject matters hereof and supersedes all prior discussions and agreements (whether in writing or oral) between the Client and Epom with respect to such subject matters (including any prior license agreements or terms of service).
12.2 Epom reserves the right to change these Terms and Conditions as Epom may deem necessary from time to time or as may be required by law.
12.3 These Terms and Conditions do not create a partnership, agency, or employer-employee, or similar relationship between Epom and the Client. The Client does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Epom. The Client acknowledges that Epom does not, in any way, supervise, direct, or control the Client's actions or operation of the White Label Solution.
12.4 Epom’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
12.5 Epom may assign, transfer or otherwise dispose of in whole or in part any of rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of Epom's assets, or other operation of law, without the Client's consent. These Terms and Conditions shall be binding upon assignees.
12.6 If any provision of these Terms and Conditions is, for any reason, held to be invalid or unenforceable, (i) the other provisions of these Terms and Conditions will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.7 The Client consents to the use of (a) electronic means to deliver any notices pursuant to these Terms and Conditions; and (b) electronic records to store information related to these Terms and Conditions or the Client's operation of the White Label Solution. Notices hereunder shall be invalid unless made in writing and given (a) by Epom via email (to the email address that the Client provides), or (b) by the Client via email to email addresses as Epom may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
12.8. The execution of these Terms and Conditions and resolution of disputes by the Parties shall be governed by the applicable laws of Epom's country of incorporation. Should a dispute arise between the Client and Epom, Epom’s goal is to provide the Client with a neutral, amicable, quick and cost-effective means of resolving any dispute. Accordingly, the Client and Epom hereby agree that the Client and Epom shall first attempt to resolve any claim, dispute or controversy at law or equity that arises out of these Terms and Conditions in an amicable way prior to submitting any such claim, dispute or controversy to the jurisdiction of courts.

Exhibit A

1. The White Label Solution payment

Client is granted a trial period for 30 days on the date of first use of White Label Solution. Trial period includes full access to White Label DSP, connection to any SSPs on the market, connection to Epom Ad Exchange.

Upon the expiration of the trial period, for further use of the White Label Solution, the Client will be charged a commission, equivalent to 5% of advertising spend, but in no case less than $250.

The fees shall be paid within 30 days after the end of the reporting month

2. Media Buying payment

Client shall pay to Epom all monthly service fees. Parties agree to calculate fees based on the Epom’s statistics. Within 15 days after the end of the reporting month Epom will issue an invoice in US Dollars or Euros at the rate in effect on the day of issuance of the invoice. Client shall make a payment within 30 (thirty) days after the end of the reporting month. A payment should be made to the Epom payment details specified in the invoice.

Exhibit B

Service Levels Agreement

1. General. Subject to these Terms and Conditions, EPOM guarantees compliance with the agreed by the Parties in Exhibit A to these Terms and Conditions on the scope and price of services, including the number of requests per second. Epom agrees to provide the following maintenance and support services to Client. Any additional maintenance support requested by Client during the term of these Terms and Conditions shall be subject to a separate written agreement between Epom and Client. Epom will make the Software available for Client access and use over the Internet 24 hours per day, 7 days per week except for periods of scheduled maintenance and network access failures. Scheduled maintenance may occur weekly, only on weekends, or as otherwise coordinated with Client.

2. Technical Support. All support cases should be initiated by email to support@EPOM.com or contacting your account manager. EPOM will assign a Case ID to each request or will forward the request to the account manager.

3. Data Back-up. Epom agrees to a complete nightly back-up of Client's data and to keep that information available to the Client for a period of one year. Raw logs are backed up for 1 month. Epom follows the commercially reasonable practice of storing back-ups offsite from the Epom Servers location.

4. Interruption Notification. In the event of unscheduled service interruption of ad serving (delivery of ads on web pages), Epom will notify Client via e-mail within two (2) hours of problem identification and such notice will include an estimated time of service restoration. Once the interruption is resolved and support is restored, Epom shall provide an immediate follow-up notice via e-mail to Client, but in no event longer than two (2) hours thereafter, explaining the reason for the interruption, the duration of the interruption and the corrective measures taken by Epom, if appropriate.

5. Level of Effort. Epom will use commercially reasonable efforts commensurate with the then applicable industry standards to provide Client maintenance and support under this Exhibit B and in a professional and workmanlike manner, but Epom cannot guarantee that every question or problem raised by Client will be resolved.

6. Trafficking and Reporting Interface. Epom will use commercially reasonable efforts commensurate with the then applicable industry standards to provide Client with uninterrupted access to its trafficking and reporting interfaces hosted on www.epom.com during GMT Time Zone business hours. Scheduled downtime for database tuning and new feature releases will be primarily outside GMT Time Zone business hours.

7. Security. Epom uses reasonable security measures to protect Client's data and accounts FROM unauthorized access. However, Client shall understand that use of Software involves transmission over other networks that are not controlled or operated by Epom. Epom is not responsible for any data loss, alteration, interception and unauthorized access across such networks. Epom cannot guarantee that security procedures will be error-free, secure and cannot be defeated by third parties. Epom will use commercially reasonable measures for elimination of security vulnerabilities Epom becomes aware of.