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Terms & Conditions

TERMS AND CONDITIONS FOR PARTNERS

Effective on 6 October 2025

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“PUBLISHER”, “SSP”, “ADVERTISER” OR “DSP”, COLLECTIVELY REFERRED TO HEREIN AS “PARTNERS”) AND EXOCLICK, S.L. (“EXOCLICK NETWORK” OR “EXOCLICK PLATFORM”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE EXOCLICK NETWORK. PLEASE READ THESE EXOCLICK TERMS AND CONDITIONS (“AGREEMENT”) AND THE DATA PROCESSING AGREEMENT (“DPA”) BEFORE PRESSING THE “SIGNUP” BUTTON AT THE BOTTOM OF THE SIGNUP PAGE. BY PRESSING “SIGNUP,” YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS AND THE DATA PROCESSING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AND THE DATA PROCESSING AGREEMENT, YOU WILL BE UNABLE TO PARTICIPATE IN THE EXOCLICK NETWORK.

DEFINITIONS

For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:

“Advertiser(s)” means one or more customers of ExoClick (or customers of the DSP) who create the Advertising Material and authorize ExoClick as its intermediary to include it on the Publisher’s Website(s).

“Advertising Material or Ad(s)” means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising, including, but not limited to, banners, text ads, pop-ups, and pop-unders created by an Advertiser.

“Advertising Space” means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising, including, but not limited to, banners, text ads, pop-ups, and pop-unders created by an Advertiser.

“Publisher(s)” means one or more customers of ExoClick (or customers of the SSP) responsible for the distribution of online Advertising Material on its Website(s).

“Publisher´s Website(s)” means the space, including, without limitation, homepage, website, or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.

“Sub-Publisher(s)” means any third party working with a Publisher to place ads on their own websites. Publishers are responsible for their compliance with this Agreement.

“Supply-Side Platform or SSP(s)” means a programmatic platform for Publisher(s) that facilitates the sale of their advertising inventory through real-time bidding (or “RTB”).

“Demand-Side Platform or DSP(s)” means the advertising network and advertising exchange that allows Advertiser(s) to buy advertising inventory through RTB.

“Bid Request” means the message passed to or accessible by the DSP prior to the purchase of a particular Impression, including both audience-related information, non-audience-related information, and user-specific information, including any device identifier or enabled geo-location data.

“ExoClick Network” means the advertising network owned and operated by ExoClick, S.L.

“Ad Serving Platform” describes the technology and service that places advertisements on Websites, which includes an advertising software that has been licensed to ExoClick and which ExoClick hereby sublicenses to Publishers, SSPs, Advertisers, and DSPs participating in the ExoClick Network, subject to this Agreement.

“Impressions” means the number of times Advertising Material is served on a person visiting the Publisher’s Website(s).

“eCPM” means effective cost per mil. eCPM is used on the ExoClick Network to calculate the relative cost of an advertising campaign and estimate the cost/revenue per 1000 views of the ad.

“Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials, less ExoClick margin. Publisher earnings are based on the eCPM generated by the Advertising Space. ExoClick’s margin remains at the sole and absolute discretion of ExoClick.

“Unique Click” means the number of times, as recorded by ExoClick through its Ad Serving Platform, a user visiting the Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24 hours.

“Administration Panel” means the interface provided by ExoClick to clients (Publishers, SSPs, DSPs, Advertisers, and Third Parties) in order to buy and sell traffic on the ExoClick Network.

“Insertion Order” is a written authorization to display an advertisement on the Publisher’s Website(s).

SPECIFIC TERMS

The application of the following Specific Terms (“Term A” and “Term B”) will depend on the status under which ExoClick Partners operates.

TERM A: ADVERTISER(S) & DSP(S)

The clauses in this section apply exclusively to Advertiser(s) and DSP(s). Certain provisions shall apply solely to Advertiser(s) or solely to DSP(s), as expressly specified. Where a provision applies to both Advertiser(s) and DSP(s), they shall be collectively referred to as “Buyer(s)”. “Buyer” means any Advertiser or DSP bidding for, winning, or purchasing advertising space or any person acting on their behalf with express or implied authority.

ONE.- OBJECT.

1.1. By virtue of this Term A, Buyer(s) market and advertise goods and services using Advertising Material by purchasing Advertising Space on Publisher(s) Website(s) through ExoClick Network using the Ad Serving Platform.

1.2. Buyer(s) hereby authorize ExoClick and its Publishers to place Advertising Material on Publisher’s Websites through the ExoClick platform that facilitates the sale of advertising inventory through RTB. Accordingly, ExoClick enables Buyer(s) to deliver Advertising Material by responding to Bid Requests with a bid price for an applicable impression (the “Bid”).

TWO.- ADVERTISING MATERIAL.

2.1. ExoClick is a service provider and has no effective knowledge about the content in the Advertising Material created by the Advertiser(s), which is published on the Publisher´s Website(s). Advertisers are the only responsible parties for Advertising Material and will always hold ExoClick harmless for any responsibility, infringement, damage, or loss concerning such Advertising Material. If any Advertising Material is illegal or violates any law in general, and in particular, any intellectual and/or industrial property laws, please request the removal to ExoClick at abuse@exoclick.com so we can remove and prevent access to it. Advertisers shall always comply with ExoClick’s policies, including, but not limited to, its Guidelines for Advertisers, Content moderation procedures, and notice mechanisms to remove all kinds of illegal content. These documents can be found here.

2.2. DSP(s) further represent and warrant to ExoClick that all Advertising Material provided through their platform shall fully comply with ExoClick’s policies, guidelines, and the terms of this Agreement. DSP(s) shall implement and enforce binding contractual obligations with all their Advertisers, ensuring adherence to the same standards, and shall remain jointly and severally liable for any breach or non-compliance by such Advertisers.

THREE.- ADVERTISING BUDGET.

3.1. Buyers must prepay their advertising budget through credit cards, wire transfers, cryptocurrencies, or Paxum. Buyers shall pay all charges in US Dollars or Euros, according to the currency set up in their ExoClick Administration Panel.

3.2. Charges are exclusive of taxes. Buyers are responsible for paying all taxes, government charges, reasonable expenses, and attorney fees. ExoClick incurs collecting unpaid amounts. Charges are solely based on ExoClick Ad Serving Platform measurements unless otherwise agreed to in writing. Nothing in these Terms or an Insertion Order may obligate ExoClick to give credit to any party.

3.3. Buyers acknowledge and agree that any credit card and related billing and payment information that Buyers provide to ExoClick may be shared with companies that work on ExoClick’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to ExoClick, and servicing the Buyer’s account.

3.4. ExoClick reserves the right to withhold deposit or charge the Buyer’s account due to any breach of this Agreement by the Buyer.

FOUR.- BUYERS REFUND POLICY.

ExoClick strives to offer the best service possible to its clients. Once a Buyer makes an initial deposit in the ExoClick Ad Serving Platform, the Buyer has six (6) months from the last payment date to ask for a refund of the balance remaining on the account if he isn’t satisfied with the ExoClick Network and have remained in compliance with this Agreement. As soon as a Buyer makes a second deposit in the ExoClick Ad Serving Platform, it is hereby understood that a refund will only be issued for a balance greater than $20.00 and a processing fee of 10% will be deducted from the refund. Buyers canceled/terminated by ExoClick for violating this Agreement are not entitled to a refund.

FIVE.- REPRESENTATIONS AND WARRANTIES.

5.1. Buyer(s) represent and warrant to ExoClick that none of the Advertising Material provided contains:

Any material that consists of paraphilia or scatological activities;
Any material that contains children or minors in adult or sexual situations;
Any material that offers illegal products or services;
Promotion of incentives for online activity to surf websites, click on Ad(s), or any activity that artificially enhances website or advertiser metrics;
Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
Promotion of fake documents, copied material, or paper mills;
Any unauthorized use of third-party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;
Promotion of drugs or any related paraphernalia;
Sales or offers of certain weapons, alcohol, tobacco, or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
Promotion or any attempt to profit from human tragedy or suffering;
Promotion of illegal activities that infringe on the rights of others, including intellectual property rights;
Promotion of gambling or online betting that allows U.S. registrations. Any gambling advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing the U.S. from the registration field is not considered sufficient. If you would like to advertise a gambling service, please contact us at advertising@exoclick.com and detail your service’s process for blocking U.S. registrations, and provide the expected monthly budget and planned geo-targeting;
Promotion of gambling websites where applicable regulations forbid such promotions. Any Buyer wishing to promote gambling website(s) hereby warrants that he/she is legally entitled to promote such gambling website(s) and that he/she is fully entitled, according to any applicable regulations, to do so through ExoClick Network and in the particular countries he/she wishes to advertise. The Buyer also warrants that ExoClick will incur no liabilities in allowing the Buyer to promote the gambling websites. The Buyer declares that he/she complies and is aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in such jurisdictions before allowing users connected from IP addresses belonging to such jurisdictions. Pre-approval received from ExoClick shall not be construed as ExoClick having checked Buyer’s compliance with the present clause and will not affect Buyer’s liability under its failure to comply with the representations and warranties set forth herein. Furthermore, the Buyer undertakes to always ensure compliance with the present clause;
Any content that targets children under eighteen (18) years old; and
Any material that does not respect particular advertising rules added in the Administration Panel for a specific Publisher’s Website(s).

The Buyer will indemnify and hold ExoClick harmless from any liabilities, losses, or damages of any nature that are directly or indirectly derived from the Buyer’s infringements of this Agreement.

SIX.- NON-SOLICITATION.

6.1. During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Buyer agrees that it will not do business directly or indirectly with any Publisher listed on the ExoClick Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Buyer. Buyer understands and agrees that this prohibition is a key consideration and inducement for ExoClick to enter into this Agreement with the Buyer, and to provide the services hereunder.

TERM B: PUBLISHER(S) & SSP(S)

The clauses in this section apply exclusively to Publisher(s) and SSP(s). Certain provisions shall apply solely to Publisher(s) or solely to SSP(s), as expressly specified. Where a provision applies to both Publisher(s) and SSP(s), they shall be collectively referred to as “Seller(s)”. “Seller” means any Publisher or SSP who creates a listing for the sale of advertising space or any person acting on its behalf with express or implied authority.

ONE.- OBJECT.

1.1. By virtue of this Term B, Seller(s) offer advertising inventory, and are responsible for incorporating or embedding the Advertising Material on its Website(s) through the ExoClick Network using the Ad Serving Platform.

1.2. Seller(s) hereby allow ExoClick and its Advertiser(s) to purchase Impressions in near real-time by bidding on Impression’s inventory. Accordingly, Seller enables ExoClick to deliver Advertising Material by responding to Bid Requests with a bid price for an applicable impression (the “Bid”).

TWO.- PUBLISHER’S WEBSITE(S) CONTENT.

2.1. ExoClick is a service provider and has no effective knowledge about the content in the Publisher´s Website(s). Publisher(s) are the only responsible parties for such content and will always hold ExoClick harmless for any responsibility, infringement, damage, or loss concerning such content. Publishers shall always comply with ExoClick’s policies, including, but not limited to, its Guidelines for Publishers, Content moderation procedures, and notice mechanisms to remove all kinds of illegal content. These documents can be found here.

2.2. SSP(s) expressly represent and warrant that they have implemented binding contractual obligations with their Publisher(s) requiring full compliance with all applicable ExoClick policies, guidelines, and the terms of this Agreement. SSP(s) further undertake to actively monitor such compliance on an ongoing basis and shall remain jointly and severally liable for any breach thereof by their associated Publisher(s), including but not limited to violations related to content, data protection, fraud, or misuse.

THREE.- PUBLISHER ELIGIBLE WEBSITE(S).

3.1. ExoClick reserves the right to approve or deny the affiliation of a Seller at any time. If not approved, the Seller shall not be entitled to the payment of the revenue displayed in its Administration Panel. The Seller must make sure it complies with ExoClicks’ eligibility rules available in Guidelines for Publishers. The following are examples of Publisher´s Website(s) that are not eligible for participation on the ExoClick Network:

Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promote copyright piracy.
Websites regarding illicit practices or shock human dignity: Content with pornographic characters staging minors (miners); Contents making the apology of voluntary crimes to life, persons, the integrity and sexual aggressions; Contents making the apology of war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description as such will be automatically recorded and indicated to the proper authorities.
Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam), as well as unsolicited communications by equivalent electronic means (i.e., SMS, chat, social networks, etc.).
Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.).
Websites with illegal, false, or deceptive investment advice.
Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
Websites that are under construction or incomplete.
Websites with extremely limited audiences or viewership (fewer than 50 unique visitors per day).
Websites that contain any content violating Spanish laws in general, or the laws of any other country, if applicable. In particular, those that violate Spanish intellectual property, personal data, or privacy laws. Publishers’ Website(s) shall not violate any law, regulation, rule, or custom or violate, infringe, or misappropriate any person’s or entity’s rights, including, without limitation, any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights, or rights in name or likeness.
Websites generated through free blogging or free forum platforms.
Websites with more than 6 Ad(s) per page, sites with more than 2 pop-ups and/or pop-unders, sites with more than 1 exit pop-up (all ad networks or affiliate programs together).
Websites presenting no added value to the users.

3.2. ExoClick does not control or monitor Publishers’ Website(s). However, a website may be brought to its attention or may be checked for any reason, at ExoClick’s sole discretion, at any time. If ExoClick determines that the Publisher’s Website(s) include any forbidden content, ExoClick may close the Seller’s account without prior notification. In such a case, as a penalty for the breach of this Agreement, the Seller shall not be entitled to the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Seller.

FOUR.- SUB-PUBLISHERS.

4.1. Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate this Agreement to their Sub-Publishers and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers. Sub-Publishers shall be bound by terms of at least equal nature and content to those set forth herein to the Publisher.

4.2. The SSP(s) expressly represent and warrant that they shall communicate this Agreement and all related ExoClick policies to their Publishers, including those managing networks of Sub-Publishers. SSPs shall ensure that such Publishers impose legally binding obligations on their Sub-Publishers to fully comply with this Agreement. SSP(s) shall proactively monitor, audit, and enforce compliance by both their direct Publishers and any Sub-Publishers in the network. SSP(s) acknowledge and accept full and joint liability for any breach of this Agreement or ExoClick policies by their associated Publishers or Sub-Publishers.

FIVE.- MISUSE.

5.1. Any form of misuse, i.e., procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.

5.2. In particular, Sellers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links, and/or other technical aids provided to them in the context of the ExoClick Network using one or several of the following methods:

5.2.1. Fraudulently pretending or faking business transactions, for example, by entering third-party data without authorization or by providing false or non-existent data when ordering goods or registering online;

5.2.2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly, or not in the manner and/or size stipulated by the Advertiser; or

5.2.3. Brand-Bidding.

5.3. Any form of misuse will lead to the blocking of the Sellers’ accounts immediately. In this case, Sellers may raise an objection (i.e., via certified letter, fax, and/or e-mail with confirmation of receipt) within a month to provide a statement and evidence that the chosen form of advertising has been conducted under this Agreement. If the Seller cannot refute the breach of this Agreement, ExoClick will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated according to the stipulations of the Termination Clause (Clause 4) of the Common Terms. As a penalty for the breach of this Agreement, the Seller shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Seller.

5.4. Fraudulent Impressions. ExoClick’s ad server will be the official counter for determining the number of Advertising Materials delivered and amounts payable under this Agreement. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely based on reports generated by ExoClick Advertising Network. These prohibited methods include, but are not limited to, framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s Website, automatic redirecting of users, or any other technique of generating automatic or fraudulent (as determined by ExoClick, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page that reloads automatically. Sellers may not require users to click on Advertising Material before entering a website or any area therein, or provide incentives of any nature to encourage or require users to click on Advertising Material. Seller’s click-throughs of any link other than ExoClick’s Advertising Material, or use of any other means of artificially enhancing click results, shall be a material breach of this Agreement, and upon such occurrence, ExoClick may terminate this Agreement without prior notification. Such termination is at the sole discretion of ExoClick and is not in lieu of any other remedy available at law or equity. ExoClick’s ad server will be the official counter for determining the number of Advertising Materials delivered under and the amounts payable under this Agreement.

Seller(s) will indemnify and hold ExoClick harmless from any liabilities, losses, or damages of any nature that are directly or indirectly derived from their infringement of this Agreement.

SIX.- SELLERS PAYMENT.

6.1. Payments. Seller payments can be made weekly or monthly via Wire Transfer, Paxum, and Cryptocurrencies. Payments are generated automatically by the ExoClick platform. In the case of cryptocurrency payments, ExoClick won’t be held accountable if an erroneous wallet address has been provided. To receive a payment, Sellers must reach the minimum payout limit set up in the ExoClick Administration Panel. ExoClick shall pay Seller for Advertising Material delivered by Seller to each of Publisher’s Website(s) approved by ExoClick.

6.2. Invoicing. Sellers expressly instruct ExoClick to generate and issue Sellers’ invoices on its behalf. In that regard, before making any payment to a Seller, ExoClick will automatically generate, through the ExoClick platform, the invoice on behalf of such Seller, which he expressly accepts hereby in advance. Furthermore, Seller expressly acknowledges that ExoClick’s platform will generate the said invoices based on the data provided by said Seller and therefore warrants that such data is accurate, fully, and legally compliant, especially for invoicing and taxation purposes. Any Seller residing in the European Union who has provided an Intra-EU VAT number expressly warrants that such Intra-EU VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to ExoClick. Should a Seller not provide ExoClick with all the required documents proving its correct registration as a freelancer and/or entrepreneur with the relevant tax authorities of its country of tax residency, Seller hereby instructs ExoClick to deduct any VAT and/or withholding tax amount that might be due to the Spanish tax office. Seller expressly accepts to be solely liable for any error, direct or indirect loss, or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties, and, accordingly, Seller will hold ExoClick totally harmless from any of the said errors, direct or indirect loss, or damage. In case there is any claim, administrative proceeding from any authority, dispute, or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Seller, ExoClick is expressly authorized to retain any payments due to the Seller until such incident has been resolved and also obtain direct compensation from those amounts retained in case ExoClick suffers any loss or damage.

6.3. Liability for Seller’s Revenue. Seller understands and agrees that ExoClick acts solely as a third party for the Advertisers; and that ExoClick shall only be liable to Seller for Seller’s Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately available funds to ExoClick. Seller agrees that (i) ExoClick shall have no liability or obligation to Seller for payments due but unpaid from Advertisers; (ii) Seller will only assert any claims directly against the Advertisers; and (iii) Seller shall hold ExoClick harmless and indemnify it from any claims or liability related to such unpaid amounts. ExoClick agrees to make every reasonable effort to bill, collect, and clear payment from the Advertisers on a timely basis. ExoClick reserves the absolute right not to make any payments if the Seller violates any of the terms and conditions set forth herein.

6.4. Other Expenses. ExoClick assumes no responsibility for paying any income taxes, banking commissions, or currency fees on behalf of the Seller. By participating in the ExoClick Network, the Seller assumes complete and sole responsibility for any taxes, banking commissions, or currency fees owed as a consequence thereof.

6.5. ExoClick is entitled to withhold, stop, or cancel any payments due to the Seller, or disclose any information regarding the Seller, should it be required to do so by a court or administrative authority.

SEVEN. – PUBLISHERS REFERRAL PROGRAM.

7.1. ExoClick Referral Program (“Program”) has been created to reward Publishers for each referral they bring, which means that Publishers wanting to bring other Publishers to ExoClick will receive 5% of the revenue generated by each new approved Publisher, as long as they remain active. Publishers can find the Program link in their Administration Panel under “Publishers” – “Referral Program”.

7.2. By participating in the Program, Publishers agree to and are bound by the Program conditions. If Publishers do not wish to agree to and abide by the Program conditions in their entirety, they are not authorized to participate in the Program. ExoClick reserves the right to find ineligible any Publisher in the Program at its sole discretion.

7.3. The Program has the following conditions:

The Publisher may not refer to its accounts.
Ad Networks are not eligible for the Program.
Google Ads campaigns containing or targeting ExoClick brands and products are not allowed.

7.4. ExoClick reserves the right to suspend any account or, if applicable, to disqualify any customers or prospective customers at any time from participation in the Program. ExoClick reserves the right to modify these Program conditions at any time, at its sole discretion, and without notice. ExoClick may also, in its sole discretion, change, cancel, suspend, or modify any aspect of the Program without notice.

EIGHT. – JAVASCRIPT TAG AND STATISTICS.

8.1. ExoClick JavaScript tag. Seller(s) shall place the ExoClick JavaScript tag on all appropriate pages within their website(s). Seller(s) shall not alter, sell, or disclose the ExoClick JavaScript tag in any way without ExoClick’s prior written consent. The ExoClick JavaScript tag for Advertising Material may not be used on a web page other than one located at an approved website and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location that hasn’t been approved by ExoClick.

8.2. Recording of Service Counts. ExoClick has the sole responsibility for the calculation of statistics, including Impressions, click-through rate, revenues, and eCPM. EST Time shall be the time for traffic and tracking purposes. Statistics shall be available to the Publisher online in the ExoClick Administration Panel. Seller understands that ExoClick’s online statistics may not be 100% accurate and that ExoClick may make adjustments to Seller’s online statistics. In the event that coding on the Publisher’s Website(s) generates a substantial number of erroneous impressions due to a technical problem, such as server malfunction, coding alteration, or a mistake in entering code, ExoClick reserves the right to withhold payment on all Impressions and clicks delivered by the Seller.

8.3. Volume of impressions. ExoClick cannot guarantee any volume of traffic. Impressions can differ from one day to another, following the performances of the site targeted.

8.4. Ad Serving Platform. Statistics of impressions and revenues will be provided by ExoClick. Ad Serving Platform shall govern this Agreement.

NINE. – REPRESENTATIONS AND WARRANTIES.

9.1. Sellers represent and warrant to ExoClick that:

All content, products, and services on the Publisher´s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe any copyrights, trademarks, patents, or other proprietary rights;
The Publisher´s Website(s) do not, and will not during the term of this Agreement, contain any material described in the Misuse Clause (Clause 5) of this Term B;
The Publisher´s Website(s) are free of any “worm”, “virus”, “malware”, or other devices that could impair or injure any person or entity;
It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules, and regulations;
It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Seller(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Seller(s) is a party or subject to; and
The Seller(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material via email or any other equivalent electronic communications means. Therefore, the consent of each recipient is to be obtained before sending e-mails or electronic communications; should ExoClick so request, the Seller(s) must provide written evidence that such consent has been granted.

COMMON TERMS

The Common Terms will apply to all Advertisers, Demand-Side Platforms (DSPs), Publishers, and Supply-Side Platforms (SSPs), collectively referred to herein as “Partners”.

ONE.- AD SIZES.

1.1. 300×250 (pixels), 315×300, 338×235, 250×250, 468×60, 728×90, 945×100, 120×600, 160×600, 180×1030, 240×480, 200×150, Pop-unders (full page), full page interstitials, text Ad(s), in-page push notifications, email clicks, in-stream video, native recommendations, and multi-format. More information is available here.

TWO.- PUBLICITY.

2.1. ExoClick is hereby authorized to use the trade names or trademarks of Partners for the purposes of this Agreement without any further written approval from the party owning such name or trademark.

THREE.- COMPLIANCE.

3.1. Partners represent and warrant to ExoClick that:

They comply with all applicable laws and regulations as outlined in this Agreement, including, without limitation, any anti-corruption, anti-money laundering, and anti-terrorist financing laws and/or regulations, as well as any other criminal, administrative, or tax laws.
They are not involved, directly or through third parties, in any activity, practice, or conduct constituting a criminal offense, including offenses relating to corruption, money laundering, and the financing of terrorism, as well as offenses relating to financial crime.
They have not been convicted by final judgment of any criminal offense, and they are not and have not been subject to any investigation by any authority or received any inquiry in connection with actual or suspected illegal transactions.
Are not a ‘Restricted Party, nor its officers and/or employees, that is, a person or entity that is (i) listed or controlled by a listed person or entity or acting on behalf of a person or entity included on a ‘Sanctions List’; (ii) in or under the control of, a national or resident of any jurisdiction subject to any country or territory subject to sanctions.
Sanctions List shall mean any of the lists of designated or sanctioned (or equivalent) persons or entities issued by any authority, as amended from time to time, including, but not limited to: (i) Those by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC); (ii) administered The lists of the Financial Action Task Force (FATF); (iii) The “Restricted Party Lists” of the Council of the European Union; (iv) As well as any other Sanctions List issued by a local authority.

Publishers and SSPs further represent and warrant to ExoClick that:

i. No part of their income and/or compensation related to the ExoClick Referral Program is, has been, or will be directly or indirectly or through third parties, offered, promised, guaranteed, given, delivered, or paid to any person for any unlawful purpose.

ii. No part of their income and/or compensation related to the ExoClick Referral Program is, has been, or will be used directly or indirectly to conduct business or commercial activities with or for the benefit of any sanctioned person or entity, and they further confirm that they do not intend to circumvent or avoid, or attempt to circumvent, any of the prohibitions outlined in any Sanctions List.

Advertisers and DSPs represent and warrant to ExoClick that:

i. The origin of their funds comes from lawful activities that are in no way related to corruption, money laundering, terrorist financing, or any other unlawful activity.

ii. They will not use ExoClick related transactions directly or indirectly to conduct business or commercial activities with or for the benefit of any Restricted Party.

In addition, Partners shall have the following obligations under this Agreement:

i. Maintain effective controls to ensure that improper payments are not made, offered, solicited, or received by third parties on their behalf.

ii. Provide ExoClick, upon request, with evidence of the controls and measures that have been put in place to comply with its commitments under this Agreement.

FOUR.- TERMINATION; CANCELLATION.

4.1. ExoClick may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) with or without cause. ExoClick will make commercially reasonable efforts to notify Partners and Third Parties via e-mail of any such termination or cancellation within a reasonable period.
Advertiser(s) and DPS(s) may cancel any Ad(s) and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.

Publisher(s) and SSP(s) may cancel or terminate this Agreement by removing the ExoClick JavaScript Tag from the Publisher’s Website(s).

4.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice to the right to claim the damages caused to the non-breaching party.

FIVE.– CONFIDENTIALITY.

5.1. Partners agree not to disclose ExoClick Confidential Information without ExoClick’s prior written consent. “Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines, and documentation Partner learns, develops, or obtains that relate to the ExoClick Network; (ii) click-through rates or other statistics provided to the Partner by ExoClick; and (iii) any other information designated in writing by ExoClick as “confidential” or any designation to the same effect. ExoClick Network Confidential Information does not include information that has become publicly known through no breach by the Partner or ExoClick, or information that has been (i) independently developed without access to ExoClick Network Confidential Information, as evidenced in writing; (ii) rightfully received by the Partner from a third party; or (iii) required to be disclosed by law or by a governmental authority.

5.2. Partners acknowledge that ExoClick might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Partner or to disclose the Partner’s identity under certain circumstances, and especially where the Advertising Material or Publisher’s Website(s) contain(s) and/or link(s) to unauthorized copyrighted materials from third parties. ExoClick will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority that ExoClick reasonably deems as being competent to issue such a request.

SIX.- DATA PROTECTION.

6.1. Each party shall include conspicuously on its website(s) a privacy policy that describes how such party collects, uses, stores, and discloses users’ personal data, if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.

6.2. ExoClick has a Privacy Policy on its website, which explains the use we make of personal data that Partners provide to us or that we gather from Partners and the measures we take to protect their privacy. The Privacy Policy also details how the Partner may request that we amend or delete their personal data from our records, as well as how to request that we cease all contact with them. Please read the Privacy Policy carefully, as once you use our services, you will be regarded as having read and accepted its terms.

6.3. Following ExoClick’s Privacy Policy, ExoClick may transfer Partners’ personal data to providers who require access to their personal data to provide the services that ExoClick has hired from them, and with whom ExoClick has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by ExoClick are located in countries that do not have a data protection regulation equivalent to the European (“Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve Partner’s privacy. For further information regarding warranties to Partners’ privacy, they may contact ExoClick at the electronic or postal addresses indicated in the Privacy Policy.

6.4. If ExoClick processes any personal data of end users in EEA (“End Users”) in connection with the provision of its services, the Data Processing Agreement (“DPA”) applies to such processing. In addition, ExoClick services may involve cross-border data exchanges with clients located in countries outside the EEA. In which case, when these countries do not benefit from an adequacy decision under the Article 45 of the GDPR, the parties agree to use a variety of measures to ensure that End Users personal data transferred to these countries receives adequate protection following the General Data Protection Regulation (“GDPR”), such as signing the Standard Contractual Clauses adopted by the European Commission.

6.5. Partners’ privacy policy available to End Users shall disclose that third-party advertisers may place cookies on the browsers of visitors to the Publisher’s Website(s). Under EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Partners must provide End Users with clear and comprehensive information regarding any devices (such as cookies or locally shared objects) in use at their websites for storing information in the User’s terminal equipment or retrieving already stored information from the said terminal equipment.

Partners must also implement an opt-in system that ensures that prior and informed consent is obtained from End Users in the European Union before any such devices are used or installed in the End Users’ terminal equipment. Therefore, Partners must allow End Users to express their choice by a clear positive act, as well as to modify it with the same simplicity.

ExoClick makes the cookies information available to the Partners in its Cookies Policy (Cookies used by the Ad Server), shall the Partner be obliged to disclose detailed information on the Publisher Website(s) regarding the cookies being placed by ExoClick on the browsers of visitors to the Publisher’s Website(s). For instance, a link to ExoClick’s Privacy Policy and Cookies Policy allows End Users to learn more and object to ExoClick’s services.

ExoClick reserves the right to audit the Partner’s consent collection mechanisms to ensure compliance with the applicable data protection regulations. Such audits will involve a review of relevant consent forms and documentation, with proper advance notice, no more than once a year, unless significant compliance concerns arise. Partners agree to provide necessary cooperation and access. Furthermore, Partners must also provide ExoClick, when applicable, with proof of consent upon request so that ExoClick can rely on it at any time.

6.6. Each party warrants to the other that, during the term of this Agreement and the DPA, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy and data protection).

SEVEN.- INDEMNIFICATION. LIMITATION OF LIABILITY.

7.1. Indemnification. Partners agree to indemnify, defend and hold ExoClick and its officers, directors, shareholders, successors, affiliates, employees, agents, and representatives harmless from and against any costs, claims, demands, liabilities, expenses, losses, damages, and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, intellectual property, industrial property and trademark violation as well as all other claims resulting from (i) the participation on the ExoClick Network, (ii) operation of the Publisher’s Website(s) submitted to ExoClick for participation on the ExoClick Network or (iii) otherwise arising from a relationship with ExoClick. Partners also agree to indemnify ExoClick for any legal fees incurred by ExoClick, acting reasonably, in investigating or enforcing its rights under this Agreement.

7.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EXOCLICK BE LIABLE TO THE PARTNER CONCERNING ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT EXOCLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL EXOCLICK’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PUBLISHER OR SSP.

EIGHT.- MODIFICATION.

8.1. ExoClick reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. ExoClick will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks before the Effective Date. Partners who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. ExoClick will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.

8.2. If the Partners object to the new (modified) Terms, ExoClick´s request to modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation in the ExoClick Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.

NINE.- DISPUTE RESOLUTION.

9.1. This Agreement shall be governed by and interpreted under the laws of Spain.

9.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts that might have jurisdiction over the subject matter and agree to submit to the sole competence and jurisdiction of the Courts of the City of Barcelona.

TEN.- GENERAL PROVISIONS.

10.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.

10.2. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Spain or a Spanish court, such provisions shall be deemed severable from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or the judgment of the court.

10.3. Survival. Clauses 4, 5, 6, and 9 of the Common Terms and Clause 6 of Term A shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

10.4. Assignment. ExoClick is hereby authorized to assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, provided that the assignee shall assume all rights and obligations under this Agreement.
Partners shall not assign, sublicense, delegate, or otherwise transfer any of its rights or obligations. However, Partners may, without the consent of ExoClick, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
If the Partners changes its name, tax ID/VAT, or any other fiscal identifier in its account, re-registration on the platform will not be required. However, a new acceptance of the Agreement, including the Privacy Policy, will be necessary. This does not affect the continuation of the original entity’s obligations, as set out in Clause 10.3 (Survival). For minor changes (e.g., contact details or payment information), re-acceptance will not be required unless ExoClick specifically requests it due to operational, legal, or fiscal reasons, which will be assessed on a case-by-case basis.

10.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by an internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by them in writing.
Either party may change its address by providing the other party with written notice of the change following this section.

10.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture, or formal business entity of any kind.

10.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

10.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, concerning the subject matter of this Agreement. The information and documents provided by Partners to ExoClick, as requested by the latest, in order to enter the Agreement, shall also be considered as part of this Agreement. This Agreement may not be amended without the written consent of the parties.

10.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

10.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared, and its provisions will not be construed more strictly against either party because of its participation in such preparation.

10.11. Counterparts. This Agreement may be executed in counterparts or online, which, taken together, shall form one legal instrument.

10.12. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or because of this Agreement.