This Agreement ("Agreement") is made between Adzio (hereinafter referred to as "Company/We/Us/Our") and the Publisher (hereinafter referred to as "Publisher/You/Yours").

Adzio, as a Direct Advertiser, owns and operates brands/products and works with Publishers who provide space for advertisements on their Ad Spaces. By participating in this partnership, the Publisher agrees to abide by these Terms.

Please read these Terms carefully before using our services. By accessing or using our services, you agree that you have read, understood, and agree to be bound by these Terms, and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user. These Terms apply to all customers, visitors, and users.

1. General Provisions

1.1. To participate in our partnership programs, the Publisher must submit a registration form on our designated registration page.

1.2. Registration is available to individuals who are at least 18 years of age.

1.3. Upon meeting these terms, the Publisher will receive a confirmation email to the address provided during registration. The Publisher must complete the registration process to begin working with us.

1.4. Company reserves the right to deny participation to any Publisher at its sole discretion.

1.5. Once the registration process is complete and the account is activated, the Publisher may use our services. The Publisher may update their registration details in their account, except for their login.

1.6. These Terms shall prevail over any terms provided by the Publisher

2. Participation in Partner Programs

2.1. All Ad Spaces that comply with applicable laws, this Agreement, and our Privacy Policy, and that have been approved by our moderators, are eligible to participate in our partner programs.

2.2. Publishers incorporate our Advertisers' Ad Media into their Advertising Space. When a user arrives at the Advertiser's website through an Ad Creative placed on the Publisher's Ad Space and completes a transaction that results in payment, the Publisher's advertisement is considered successful, and the Publisher is eligible to receive a pre-agreed reward. A "Deal" refers to an action that entitles the Publisher to receive the reward, such as purchasing goods, ordering services, registering, or subscribing to newsletters. The specific type of Deal and corresponding reward will be defined in the description of each program.

2.3. By applying to a partner program, Publishers accept any additional conditions for participation displayed in the context of each program. These conditions become an integral part of this Agreement.

2.4. Advertising spaces will be immediately excluded if they engage in prohibited activities such as forced clicks, forced sending of paid text messages, or similar methods. Spaces in development or that buy traffic through certain advertising systems are also prohibited. We reserve the right to request data on the source of traffic and may demand access to advertising space statistics. If requested, the Publisher must submit the required data within fourteen (14) days.

2.5. Only the Advertiser can decide to admit the Publisher to the partnership program. The Publisher has no legal basis to obtain such admission if the Advertiser decides otherwise.

2.6. We may request documents and data from the Publisher to verify the validity of the information provided. By accepting these Terms, the Publisher agrees to provide the requested data. Refusal to provide such data will result in the Publisher being denied participation in our partner programs. We reserve the right to cease advertisement broadcasting on the Publisher's site and/or take additional measures to protect our Advertisers' interests.

3. Publisher Obligations

3.1. The Publisher acknowledges and agrees that strict compliance with the Publisher's obligations under this Agreement and with our directions is a necessary precondition to receiving commissions.

3.2. The Publisher is responsible for the security of their login and password for access to our services and must not allow third parties to use their credentials.

3.3. When using Ad Creatives, the Publisher must not infringe upon the rights of third-party trademark or brand owners, personal rights, or any other rights without proper permission.

The Publisher is also prohibited from sending spam emails containing promotional materials and must obtain consent from each recipient, providing evidence upon request.

3.4. The Publisher agrees not to engage in any activities that could disrupt our services, including but not limited to hacking attempts, the use of malicious software, or denial-of-service (DoS) attacks.

3.5. Publishers are allowed only one account, either as an individual or legal entity. Individuals performing duties for a legal entity that has an account cannot create a personal account to perform similar duties.

3.6. The Publisher must thoroughly review and adhere to the terms of each program during the entire period of Ad Creative placement. Failure to do so may result in suspension or termination of access to the program, and the Publisher may be liable for any losses incurred by the Company or Advertiser.

3.7. The Publisher's website content must be appropriate, legal, and must not contain anything that infringes on intellectual property rights, promotes illegal activities, or is otherwise prohibited by law.

3.8. The Publisher is responsible for ensuring that all advertising materials used during campaigns are appropriate and approved by the Advertiser before publication.

4. Commission

4.1. The Publisher will receive a reward from the Company, which directly depends on the success of their advertising campaigns.

4.2. The amount and type of commissions depend on the specific program and may be modified or terminated by the Advertiser. By applying to a program, the Publisher agrees to the applicable rates.

4.3. We may change the commission plan or eligible services at our discretion.

4.4. The Publisher is not entitled to compensation for costs related to third-party services or software that are not provided by us, even if these costs relate to their advertising activities within our programs.

4.5. Commissions are contingent upon successful business transactions, tracking by the Company, and approval by the Advertiser. We provide remuneration only for duly submitted requests by the payment deadline.

4.6. Payments are made exclusively via wire transfer, with a minimum withdrawal threshold of $2,000. The Publisher may request payment once this threshold is reached. Additionally, there is a daily cap limit of 20 withdrawals.

4.7. No interest is awarded on the accumulated remuneration in the Publisher's account.

4.8. The Publisher must immediately repay any amounts paid in error or not in accordance with their rights under this Agreement.

5. Misuse

5.1. Prohibited Activities
Any form of misuse or fraudulent activity is strictly prohibited. This includes, but is not limited to:

• ● Procuring business transactions through deceptive or unfair means.
• ● Using methods that generate artificial or fraudulent traffic, including but not limited to bots, automated scripts, or other deceptive technologies
• ● Manipulating or faking business transactions, including entering false or non-existent data or using unauthorized third-party data.

5.2. Detection and Monitoring
We actively monitor traffic quality and behavior to detect and prevent fraud. This includes:

• ● Real-time monitoring of traffic patterns, click-through rates, and conversion ratios.
• ● Analysis of user behavior to identify irregularities or patterns indicative of fraud.
• ● Third-party verification services to ensure traffic authenticity.

5.3. Consequences of Fraudulent Activity
If fraudulent activity is detected or suspected, the following actions may be taken:

• ● Immediate suspension of the Publisher's account pending investigation
• ● Withholding of payments for any traffic or transactions deemed fraudulent until the investigation is complete
• ● Termination of the Publisher's account if fraudulent activity is confirmed, with no obligation to provide prior notice.
• ● Forfeiture of earnings generated from fraudulent traffic. The Publisher will not be entitled to any compensation for these earnings.
• ● Legal Action: In severe cases, we reserve the right to pursue legal action to recover damages caused by fraudulent activities.

5.4. Publisher’s Responsibility
The Publisher agrees to:

• ● Ensure that all traffic is legitimate and complies with the terms of this Agreement.
• ● Monitor their own traffic sources and promptly report any suspicious activity.
• ● Cooperate fully with any investigations conducted by Adzio, providing any requested information or documentation.

5.5. Appeal Process
If the Publisher believes their account has been wrongly suspended due to suspected fraud, they may appeal the decision by:

• ● Contacting our support team within 7 days of the suspension notice.
• ● Providing evidence to prove that the traffic in question was legitimate.
• ● Participating in a thorough review of their account, including any traffic sources and practices.

5.6. Final Decision
The final decision regarding the status of the Publisher's account and any associated payments rests solely with Adzio. This decision will be based on the outcome of the investigation and is not subject to further appeal.

6. Limitation of Liability

6.1. Company Liability
The Company will not be held liable for any damages or losses arising from fraudulent activities conducted by the Publisher. The Publisher is solely responsible for the authenticity and legitimacy of their traffic.

6.2. Publisher Liability
The Publisher will be held liable for any damages caused by fraudulent traffic or activities. This includes, but is not limited to:

Reimbursement of losses incurred by the Company or Advertisers.
Compensation for legal fees if legal action is taken to recover damages.

7. No Warranty

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Confidentiality

8.1. Each party agrees not to disclose any Confidential Information of the other party to any third party and not to use it for any purpose not permitted under this Agreement.

8.2. Disclosure to professional advisors, auditors, or bankers is allowed only if they agree to keep the information confidential.

8.3. The confidentiality obligations do not apply if disclosure is required by law, the information was already in possession of the receiving party, or if it becomes publicly available through no fault of the receiving party.

9. Termination

9.1. Both parties have the right to terminate this Agreement at any time by notifying the other party via email.

9.2. The Company may terminate or suspend your account without prior notice for any reason, including breach of these Terms.

9.3. Upon termination, your right to use our services will cease immediately.

9.4. Provisions that should survive termination, including ownership, warranty disclaimers, indemnity, and limitations of liability, will continue to apply after termination.

10. Final Provisions

10. Final Provisions
10.1. We reserve the right to change these Terms at any time. Notification of changes may be sent by email two weeks before they take effect.

10.2. Rights and duties under this Agreement may only be transferred with our prior written consent.

10.3. If any provision of this Agreement is found to be invalid, the remaining provisions will remain in effect.

10.4. Publishers must immediately notify us of any legal actions or proceedings that may affect their ability to perform under this Agreement.

10.5. To the maximum extent permitted by law, these Terms, as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the Commonwealth of The Bahamas without regard to conflict of law provisions.