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Middle East:



Advertisers:


1) PARTIES: Pursuant to this Agreement, alClick advertising network. ("alClick") of alClick and Customer ("Customer") shall agree to the following terms and conditions for the purchase of online advertising inventory ("Inventory") from alClick Network ("Network") Publishers ("Publishers") and delivery of Customer's advertising materials and linked URLs ("Creative") to consumer web browsers via said Inventory. This includes the serving, tracking and reporting of each purchase ("Campaign"). Campaign details are as stated in the Campaign Insertion Order ("IO"). In the event of a difference between the terms of the Customer Agreement and the IO, the IO shall take precedence.

2) REPRESENTATION: Customer represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Creative; (2) the Creative is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Creative does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Creative does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Customer is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply to display of the Creative on Sites; and (6) the Creative does not and will not infringe any copyright, trademark, patent or other proprietary right. Customer grants alClick and the Publisher the right and license to use, reproduce, transmit, and distribute the Creative.

alClick and Publisher jointly represents and warrant that: (1) Publisher is the owner or is licensed to use the entire contents and subject matter contained in the Inventory; (2) the Inventory does not violate any law or regulation; (3) the Inventory does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (4) Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (5) the Inventory does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants alClick and Customer the right and license to transmit the Creative to the Inventory.

3) TRAFFICKING: Trafficking of Campaigns on the Network requires 0-5 business days after Customer has purchased the Campaign and supplied the Creative. All Campaigns placed on the Network are subject to Network capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, creative performance, and market pricing limitations, as well as targeting limitations including user geography coverage and accuracy. If the IO indicates Automatic Campaign Extension, Customer hereby grants alClick the right to extend the end date of the Campaign, in alClick's discretion, to complete delivery of the contracted Campaign budget.

4) PUBLIC RELEASE: Neither Customer nor alClick shall release any information regarding Customer's relationship with alClick, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of both Customer and alClick.

5) QUALITY CONTROL: alClick reserves the right to refuse service to any new or existing Customer, in its sole discretion, with or without cause. alClick reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Customer and regardless of whether such Creative was previously accepted or published. alClick does not accept Creative from Customers that produce or provide adult content. Creative (ad content AND linked URLs) shall not include nudity, partial nudity or adult language. alClick does not accept Customers that engage in, promote or facilitate illegal activities. alClick may in its sole discretion refuse or restrict use of any Creative that it deems appropriate or requires special handling. This Agreement is cancelable by alClick immediately if Customer fails to disclose, conceals or misrepresents itself in any way.

6) CAMPAIGN DATA: alClick is the sole owner of all Inventory, Campaign, and aggregate web user data collected by alClick. Customer is granted unrestricted rights to all data available online in Customer's account.

7) CAMPAIGN ACCOUNTING: Campaigns purchased on the alClick Network are served, tracked and reported by alClick. Unless otherwise stated in the IO, alClick shall be the governing counting authority, and all prepaid and billed amounts due shall be per alClick.

8) INDEMNIFICATION: alClick and Customer hereby agree to indemnify, defend and hold harmless each other and each other's officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the use of Network; (b) or arising out of any material breach by alClick, or Customer of any duty, representation or warranty under any agreement between alClick and Customer.

9) DAMAGES: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

10) WARRANTY DISCLAIMER: alClick and Publishers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by alClick, services provided thereunder, or any output or results thereof. alClick and Publishers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

11) LIMITATION OF LIABILITY: Neither alClick nor Publishers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Creative due to systems failures or other technological failures of alClick or of the Internet; (b) delays in delivery and/or non-delivery of a Campaign, including, without limitation, difficulties with a Publisher or website, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative provided by Customer. The total liability of alClick and Publishers arising out of this campaign or the services provided thereunder, whether based in contract, tort or otherwise, shall not exceed (1) the amount paid to alClick for Campaigns run on Customer's behalf or (2) $10,000, whichever is less.

12) GENERAL: This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither alClick nor Customer shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement.

13) ASSIGNMENT: Customer may not assign this agreement, in whole or in part, without written consent from alClick. Any reasonable request to assign this agreement in the event of a significant change in ownership of Customer, or such similar event, will be granted Any attempt to assign this Agreement without such consent will be null and void.

14) AD DELIVERY: AlClick uses geo-targeting to serve advertisements to visitors of your site. Geo-targeting allows advertisements to be delivered to specific visitors based upon their region which is calculated from their IP address. Consequently advertisements that are served to a visitor from USA may be different than those that appear for a visitor from Saudi Arabia. You may not engage in any activity to mask or hide your original IP address location.

15) GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the United Arab Emirates.

16) ABILITY TO ENTER INTO AGREEMENT: Customer warrants that Customer (or Authorized Representative of Customer) is at least 18 years of age, has the appropriate authority to enter into this agreement, and that there is no legal reason that Customer cannot enter into a binding contract.





Publishers:


Account Transferability

alClick accounts are not transferable, assignable or resalable in connection with the sale of your site or otherwise. For example, when a site changes ownership or management, the prior owner or manager must cancel the alClick account for the site, and the new owner or manager may sign up for a new alClick account in his or her own name.

Ad Placement

One ad unit may be displayed on each Web site page.

Copyrighted Material

In order to avoid associations with copyright claims, website publishers may not display alClick ads on web pages with MP3, Video, News Groups, and Image Results.

Dialers

Your site must not require or prompt an end user to download a dialer in order to view content of the site.

Incentives

Web pages may not include incentives of any kind for users to click on ads. This includes encouraging users to click on the ads or to visit the advertisers' sites as well as drawing any undue attention to the ads. This activity is strictly prohibited in order to avoid potential inflation of advertiser costs. For example, your site cannot contain phrases such as "click here," "support us," "visit these links," or other similar language that could apply to any ad, regardless of content.

Prohibited Clicks

Any method that artificially generates clicks is strictly prohibited. These prohibited methods include but are not limited to: repeated manual clicks, incentives to click, using robots, automated clicking tools, or other deceptive software. Please note that clicking on your own ads for any reason is prohibited, to avoid potential inflation of advertiser costs.

Site Content

alClick does not accept websites that:

1. Produce, provide or link to:
   • any content that would be considered unIslamic
   • gambling or casino-related content
   • tobacco, beer or alcohol products or content
   • sexual content
   • profane content
   • illegal drugs or related content
   • hate speech or hate graphics or anti-religious content

2. Engage in, promote or facilitate illegal or legally questionable activities such as pirating, hacking, spamming and infecting

3. Are hosted by a free service, are personal home pages, provide free URL redirection, or do not own the domain they are under

4. Are under construction

5. Sponsor "incentivized clicks," are " pay-to-surf" programs, or use resident desktop objects such as bars and window frames

6. alClick ads are in English and Arabic, websites must contain English or Arabic language content.

7. alClick requires above-the-fold placement (banner must appear within 500 pixels from the top of the browser window)

Site Responsiveness

Sites must respond adequately to support requests and enquiries of their users.

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