TERMS OF SERVICE

Last updated: [5/11/2017]

Preamble

These Terms of Service (this “Agreement”) contain the terms and conditions for your receipt from us of marketing materials for your independent marketing of third party online products (the “Service”) and is a binding agreement between Targaryen Marketing Ltd., a company incorporated under the laws of St. Vincent and the Grenadines, with address at The Financial Center, Stoney Ground, Kingstown, St. Vincent and the Grenadines (“we”, "us", "Company") and “you” or “Publisher” (either an individual utilizing the Service in your individual capacity or the entity you represent, if utilizing the Service on behalf of a company or other entity). Please see Section 1 for definitions of certain capitalized terms used in this Agreement.

If you are an individual entering into this Agreement on behalf of a company or other entity, you represent that you are a duly authorized employee or agent of such company or other entity with the authority to enter into this Agreement on behalf of such company or entity.  If you are an individual entering into this Agreement on your own behalf, you represent that you are 18 years of age or older and have the legal capacity to enter into and be bound by this Agreement.

BY REGISTERING FOR THE SERVICE OR ACCESSING OR UTILIZING ANY PART OF THE SERVICE OR SERVICE ASSETS (AS DEFINED BELOW) IN ANY MANNER, YOU REPRESENT AND AFFIRM THAT YOU HAVE READ AND UNDERSTAND, ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.  IF YOU DO NOT ACCEPT AND AGREE WITH THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE ANY PART OF THE SERVICE OR THE SERVICE ASSETS.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we and you hereby agree as follows:

1. Definitions

As used in this Agreement:

• “Advertisements” means an advertisement for the promotion of third party Operators’ products, made available to you through the Service, including the content (g. text, graphics, audio and video) and information included in such advertisement.
• “Documentation” means the instructions, requirements, guidelines and other documentation for the Service made available via the Wolf Website or otherwise provided by us (as such instructions, requirements, guidelines and documentation may be modified and updated by us from time to time).
• “Feedback” means any ideas, suggestions or other feedback you may provide to the Company or its affiliates regarding improvements to or additional features or functionality for the Service or any of the Service Assets, including, suggestions and feedback you post to the Wolf Website or other forums or properties owned or maintained by the Company or its affiliates.
• “Lead” shall mean any new User without a prior or existing user account with any of the Sites who: (i) accesses one of the Sites directly through an Advertisement, (ii) registers via the applicable Site, (iii) completes the registration process and (iv) makes a deposit to its account via the Site.
• “Inventory” means those Advertisements purchased by you and made available on your Sites.
• “Guidelines” mean the guidelines and policies accessible at the Wolf Site, as may be updated from time to time.
• “Operators” mean third parties which own or operate the products or sites to be promoted by the Advertisements and with whom you may engage with regard to driving traffic to their products or sites.
• “Service Assets” mean the Advertisements, Documentation, Service APIs and any other materials or content provided to you via the Service.
• “Service APIs” mean the APIs made available by us to you for use in connection with the Service.
• “Service Data” mean any information or data that we collect through the Service Assets in connection with any Advertisement or otherwise in connection with the Service, including User device information, user identifiers, information about Advertisements served, viewed or clicked or other User interactions with Advertisements, the Service and/or Operators' products etc.
• “Sites” means the websites, landing pages, mini sites or mobile applications you own, operate or control, which utilize the Service for purposes of this Agreement.
• “User” means an end-user who views, uses or otherwise engages with your Sites.
• “Wolf Website” means the webpages, subpages, content and information related to the Service accessible at mrwolf.solutions.

2. Use of the Service
   • In order to use the Service, you must create an account for the Service (an “Account”) and provide certain registration and other information as directed by us. Access to your Account is provided solely to you and you are strictly prohibited from providing access to your Account to any entity or person, other than your employees and contractors who are authorized by you to utilize the Account on your behalf.  You are responsible for maintaining the confidentiality and security of all passwords and other credentials issued to or created by you in connection with your Account.  You are also solely responsible for any and all activities that occur on, through or under any such credentials or otherwise in connection with your Account.  You also agree to immediately notify us of any unauthorized use of any such credentials or of your Account.
   • You acknowledge that a condition of using the Service is that you comply with all integration, configuration, technical and other guidelines and requirements set out in the Documentation.
   • For the avoidance of doubt, you shall be solely liable and responsible for: (i) your use of the Services and Advertisements, including your marketing activities and any campaign served by you in connection with the Advertisements; (ii) directly contracting with third party Operators in order to duly execute your marketing activities including your selling of your Inventory for the benefit of promoting the products associated with the applicable Advertisement, and as well as your contracting with any third party Operator for promoting its products which are associated with and linked from an Advertisement, and procuring an appropriate licenses from such Operator to use its trademarks and other intellectual property rights which may be used by you; (iii) the promotion, marketing and reporting of such Inventory and activities to Operators; and (iv) the display of the Advertisements on your Sites. Any of the foregoing shall be performed by you at your own risk and we shall bear no responsibility in regards to any of the foregoing.
   • For clarity, you acknowledge and agree, that as between you and the Company, you have the sole authority and discretion to: (i) identify, select and manage relationships with Operators; and (ii) determine the prices and terms under which Inventory is sold.
3. Licenses
   • Subject to the terms and conditions of the Agreement, the Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sub licensable license during the Term to access and use the Service APIs and to display the Advertisements to Users in the Sites for the purpose of promoting the applicable third party products intended to be promoted by the applicable Advertisement.
   • You acknowledge and agree that: (i) you may only use the Service and the Service Assets as expressly permitted herein and in accordance with all terms hereof; and (ii) all licenses granted to you in this Agreement are conditional on your compliance with all terms and conditions hereof and will immediately and automatically terminate if you fail to comply with any term or condition.
   • You grant us a perpetual and irrevocable right to: (i) use Service Data (a) to provide the Service, (b) for our internal business purposes, and (c) to provide, operate or improve products and services provided by us or any of our affiliates; (ii) use and disclose Service Data for purposes of attribution, tracking and reporting related to Advertisements; (iii) use and disclose Service Data as may be required by law or legal process; and (iv) use and disclose Service Data for any purpose when it is aggregated.
4. Certain Publisher Obligations and Restrictions
   • You may not modify, edit, alter, obscure or truncate the content, text, appearance or order of any Advertisements made available to you via the Service.
   • You may not, and will not authorize or otherwise permit any third party to: (i) access or use any part of the Service, the Service Assets or Service Content (defined below) for any purpose except for use in connection with your Sites and in accordance with this Agreement; (ii) market, sell, lease, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any of the Service or Service Assets or any component thereof; (iii) decompile, reverse engineer, disassemble or created derivative works of any of the Service Asset; (iv) use the Service or any component thereof for the benefit of any third party; (v) store, copy, modify, distribute, or resell any of the Advertisements or any other Service Assets unless strictly required for your serving of campaigns; (vi) use any automated tool (g., robots, spiders) to access or use any part of the Service (including, the Wolf Website); (vii) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Service or the Service Assets; (viii) take any other actions that may interfere with, disrupt or interact in an unauthorized manner with any part of the Service or the Wolf Website; and (ix) create or attempt to create a substitute of similar service to the Service through the use of or access to any part of the Service.
5. Payments; Payment Terms; Taxes
   • You will pay us a fee based on the total number of Leads referred by you to the Sites during each calendar month throughout the Term, all in accordance with the following table (collectively, the "Fee"):

Number of Leads added during each month across all Sites	Fee (in USD)	Comments
0 – 100	150 per Lead
101 - 200	100 per Lead	On the increment
201 and over	50 per Lead	On the increment

 

• Each calendar month we shall provide you with a written report detailing the amount of Leads and Fee accrued during the previous calendar month (the “Fee Report”) accompanied with an invoice in the amount of the Fee stated in the Fee Report. The Fee shall be paid by you to us each calendar month within thirty (30) days from the date of invoice.
• Fee calculations will be based solely on our measurements, which will be the sole and definitive tool and shall not be open to review or appeal. The Fee payment scheme and calculation, including but not limited to the Fee per Lead and the applicable tiers as currently set out in the table above, may be varied by us from time to time in our sole discretion.
• Our Fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).

6. Ownership

As between the parties, the Company owns all right, title and interest (including, all intellectual property rights) in and to the Service and Service Assets.

7. Reservation of Rights

You acknowledge and agree that: (i) other than as expressly provided in this Agreement, we grant you no right, title or interest in or to the Service or any of the Service Assets; and (ii) we reserve the right to restrict, suspend or terminate your access to the Service at any time, for any reason, with or without prior notice, and without liability.

8. Feedback

You are not required to provide Feedback to us, but in the event you do so, we will own the Feedback. You irrevocably assign to us all right, title and interest (including all intellectual property and proprietary rights) in and to any Feedback, which we, our affiliates and licensees may exploit without restriction or obligation.

9. Confidentiality
   • You agree not to disclose us Confidential Information (defined below) without our prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of Company Confidential Information as you use with respect to your own confidential information of like importance (but in no event less than a reasonable degree of care). “Company Confidential Information” includes any and all information that is disclosed by us that is marked or verbally designated as “confidential” or the like or that given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. Company Confidential Information does not include information that you are able to show, through clear and convincing evidence: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the you without use of or reference to Company Confidential Information and without any violation of any obligation of this Agreement; or (d) you rightfully obtain from a third party lawfully in possession of such information without restriction on use or disclosure.
   • You acknowledge that to the extent you choose to use or access certain features and open an account via our Wolf Website, you may be required to share with us certain identifiable details which may be considered as personally identifiable information (g. email address, names, etc.) and which may be used by us for different purposes, such as: operating your account; verifying your identity; operating our Wolf Website; contacting with you, etc. At all times your personal data will be treated by us in accordance with our Privacy Policy.
10. Representations and Warranties

You hereby represent and warrant that: (i) you are the owner or legally authorized to act on behalf of the owner of each Site; (ii) you have and will maintain all necessary rights, power, licenses and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit us to perform our obligations as contemplated in this Agreement; (iii) each Site is in compliance with this Agreement (including, the Guidelines) and does not infringe the intellectual property rights, privacy rights or other rights of any person or entity; (iv) you, your use of the Services and Service Assets, and each Site, will comply with all applicable laws, rules and regulations (including all relevant data protection and privacy laws); (v) this Agreement constitutes a valid and binding agreement enforceable against you; (vi) you will obtain and comply with any and all applicable consents, authorizations and clearances from Users to allow us to collect, store and use Service Data as contemplated herein; and (vii) the Service Data is data which you have the right to transfer to us under your privacy policy and applicable laws, rules and regulation and we shall be free to use the Service Data as contemplated herein.

11. Indemnification
    • You will indemnify, defend and hold harmless the Company and its affiliates, and their respective officers, directors, employees, agents and contractors (each a “Company Indemnified Party”), on demand, from and against any third party claims, allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: (i) your breach of any part of this Agreement, including any representations or warranties made by you hereunder; (ii) claims that the Sites infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy, rights of publicity or other rights; (iii) violation or failure by you to comply with any laws or regulations in connection with the Sites, use of the Service or otherwise, including your use of the Service to market or promote any Operator’s products that are not properly licensed, are incompliant with the terms of their license or otherwise violate any laws or regulations applicable to them in any jurisdiction.
    • You reserve the right, at your expense, to provide us with prompt written notice of its intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Company Indemnified Party (absent which Company will control such defense at your cost), and Company agrees to reasonably cooperate with your defense of such claims at your expense. You may not enter into any settlement for which indemnity is sought unless: (i) such settlement includes an unconditional release of any affected Company Indemnified Party from all liability on all claims; and (ii) Company gives its prior written approval, which will not be unreasonably withheld.
12. Governing Law; Jurisdiction; Dispute Resolution

This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of St. Vincent and the Grenadines without regard to conflict of law principles or any other similar principles. The courts located in St. Vincent and the Grenadines will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.

13. Term and Termination
    • The term of this Agreement (the “Term”) begins upon the earliest to occur of your accepting this Agreement, registering for the Service or accessing or utilizing any part of the Service or Service Assets in any manner and ends when terminated as provided herein. You may terminate this Agreement, with or without cause, at any time by sending written (via email) notice as set forth in Section 16 below; provided that such termination will become effective upon the earlier of fifteen (15) business days after the Company’s receipt of such notice or the date upon which, after receiving such notice, the Company suspends your ability to access or use the Service or terminates your Account.  The Company may terminate this Agreement and your Service Account, with or without cause, in its sole discretion, at any time.
    • Upon termination of this Agreement, (a) any licenses granted to you in this Agreement will automatically terminate, (b) you must immediately cease all use of any of the Service, as well as any Service Assets and (c) you must immediately return all Service Assets to the Company without retaining any copy thereof.
    • Any Section herein which by the nature of its language is intended to survive the termination or expiration of this Agreement shall survive such termination or expiration of this Agreement.
14. Disclaimers
    • TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICE OR ANY OF THE SERVICE ASSETS.
    • WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICE, THE SERVICE ASSETS AND ANY ADVERTISEMENTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE.
    • THE COMPANY DOES NOT MAKE (AND HAS NOT MADE) ANY REPRESENTATION OR WARRANTY THAT THE SERVICE OR ANY PART OF THE SERVICE ASSETS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE OPERATION OF THE SERVICE OR ANY PART OF THE SERVICE ASSETS WILL PERFORM UNINTERRUPTED.
    • THE COMPANY DOES NOT WARRANT OR GUARANTEE THE RESULTS OF USE OF THE SERVICE AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), OR THAT ANY PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE SERVICE.
    • You acknowledge and agree that the products promoted via the Advertisements are provided by third parties and the Company is not responsible for such products nor for the accuracy or legality thereof, the need for any licensure for such products or their compliance with any such license or other regulatory requirements, nor is the Company responsible for or any associated website, application, content, information, product or service.
15. Limitation of Liability
    • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS (COLLECTIVELY, THE “COMPANY PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY OF THE SERVICE ASSETS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
    • THE COMPANY'S AGGREGATE LIABILITY IN RESPECT OF ALL LOSSES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY OF THE SERVICE ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM.
    • You acknowledge and agree that any claim arising out of or relating to this Agreement or the use of the Service or Service Assets must be raised within twelve (12) months from the date of accrual thereof, or such claim will be forever waived.
16. Notices

Notices to you will be sent by email to the address you provide the Company for your Account. Notices to the Company will be sent by email to admin@mrwolf.solutions; provided, however, that any notice concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) will be made in writing and delivered by hand delivery, or by internationally recognized overnight courier service, or by prepaid, certified mail return receipt requested to: The Financial Center, Stoney Ground, Kingstown, St. Vincent and the Grenadines POB 1823 VC0100. Notices will be effective upon receipt; provided that notices sent by email will be effective as of the email date absent receipt by the sender of a bounce-back or error message, and provided further that Legal Notices will be effective only if made and delivered in the manner expressly set forth above.

17. Miscellaneous
    • This Agreement sets forth the entire agreement between the Company and you related to the subject matter hereof and supersede any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein.
    • This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned without our prior written consent, and any attempt to do so in breach of the foregoing will be null and void.
    • This Agreement will inure to the benefit of and be binding upon each party’s respective successors and assigns.
    • The Company and you are independent contractors, and neither we nor you are an agent, representative or partner of the other.
    • The Company may amend or update this Agreement at any time in its sole discretion by posting any such amended or updated Terms of Service to the Wolf Website or otherwise notifying you, including by email.
    • Your continued use of the Service or any of the Service Assets following such posting or notice of amended and/or updated Terms of Service will constitute your acceptance of the amended and/or updated Terms of Service.
    • The Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Service or any of the Service Assets, or any features or portions thereof, without prior notice; We will not be liable to you or to any third party in connection with any such modification, suspension, or discontinuance.
    • The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
    • If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect.
    • Neither party will be responsible for failure to perform hereunder due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance will resume as soon as commercially practicable after the cause no longer prevents performance.
    • The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
    • The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation.