This Master Advertiser Agreement ("MAA" or "Agreement") is effective as of the date that the last Party clicks to accept the Affiliate Insertion Order ("IO") and is made by and between you ("Advertiser") and Smile Internet Technologies PTE LTD, a company incorporated under the laws of Singapore, with tax identification number 201731533D, with its registered office at 51 Goldhill Plaza #07-10/11, Singapore, 308900 ("Tyroo") with respect to the services offered under the applicable IO.

Hereinafter Tyroo and Advertiser shall be collectively referred to as the "Parties" and individually as a "Party".

BACKGROUND

1. I. Tyroo is inter alia engaged in the business of digital advertising and its products including, but not limited to advertisement planning and buying of media space on various platforms, placing of approved advertisements on various digital platforms.
2. II. Tyroo hereby represents that it has entered into a strategic collaboration with Commission Junction LLC ("CJ") vis-à-vis Commission Junction LLC, has appointed Tyroo as an authorised representative to provide to Advertisers with access to the CJ Network and placement of Advertiser's Program in the CJ Account Manager Interface.
3. III. Basis of such representation from Tyroo, Advertiser's has agreed to avail the Services provided by Commission Junction LLC ("CJ"), through Tyroo ("Tyroo|CJ").

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

Capitalized terms not otherwise defined herein (including Attachment 1, attached hereto and incorporated herein) shall have the meaning as reasonably understood by their nature and context in this Agreement.

2. Relationship

Through the CJ Network by means of Tyroo: (a) Tyroo|CJ facilitates Affiliate Marketing Programs for the Advertiser; and (b) Advertiser compensates Publishers and Tyroo|CJ in accordance with this Agreement and Advertiser Program Terms.

3. Services

Advertiser has the option to require Publishers to agree to Special T&Cs prior to joining Advertiser Program. If Advertiser elects to use Special T&Cs, Advertiser shall provide a copy of its proposed Special T&Cs for Tyroo|CJ's review. Tyroo|CJ shall include such Special T&Cs in Advertiser's Program Terms. Advertiser's Program Terms and/or Program description shall not conflict with the terms and conditions contained in this Agreement, the Publisher Service Agreement, and/or any agreement between Advertiser and a third party and/or a Publisher. In the case of such conflict as it may apply to any Tyroo|CJ obligation, this Agreement and/or the relevant Publisher Service Agreement shall control as Tyroo|CJ determines.

4. Program Terms.

Through the CJ Network by means of Tyroo: (a) Tyroo|CJ facilitates Affiliate Marketing Programs for the Advertiser; and (b) Advertiser compensates Publishers and Tyroo|CJ in accordance with this Agreement and Advertiser's Program Terms.

5. Advertiser Actions

Advertiser will not enter into relationships with Publishers or other third parties directly related to this Agreement that do the following: (a) mislead others; (b) operate or utilize a Website , mobile application, email, or other property that contains or promotes any of the following content: (i) obscene; (ii) abusive; (iii) violent; (iv) bigoted; or (v) warez; (c) engage in any of the following: (i) hacking; (ii) indiscriminate advertising; or (iii) improperly sending or participating in the sending of unauthorized e-mail; (d) violate applicable laws, rules, regulations, or guidelines; or (e) engage in illegal activity. Tyroo|CJ is not responsible for the acts or omissions of any Advertiser or Advertisers’ Website(s), e-mails, or promotional channels, or any other Advertiser content made available through the CJ Network.

6. Advertiser Account

Tyroo|CJ may provide Advertiser's Basic Advertiser Account Detail to Publishers and third parties, and Advertiser shall keep such Advertiser Account information accurate. Advertiser is responsible for all usage and activity on Advertiser's Account and for the loss, theft, and/or unauthorized disclosure of its password. Advertiser shall provide Tyroo|CJ with prompt written notice of any known or suspected unauthorized use or breach of the security of Advertiser's Account.

7. Publisher Accounts, Payouts, and Termination

Publishers are required to describe in their Publisher account all promotional methods used to promote Advertisers. Tyroo|CJ shall provide Advertiser with notice in the CJ Account Manager Interface and/or by e-mail of any promotional method modification in a Publisher's account. If Advertiser elects to opt-out of a Publisher's modified promotional method before the 14th day after such notice, Tyroo|CJ will remove such Publisher from Advertiser's Program.

8. Tracking

Advertiser agrees to comply with Tyroo|CJ's Tracking Code integration and maintenance requirements as communicated to Advertiser by Tyroo|CJ from time to time. Upon Tyroo|CJ's prior written authorization, Advertiser may use Scheduled Data Transfer which requires Advertiser to report Transaction Data to Tyroo|CJ daily or such other frequency agreed to by the Parties.

9. Fees and Payment

Advertiser shall pay the Tyroo|CJ Fees for all Transactions, Placements, and other Payouts that are tracked, facilitated, or otherwise managed by Tyroo|CJ, as described in, for services specified in the IO and in this Agreement. Advertiser shall not circumvent payment of Tyroo|CJ Fees by making direct payments to Publishers or facilitating such payments through Tyroo|CJ, except as allowed under this Agreement.

10. Proprietary Rights and Licenses

Advertiser has and hereby grants Tyroo|CJ a non-exclusive, royalty free, worldwide, revocable license to: (a) display and distribute Links from Tyroo|CJ to Advertiser's Website properties, content, and/or mobile application; and (b) use all trademarks, service marks, trade names, and copyrighted material that Advertiser provides to Tyroo|CJ to promote Advertiser's Program.

11. Term

This Agreement shall begin on the Effective Date and shall continue for the Term of the IO.

12. Termination and Suspension

Either Party may terminate this Agreement for breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party of the existence and nature of the breach.

Notwithstanding the foregoing, Tyroo|CJ may terminate this Agreement:

• Immediately with notice, in whole or in part, if Tyroo|CJ no longer provides affiliate services
• With notice if Advertiser"s Live Activation Date does not occur within 12 months following the Agreement Date
• Should Advertiser:
  • Engage in illegal activity of any type
  • Breach an agreement with Tyroo or its Affiliate(s)
  • Be a party to a lawsuit involving Tyroo or its Affiliate(s)
  • Become insolvent
  • Make an assignment for the benefit of creditors
  • Cease to do business as an ongoing concern
  • File a petition or have a petition filed against it under any bankruptcy or insolvency laws

If this Agreement is terminated for Advertiser's breach, Advertiser's will not be eligible to enter into a click-to-accept affiliate agreement with Tyroo|CJ unless Tyroo|CJ otherwise agrees in writing, and any attempt to do so will be null and void.

Notwithstanding the foregoing, Tyroo|CJ may:

• Suspend or terminate Advertiser's Account immediately without notice if Advertiser breaches Sections 5, 6, 9, 14 or 15
• Suspend Advertiser's Account while under investigation, or for any other breach of this Agreement, upon Advertiser's failure to cure such breach within 7 days after receipt of written notice from Tyroo|CJ of the existence and nature of the breach

If Advertiser fails to cure the breach that caused the suspension within 30 days of such notice, Advertiser's Account will be terminated. Once Advertiser's Account has been suspended or terminated, Advertiser will not have access to the CJ Account Manager Interface and will be unable to make Program changes.

13. Effect of Termination and Suspension

Upon termination of this Agreement:

1. Advertiser shall pay Tyroo|CJ any outstanding amounts due for all completed Transactions within 10 days of the final invoice issued by Tyroo|CJ
2. Tyroo|CJ shall pay Advertiser any undisputed outstanding balance after final Payouts have been processed
3. Any license or sub-license granted to or by Advertiser under this Agreement will terminate
4. Advertiser shall cause all Links to be removed

If Advertiser uses a tracking method where Transactions are initiated prior to termination but not completed until after termination, Advertiser shall pay all fees (including Tyroo|CJ Fees and Payouts) due under the Agreement for all completed Transactions (including, but not limited to, any outstanding Transactions not yet validated).

Tyroo|CJ shall invoice for validated Transactions until such time as all outstanding fees are paid. Upon termination or suspension of Advertiser's Account, Tyroo|CJ will:

1. Notify Advertiser's Publishers that Advertiser's Program will be ending, or in the case of suspension, is being suspended
2. Stop distributing Links to Advertiser's properties
3. Request that all Links placed by Publishers to Advertiser's properties, in e-mails, and/or other promotional methods be removed

14. Solicitation of Publishers or Third Parties

Advertiser shall not solicit, encourage, or assist any Publisher, or any third-party relationship introduced by Tyroo|CJ, (each "a Partner") to work with Advertiser outside of the CJ Network for services similar to those offered by Tyroo|CJ.

Evidence of breach of this Section 14 may include, but shall not be limited to, Advertiser's non-Tyroo|CJ tracking link on Partner Websites, naked links, and messaging. Notwithstanding the foregoing, Advertiser may continue to work with Partners with whom Advertiser has a Direct Contractual Relationship or enter into agreements with Partners for services dissimilar to those offered by Tyroo|CJ and such activity shall not be considered a violation of this section.

"Direct Contractual Relationship" shall be defined as a pre-existing contractual relationship between Advertiser and a Partner that is not hosted or supported by an affiliate network or tracking platform and is in place on the Effective Date.

In the event Advertiser breaches this Section 14, Advertiser shall pay Tyroo|CJ an amount equal to what Tyroo|CJ would have otherwise earned had such breach not occurred.

15. Exclusivity

Advertiser agrees that it will not:

1. Enter any agreement for affiliate marketing services and/or for the technology to support affiliate marketing program(s) with a competitor of Tyroo|CJ
2. Use its internal resources to operate or support affiliate marketing program(s) outside of the CJ Network
3. Conduct business with any publisher outside of the CJ Network for services similar to those offered by Tyroo|CJ

Advertiser acknowledges and agrees that any breach of this Section 15 will cause Tyroo|CJ irreparable harm or damage for which there is no remedy at law which would entirely compensate Tyroo|CJ, accordingly, Tyroo|CJ shall be entitled to injunctive relief in addition to all other available rights and remedies at law or in equity.

In the event Advertiser breaches this Section 15, and such breach results in monetary loss to Tyroo|CJ, Advertiser shall pay Tyroo|CJ an amount equal to what Tyroo|CJ would have otherwise earned had such breach not occurred.

16. Tax Status and Obligations

Advertiser agrees to independently assess and comply with all relevant tax requirements, and is responsible for its own sales tax collection and reporting obligations arising from Transactions and performance under this Agreement. All amounts referred to in this Agreement shall be interpreted as amounts being exclusive of value added tax or any similar sales tax.

Any such tax payable in relation to any such amounts shall be paid in addition to those amounts. If Advertiser is required under any Law to withhold or deduct any amount from the payments due to Tyroo|CJ, Advertiser shall increase the sum it pays to Tyroo|CJ by the amount necessary to leave Tyroo|CJ with an amount equal to the sum it would have received if no withholding or deduction had been made.

If Tyroo|CJ provides Advertiser with information regarding a Publisher and/or a Publisher's account, Tyroo|CJ shall provide such information accurately; however, Tyroo|CJ is not responsible to verify the accuracy of information provided by Publishers. Publishers's physical addresses provided to Advertiser are often addresses provided by the relevant Publisher, and such addresses may not necessarily indicate the actual location or presence of such Publisher.

17. Data Protection

This Section 17 applies where, and only to the extent that, Advertiser discloses or otherwise permits Tyroo|CJ to collect Personal Data that originates from the EEA, UK and/or that is otherwise subject to EU/UK Data Protection Law in the course of providing the Services.

17.1 Definitions

In this Section 17, terms such as "Controller", "Data Subject", "Personal Data", "Processing", "Processor", "Special Categories of Personal Data" and "Supervisory Authority" shall have the meanings given in EU/UK Data Protection Law.

17.2 Definitions

"Device Tracking Technologies" means any technology, tool, or code (including but not limited to cookies, pixels, SDKs, APIs, local shared objects, and scripts) embedded within an Ad or within Advertiser' digital property(ies) or server(s) that enables access to or storage of information on a Visitor's device.

"EU/UK Data Protection Law" means:

1. Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR")
2. The EU GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR")
3. The EU e-Privacy Directive (Directive 2002/58/EC)
4. The UK Privacy and Electronic Communications (EC Directive) Regulations 2003
5. Any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii), (iii) or (iv)

"Restricted Transfer" means:

1. Where the EU GDPR applies, a transfer of Personal Data from the European Economic Area ("EEA") to a recipient in a country outside of the EEA which is not subject to an adequacy determination by the European Commission
2. Where the UK GDPR applies, a transfer of Personal Data from the United Kingdom ("UK") to a recipient in a country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018

"Standard Contractual Clauses" means:

1. Where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs")
2. Where the UK GDPR applies, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR ("UK SCCs")

17.3 Data Collection and Processing

Advertiser may disclose or otherwise permits Tyroo|CJ to collect certain Personal Data about Visitors to Advertiser's digital properties and/or about Advertiser's customers and prospective customers (collectively, the "Data"). Tyroo|CJ will Process the Data for the purpose of performing the Services or as otherwise described in the relevant Service Order and or IO (the "Permitted Purposes").

The categories of Data that Tyroo|CJ Processes for the Permitted Purposes, and the nature of Processing activities that Tyroo|CJ performs, are set out in more detail in the relevant Service Order and/or IO. Advertiser shall ensure that no Special Categories of Personal Data are disclosed or made available to Tyroo|CJ nor any Personal Data relating to Data Subjects under the age of 16.

17.4 Controller Relationships

Advertiser acknowledges that it is a Controller of the Data it discloses or otherwise permits Tyroo|CJ to collect, and Tyroo|CJ will also Process the Data as a Controller for the Permitted Purposes. Tyroo|CJ may share the Data back with Advertiser for Advertiser to use solely for purposes compatible with the Permitted Purposes and always in accordance with EU/UK Data Protection Law. Each Party will comply with its responsibilities as a Controller under EU/UK Data Protection Law in respect of its Processing of the Data.

17.5 Data Protection Compliance

Without limiting each Party's obligation to comply with the EU/UK Data Protection Law to which it is subject, the Parties agree that they shall each fulfill the specific data protection compliance responsibilities described below:

Each Party shall:

1. Maintain a prominent and publicly accessible privacy notice on their respective digital properties that satisfies the transparency and other requirements of EU/UK Data Protection Law
2. Ensure such privacy notice discloses the means by which a Data Subject can contact the Party in order to exercise its data protection rights under EU/UK Data Protection Law
3. Identify, and only Process the Data in a manner consistent with, one or more lawful bases under EU/UK Data Protection Law

Advertiser shall implement a mechanism to obtain Visitor consent on any digital properties on which Advertiser will deploy Tyroo|CJ Device Tracking Technologies to collect Data. Such mechanism must:

1. Provide prominent notice to Visitors that the digital property deploys Device Tracking Technologies operated by Tyroo|CJ for the Permitted Purposes
2. Provide Visitors a link to Tyroo|CJ's privacy notice
3. Display to Visitors all necessary disclosures, and obtain all necessary consents, prior to service of the Device Tracking Technologies to the Visitor
4. Offer all necessary opt-out mechanisms

Advertiser shall ensure that, in respect of any Data that it collects and provides to Tyroo|CJ (that is, other than Data collected by Tyroo|CJ using Device Tracking Technologies on Advertiser's digital properties):

1. It collects the Data fairly and lawfully and in compliance with EU/UK Data Protection Law
2. It provides prominent notice to Data Subjects, at the point of Data collection, that their Data shall be Processed by Tyroo|CJ for the Permitted Purposes, and such notice shall include a link to Tyroo|CJ's privacy notice
3. It offers Data Subjects the ability to opt-out of such Processing by Tyroo|CJ
4. It will not disclose or make available to Tyroo|CJ any Data relating to Data Subjects that have opted-out of Processing for the Permitted Purposes

Upon request Tyroo|CJ shall provide Advertiser with such information as Advertiser may reasonably require about Tyroo|CJ's Processing of Data under this ASO (including the use of Device Tracking Technologies) so that Advertiser can ensure that such information is presented to Data Subjects.

17.6 Metrics Data

Tyroo|CJ may also make available to Advertiser certain Personal Data about Visitors to third party digital properties on which Ads are served, including cookie identifiers, information about the Visitor's browser, and/or content that the Visitor engages with (the "Metrics Data") using Device Tracking Technologies. Advertiser will Process the Metrics Data solely for the purpose of measuring Ad performance.

17.7 Data Security

Each Party shall, taking into account the state of the art, the cost of implementation and the nature, scope, context and purpose of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to protect the Data and Metrics Data from and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

17.8 Data Subject Rights

Each Party shall be individually responsible for responding to lawful data protection requests that it receives from Data Subjects in respect of Data and/or Metrics Data that it Processes. To the extent that either Party (the "Receiving Party") receives a request relating to Processing performed by the other Party (the "Other Party"), the Other Party shall provide such information and assistance as is reasonably necessary to the Receiving Party to enable the Receiving Party to respond to such request in accordance with EU/UK Data Protection Law.

17.9 Regulatory Cooperation

In the event that either Party receives any correspondence, enquiry or complaint from a Supervisory Authority ("Correspondence") directly related to the Data and/or Metrics Data Processed under this Agreement it shall promptly inform the other Party giving details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under EU/UK Data Protection Law.

17.10 Restricted Transfers

Neither Party shall engage in a Restricted Transfer in relation to Data or Metrics Data unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU/UK Data Protection Law. To the extent that Advertiser' disclosure of Data to, or permitted collection of Data by, Tyroo|CJ is a Restricted Transfer such Restricted Transfer shall be subject to the Data Transfer Addendum available here: https://www.cj.com/legal/model-clauses.

17.11 Government Requests

If Tyroo|CJ becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Data, then Tyroo|CJ will only make available the Data to the extent Tyroo|CJ is legally required to do so. In no event shall Tyroo|CJ disclose Data in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society.

Tyroo|CJ shall have in place, maintain and comply with a policy governing Personal Data requests from government authorities which at minimum prohibits:

1. Massive, disproportionate or indiscriminate disclosure of Data
2. The disclosure of Data without a subpoena, warrant, writ, decree, summons or other legally binding order that compels disclosure of such

17.12 US Privacy Terms

In addition to the foregoing requirements of this Section 17, both Parties shall be bound by and comply with the United States Statutory Required Provisions ("US Privacy Terms"). The US Privacy Terms are hereby incorporated by reference. The US Privacy Terms may be altered, amended, or supplemented at any time and shall be binding upon the Parties immediately upon such amendment. The US Privacy Terms can be found here: http://www.cj.com/legal/us-dpa.

17.13 Survival

This Section 17 shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement each Party may continue to Process the Data or Metrics Data under its control provided that such Processing complies with the requirements of this Section 17 and Applicable Data Protection Law.

18. Collection and Use of Transaction Data

In performing the Services, Tyroo|CJ and its Affiliates may collect, own or have an interest in and may use as they choose in compliance with all applicable Laws, Visitor demographic data, transactional information, and information and data derived from the technology platform(s) and Services provided by Tyroo|CJ.

Unless otherwise agreed between the Parties in an Order, Advertiser is prohibited from providing Tyroo|CJ with and/or allowing Tyroo|CJ to capture any personally identifiable information of Visitors and/or third parties, including without limitation through an order ID or similar record.

19. Confidentiality

A Party (the "Receiving Party") may receive Confidential Information of the other Party (the "Disclosing Party") and the Receiving Party shall keep such Confidential Information in confidence and protect such Confidential Information, including, but not limited to, by security measures at least as restrictive as those it takes to protect its own Confidential Information, but in no case less than reasonable security measures.

Except as required by law or permitted by this Agreement, the Receiving Party shall not disclose Confidential Information to any third party (other than to its legal and financial advisors, agents, employees, and consultants on a "need to know" basis who are under obligations of confidentiality at least as restrictive as those in this Agreement), without the Disclosing Party's prior express written consent, and the Receiving Party shall not use any Confidential Information for any purpose other than in connection with the performance of its obligations and exercise of its rights under this Agreement.

At the express written request of the Disclosing Party, the Receiving Party shall return or destroy any Confidential Information of the Disclosing Party to the extent possible and except as otherwise needed as evidence or as required to be provided by each Party in an aggregated form to governmental authority(ies). The Parties agree the Confidential Information of the Disclosing Party is and remains the property of the Disclosing Party.

Disclosure or use of Confidential Information by the Receiving Party in violation of the provisions of this Section 19 would cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 19, the other Party, in addition to any other remedies it may have, is entitled to preliminary and permanent injunctive relief without having to post a bond.

The Receiving Party may disclose Confidential Information pursuant to an order of a court of competent jurisdiction, by rule or regulation of an administrative agency to which the Receiving Party is subject, or subpoena, provided that, to the extent permitted by law and feasible, the Receiving Party provides prompt written notice of such court order, requirement, or subpoena to the Disclosing Party to enable the Disclosing Party to seek a protective order, confidential treatment, or to otherwise prevent or restrict such disclosure. The Receiving Party will reasonably cooperate, at the Disclosing Party's expense, to assist the Disclosing Party in seeking such protective order or from otherwise preventing or restricting such disclosure.

20. Intellectual Property

Advertiser has and hereby grants Tyroo|CJ a non-exclusive, royalty free, worldwide, revocable license to:

1. Display and distribute Links from Tyroo|CJ to Advertiser's Website and Website content
2. Use all trademarks, service marks, trade names, and copyrighted material that Advertiser provides to Tyroo|CJ to promote Advertiser's Program

These rights are sub-licensable by Tyroo|CJ to Advertiser's Publishers and such Publishers's sub-Publishers. When a Publisher is terminated from Advertiser's Program, that Publisher's and that Publisher's sub-Publishers's sub-license terminates immediately.

In the event of a third party claim against either Tyroo|CJ's intellectual property or right to offer any good or service, or if, in Tyroo|CJ's opinion, such a claim is likely, Tyroo|CJ shall have the right, in its sole discretion, to:

1. Secure the right to continue using the intellectual property, good, or service
2. Replace or modify the intellectual property, good, or service to make it non-infringing, provided that any such replacement or modification will have similar operating capabilities and functionalities of the allegedly infringing intellectual property, good, or service provided hereunder
3. Terminate the Order immediately, in whole or in part, if it is unable to secure, replace, or modify the intellectual property, good, or service as set forth in subsections (a) and (b) herein

21. Mutual Warranties

Each Party represents and warrants that:

1. It has the full power and authority to enter into this Agreement
2. Its execution of and performance under this Agreement does not and will not breach or cause a default under any other agreement, contract, or joint venture agreement to which it is a party
3. Its performance hereunder will fully comply with all Laws

Any agency executing this Agreement or an Order on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and for all obligations under this Agreement and any Orders.

22. Advertiser's Representations and Warranties

Advertiser represents and warrants that:

1. It holds all necessary rights to permit the use, reproduction, distribution, transmission, or display of all Advertiser Creative and/or Advertiser Marks and any materials to which Visitors can link through from the Ads, or any products or services made available to Visitors through the Ads, and such Advertiser Creative and Advertiser Marks will not:
   1. Violate any applicable Laws and/or give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights, or any other personal, moral, contract, property, or privacy right of any third party (collectively "Unlawful Conduct")
   2. Contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively "Offensive Conduct")
   3. Encourage conduct that would constitute Unlawful Conduct or Offensive Conduct
2. It has a reasonable basis for all claims made within the Ads, the Ads contain all disclosures required by Laws, and it possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns
3. The application and/or landing page for each Campaign (i.e., the Advertiser's website page where a Visitor is directed when the Visitor clicks on the Ad, fills in a registration form, or takes a similar action) contains a prominent link to Advertiser's privacy policy, which policy is easy to understand and which provides, at a minimum, adequate notice, disclosure, and choices to Visitors regarding Advertiser's and its business partners's use, collection, disclosure, and security of the consumer's information and offers the Visitor an opportunity to opt out from such collection and use of the information
4. All Visitor data collected pursuant to this Agreement shall only be used by Advertiser for legal purposes and in compliance with Laws
5. It shall ensure via periodic testing that any applicable opt-out mechanisms on its website or available via mobile app store related to the Services Tyroo|CJ is providing are functioning correctly
6. It will honor the user's opt-out choice (e.g., by not passing a device's IDFA or similar application advertising identifier to Tyroo|CJ if the user has turned on limit ad tracking) whenever Tyroo|CJ has a direct integration with Advertiser's mobile application
7. It will not load any computer program onto a Visitor's computer or mobile device in connection with a Campaign, including without limitation programs commonly referred to as adware or spyware but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy), without Tyroo|CJ's prior written approval and the individual's express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded
8. It shall not use Flash cookies or super cookies, and, with respect to HTML 5 or other mechanisms that allow for the persistent storage and retrieval of information, these mechanisms must operate in accordance with any user-set browser controls (such as those presently available for HTTP cookies)
9. It will not, under any circumstances, attempt to match any data contained in reports, analytics, data feeds, or any other information received from Tyroo|CJ, including without limitation any pseudonymous identifiers, with any directly identifiable information by any means whatsoever, and will contractually prohibit any third party with which it shares any such data from attempting to match any such data with any directly identifiable information by any means whatsoever

23. Disclaimer of Warranties

The services provided by Tyroo|CJ, its use, and the results of such use, are provided on an "as is," "as available" basis. Except as expressly set forth in the Agreement, each party specifically disclaims all warranties of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, and any warranty regarding an economic or other benefit that might be generated as a result of the transactions contemplated hereby.

24. Indemnification

Each Party (the "Indemnitor") shall defend, indemnify and hold the other Party, and that Party's parent and subsidiaries, and their respective employees, officers, directors, and Affiliates (the "Indemnitee") harmless against all third party allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs, and expenses, including, but not limited to, reasonable attorneys's fees, court costs, and witness fees attributable to or related to the Indemnitor's breach of this Agreement ("Claim").

Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnitee shall promptly notify the Indemnitor in writing. Failure to give such prompt notice, however, will not relieve the Indemnitor of its obligations under this Section, except to the extent of losses that would have been avoided had such notice been given.

The Indemnitee will fully cooperate with the Indemnitor to enable the Indemnitor to fulfill its obligations hereunder with respect to any Claim. The Indemnitee, at its own expense, may participate in the defense, provided that the Indemnitor shall control such defense and all negotiations relative to the settlement of any Claim. Participation in the defense shall not waive or reduce any obligations of the Indemnitor to indemnify or hold the Indemnitee harmless.

The Indemnitor may enter into a settlement only if it:

1. Involves only the payment of money damages by the Indemnitor
2. Includes a complete release of the Indemnitee

Any other settlement will be subject to written consent of the Indemnitee (consent not to be unreasonably withheld or delayed).

25. Exclusion and Limitation of Liability

Except for each party's indemnification obligations in Section 24 and confidentiality obligations in Section 19, in no event shall either party have any liability for any special, indirect, incidental, or punitive damages, including, without limitation, damages for lost profits, loss of data, or costs of procurement of substitute goods or services arising in any way out of this agreement under any cause of action, whether or not the other party has been advised of the possibility of such damages.

These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy, and regardless of the theory on which damages are sought, including, without limitation, contract, statute or tort. They shall not apply to the extent that damages cannot be limited under applicable mandatory law.

Except for each party's indemnification obligations in Section 24 and confidentiality obligations in Section 19, each party's maximum aggregate liability will not exceed the total of amounts paid and payable by advertiser to Tyroo|CJ for services during the twelve (12) months before the date when the liability arose.

26. Marketing

Advertiser agrees that Tyroo|CJ may identify it as an Advertiser and use Advertiser's logo in client lists and in other communications and materials. Any other use of either Party's name shall require that Party's prior written consent, which consent shall not be unreasonably withheld or delayed.

27. Severability/Waiver

If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining provisions shall remain in full force and effect. The Parties shall in good faith attempt to modify any invalidated provision to carry out the Parties's stated intentions.

The waiver of any breach of any provision under this Agreement by any Party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

28. Notices

Except as otherwise provided herein, all notices relating to this Agreement shall be sent to:

1. Tyroo|CJ, in writing by overnight mail with a copy by email, to Smile Internet Technologies PTE Limited, Attn: Finance, 51 Goldhill Plaza, #07-10/11, Singapore, 308900, finance@tyroo.com
2. Advertiser, in writing by overnight mail or e-mail at the address or e-mail address in Advertiser's Account

Notices shall be effective the earlier of the notified Party's actual receipt (or refusal to accept receipt, if applicable), or five (5) days after the date of mailing. Subject to clause 24, Advertiser must additionally provide termination notice through the support center in the CJ Account Manager Interface, which notice will be deemed accepted once Tyroo|CJ confirms that Advertiser has completed the required termination process.

29. Survival

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening.

30. Assignment

Neither Party may assign this Agreement to a third party without the other Party's prior express written consent, which consent will not be unreasonably withheld or delayed, except in the case of a sale or other transfer of all or substantially all of a Party's assets or equity, whether by sale of assets or stock or by merger or other reorganization, which shall not require the non-assigning Party's consent provided that such successor entity is not in direct competition with Tyroo|CJ or its Affiliate(s).

Notwithstanding the foregoing, Tyroo may assign this Agreement to an Affiliate or to CJ without the consent of Advertiser.

31. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Singapore and courts at Singapore shall have the exclusive jurisdiction over any disputes arising under this Agreement.

32. Dispute Resolution

The Parties shall be bound to submit all disputes and difference whatsoever arising out of or in connection with this Agreement, to an Arbitration by a Sole Arbitrator, to be appointed in accordance with provisions of the Singapore International Arbitration Centre (SIAC).

The Parties agree that until the arbitration proceedings are complete, they shall not take their dispute to a court of law. The place of Arbitration shall be Singapore. The language to be used in the arbitration proceedings shall be English. The award shall be final and binding on both parties.

To the extent permitted under applicable laws, the parties hereby specifically exclude the right of a third party to enforce the terms of this Agreement and the Agreement does not purport to confer a benefit on a third party.

33. Entire Agreement, Amendment, Counterparts

This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements and understandings between the Parties, whether oral or written, regarding the subject matter hereof.

This Agreement may only be amended or modified by:

1. Advertiser's click through acceptance of online terms offered by Tyroo|CJ
2. Advertiser's continued use of the Services after Tyroo|CJ posts revised terms at tyroocj.com/terms-and-conditions
3. A written instrument that describes the alteration, amendment or modification, signed by an authorized representative of each Party

No interlineations to this Agreement will be binding unless signed by an authorized representative of each Party. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

34. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party agrees that it has had the opportunity to review this Agreement with an attorney and neither Party shall be considered the drafter.

35. Method Of Signature

For purposes of this Agreement, a Party may agree and/or sign by any of the following actions as determined by Tyroo|CJ:

1. Tyroo|CJ posting online terms
2. Advertiser clicking through a Tyroo|CJ click-through or similar agreement
3. By a written instrument signed by an authorized representative of each relevant Party