THIS SERVICES AGREEMENT

concluded between

MEDIAWAYSS Sp. z o.o., (the, “Mediawayss”, “We”, “DSP” etc.), with its seat in Warsaw at 50 Nowogrodzka Street, apartment 515, NIP 5252599542, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 529442,

and:

The Customer as a Partner which specific data are each time described in the Attachment to this Agreement, which regulates rules and statements of the partnership between Mediawayss and The Customer.

Whereas, Mediawayss conducts the business of running an advertising network that links publishers and advertisers through ssp.mediawayss.com web site (the, “Site”, “Program”, “Platform”) and offers services based on innovative solutions in the field of broadly defined advertising activities

and

The Customer in the scope of its activity is looking for an entity conducting a business in the field of advertising and marketing consulting and providing for this purpose platform to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services,

The parties have decided to conclude this Agreement.

§ 1
DEFINITIONS

DSP is a Demand-side platform that enables for Customers (publishers and advertisers) to “plug into” exchange and to make their inventory available for the purpose of delivering an advertisement;
“Effective Date” means the date of adoption by Customer terms of this Agreement or in the absence of its signature, the date when the Customer set up an Customer Account with Mediawayss;
“Customer” – means the Company, Direct publisher, Advertiser or Physical Person, that has decided to enter into this Agreement and that has decided to assign Mediawayss to provide online advertising services in accordance with the provisions of this Agreement;
“Advertising Inventory” means the worldwide geo-targeted advertising space available on each Website, including the deliverables;
“Worldwide geo-targeted advertising space” means all advertising on the Websites viewed by visitors located anywhere in the world;
“Advertising Materials” means artwork, copy, or active URLs for advertisements, and the tags therefor;
“API” means DSP’s application programming interface, and its related tools and information, which will interact with the Customer;
“Bid” means a response to a Bid Request, submitted to the DSP by a Customer through the API, based on the Bid Data, that will be entered into the auction that is completed for the applicable deliverable;
“Bid Data” means a Customer’s own data and information, including the Advertising Materials and the Customer’s CPM-based bid price for any particular Deliverable;
“Bid Request” means any request sent through the DSP for bids on a Deliverable. Each Bid Request shall include certain parameters, consistent with DSP’s management of the Exchange’s user interface, which may or may not be aligned with any Customers’s Bid Data;
“Intellectual Property Rights” means (a) any and all proprietary rights provided under, (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, or (v) any other statutory provision or common law principle applicable to this Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
“Launch Date” means date on which Bids may be submitted in a live production environment;
“Maintenance Services” means those maintenance services to be provided by DSP in respect of the Exchange associated with keeping it functioning in accordance with its Functional Specifications, including without limitation;
“Minimum Price” means, in connection with any Deliverable, a minimum CPM-based bid price therefor;
“Marks” means domain names, trade-marks and logos and other branding elements of each party used in the performance of this Agreement;
“Exchange” - online advertising activity that performs in accordance with the functional specifications and shall allow DSP to purchase deliverables in near real time;
“Services” - as necessary, providing customization and support services, including reasonable education and support, during normal business hours; and DSP accepts such retainer, all in accordance with, and subject to, the terms and conditions of this Agreement;
“Functional Specifications” means, subject to being finalized by the parties the functionality, attributes and performance specifications of the exchange (which Functional Specifications shall be substantially similar to, and dependent upon, the underlying functionality, attributes and performance specifications of the DSP as of the Launch Date);
“Spyware Programs” means computer programs or tools that (a) alter a computer user’s browser or other settings or use an ActiveX control or similar device to download advertising supporting software without providing fair notice to and obtaining affirmative consent; (b) prevent a computer user’s reasonable efforts to block the installation of or disable or remove unwanted software; (c) remove or disable any security, anti-spyware or anti-virus technology on a user’s computer; (d) send email through a user’s computer without prior authorization; (e) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (f) other similar activities that are prohibited by applicable law or industry best practices;
“Tags” means scripts that communicate with servers designated by DSP and request transmission from those servers of advertisements;
“Taxes” means all taxes, levies, imposts, deductions, charges or withholdings and all related liabilities, including interest, penalties or additions thereto;
"Purchase order" - Insertion Order, document binding Mediaways and Publishers.

§ 2
DESCRIPTION

On the basis of this contract Mediawayss hereby grants to the Customer the right to use and access the proprietary Mediawayss platform ("SSP platform") and to use its applications and consultations. Detailed rules for cooperation between the parties will be specified in the Attachment to the Agreement.
This Agreement will govern all terms of co-operation between the parties. The provisions of this Agreement and the provisions of Attachments will be treated uniformly, on condition that the detailed terms and conditions of cooperation separate for a specific Customer will be additionally regulated in the Attachment to the Agreement, which shall be treated equivalent to this Agreement.
Mediawayss hereby reserves all rights in and to the Mediawayss Services that are not expressly granted to Customer pursuant to the applicable Attachment

§ 3
TERM AND TERMINATION

The term of this Agreement shall run from the date of its entry into force. The date of entry into force of the Contract is the date of signing the contract and all Attachments by both Parties or in the absence of their signature, the date when the Customer set up an Customer Account with Mediawayss.
The standard term of the agreement is 1 year. After this period, the contract will automatically be extended by the same period, unless it is terminated by either party in accordance with the provisions of the Agreement. The provisions of the agreement in this regard are binding unless the parties have separate provisions in this regard in the Attachment to the Agreement.
Each of the Parties may terminate the contract only for significant reasons or if the other party commits a gross violation of a contract or the Attachment, with a 30-day notice period. The termination should contain the basis and indicate a specific gross violation of a contract or the Attachment.
Either party may terminate Agreement and any Attachment immediately if the other party:
- becomes insolvent or makes a general assignment for the benefit of creditors;
- suffers or permits the appointment of a conservator or receiver for its business or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the party due to the financial condition of the party;
- becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, in particular when such proceeding or action has not been dismissed within a 60 day period;
- has wound up or liquidated its business, voluntarily or otherwise.
Upon termination of the Agreement or the Attachment:
- Customer’s rights for access to DSP will terminate;
- Mediawayss will cease providing the applicable Services;
- each party will return or destroy any of the other party’s Confidential Information then in its possession, at the same time ensuring data security and in a way that prevents access to this information by third parties.

§ 4
SERVICES

Engagement of Services.

Through DSP Mediawayss provides the following services (collectively the “Services”):
- customize and implement an online advertising exchange;
- provide Maintenance Services;
- provide customization and support services (as necessary)
- provide the ability to add sites and zones,
- provide possibility to load tags for zones,
- provide the opportunity to change the CPM / floor price, in agreement with the manager;
- provide the ability to select categories;
- provide the statistics on paid shows, CPM, Revenue.

Use of Mediawayss Services.

The Customer agrees that it will not transfer (unless the transfer will be expressly and specifically approved by Mediawayss in advance and in writing) or will not allow third-party to take the access to any Services provided by Mediawayss.
To the extent to which such access is permitted, the Customer will be responsible hereunder for the third party's acts and omissions in connection with such access.
The Customer will not modify, translate, alter, transform, repair or otherwise interfere in any way with Mediawayss software or derivative software or any software and programs included in the service.
The Customer will not reverse engineer, disassemble or decompile any Software or Service or use any other process or procedure to obtain the source code of any software included in any Mediawayss Service.
The Customer will not resale, transfer, assign or use as a service office of any Service.
The Customer is responsible for maintaining the confidentiality of its users’ passwords and usernames and will promptly notify Mediawayss in writing of any unauthorized use of its account or any other breach of security that is known or suspected by Customer.
The Customer will ensure that each Web site, device, or application for which the Service is engaged (each a “Site”) contains or is linked to a privacy policy that governs its data collection and use practices. The Customer has and will maintain all consents that are required to allow Mediawayss to provide the Services to Customer as set forth in the applicable Attachment, including without limitation to send to Mediawayss the information that Mediawayss collects, uses, and stores pursuant to such Attachment (the “Data”). Customer is responsible for all content or materials (including without limitation all intellectual property rights therein) transmitting to and from each Site (the “Content”).

§ 5
FEES AND PAYMENTS

Mediawayss agrees to pay to Customer the fees for the DSP's Services as set forth in each Attachment.
Settlements are based on invoices issued by the Customer.
Calculation of costs on the platform takes place in USD currency. The payments are possible in five other types of currency (USD, EUR, PLN, RUB, GBP), converted on the basis of the international available currency exchange rate.
The Customer sends all invoices to Mediawayss to e-mail address(s) indicated in the Annex, unless another address has not been requested in writing. If the invoice is not provided on the 10th day of each month, the invoice is generated by the system automatically based on the data entered by the Customer during registration and DSP measurements recorded in the Customer account.
Except as stated otherwise herein into Attachment, all payments under this Agreement will be based upon DSP’s measurements, fixed into Customer account. Payments will be made solely on the basis of statistics of DSP Mediawayss panel, unless otherwise provided by additional Attachments.
Customer will issue invoices to DSP each month based on DSP’s reported delivery data and DSP agrees to pay Customer’s invoices within period which described in Attachment.
In the event of a delay in payment from advertisers, Mediawayss is entitled to defer payment for the same period. DSP has also the right to withdraw part of the payment amount or temporarily freeze if a warning is received from the advertiser about low-quality traffic, etc.
The final payment amount can be changed for 120 days from the last day of the previous month.
The final payment can be prolong until the date when Mediawayss will receive the payment from advertisers
All invoices must be received within thirty (30) days of delivery of impressions. Failure by Customer to send such invoice shall be considered a waiver of right to payment for delivery of impressions for which no invoice was sent.
The parties further agree to work together in good faith to reconcile any accounting discrepancies.
Additional provisions connected with the mutual settlements can be contained in Attachment signed between parties.

§ 6
REPRESENTATIONS, WARRANTIES & COVENANTS

Under this Agreement, DSP undertakes to provide additional services to the Customer as a part of the representation and warranty:
1. it will use commercially reasonable efforts to provide the Services in a timely manner, using all reasonable skill and care, in accordance with prevailing industry standards;
2. it will perform the Services and, as of the Acceptance Date, the Exchange will perform, in substantial accordance with the specifications, terms and performance standards set forth herein;
3. neither the Services nor the Exchange will infringe upon any Intellectual Property Rights of any third party and DSP is the owner or licensee of all Intellectual Property Rights in the DSP;
4. it will use commercially reasonable efforts to contractually require each of its registered websites to post on such website a privacy policy that is in compliance with all applicable laws and RODO; and
5. the DSP registered websites’ are not owned and operated by the DSP. DSP implores the utmost and stringent policies regarding registered website original content. All DSP registered websites original content will not:
  - contain, promote or have links to any sexually explicit materials, obscene language, hate material, defamatory materials, materials promoting violence, the use of firearms or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials;
  - promote any illegal activities, deceptive practices, violations or infringements of the Intellectual Property Rights of others;
  - be personal web pages, FREE hosted pages (Geocities, Xoom, Tripod, Talk City, etc.), blank pages with no content, or pages that only contain advertisements. If DSP introduces non-English language pages in the future, DSP shall reasonable advance notice of such implementation;
  - promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware Programs (and DSP further agrees that it shall not engage in any form of fraudulent traffic generating methods including: robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or any other form of fraudulent and artificial traffic); or
  - be advertised or promoted by DSP through the use of unsolicited bulk email, or to the best of its knowledge allow Websites’ members or customers to engage in similar activities through the Website, including any activities expressly or implicitly prohibited by this Agreement,
  - automated redirects users to another web sites.
Customer Representations, Warranties & Covenants. Customer further declares, warrants and covenants throughout the Term that:
1. it will not use any device, software or routine to interfere with the proper working of the Exchange;
2. its use of the Exchange shall at all times be in accordance with the Functional Specifications and such other reasonable instructions as may be communicated by DSP from time to time;
3. Customer will not infringe upon any Intellectual Property Rights of any third party and DSP is the owner or licensee of all Intellectual Property Rights;
4. it will not (and will not allow any third party to): (i) copy or duplicate the Exchange , the DSP or Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Exchange or the DSP; (iii) modify (except as permitted under this Agreement), translate, or create derivative works based on the Exchange or the DSP; (iv) rent, lease, distribute, sublicense, resell, pledge, assign, or otherwise transfer or encumber rights to the Exchange; or (v) remove or otherwise alter any proprietary notices or labels from the Exchange or any portion thereof;
5. it will use commercially reasonable efforts to enforce the payment obligations of Clients connected with the deliverables; and
6. it will use commercially reasonable efforts to ensure that the Advertising Materials do not:
  - contain, promote or have links to any sexually explicit materials, hate material, defamatory materials, materials promoting violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or family status;
  - promote or reference any software piracy systems (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity;
  - promote any illegal activities, deceptive practices, violations or infringements of the Intellectual Property Rights of others; or
  - promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware Programs; and it will use commercially reasonable efforts to ensure that all of the Advertising Materials are otherwise in material accordance with DSP’s then existing advertising criteria (including content limitations, privacy policies, policies regarding consistency with DSP’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Website on which the ads are to appear), or other editorial policies, and material due dates) (collectively “Policies”), provided DSP has submitted or otherwise made electronically accessible such Policies to DSP.

§ 7
INTELLECTUAL PROPERTY

Mediawayss reserves all rights, titles and shares and all intellectual property rights related to services provided under this agreement. If the Customer requests a modification of the offer, modification or other specific logging in the purpose of changing or improvement services or exchanges them (collectively, "Modifications"), the Customer agrees that all intellectual property rights to all such modifications and / or all relevant functional features of the software are exclusive owned by Mediawayss

§ 8
CONFIDENTIALITY

Definition. On the basis of this Agreement, the term “Confidential information”, regardless of who discloses this kind of information, means:
- personal customer data;
- such party’s trade secrets, business plans, strategies, methods and/or practices;
- such party’s software, tools, trade secrets, know-how, designs, technical information, proprietary methodologies, computer systems architecture and network configurations;
- any other information relating to such party that is not generally known to the public, including information about its personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and
- any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary.
Obligations.
1. Each party agrees that it will not disclose any Confidential Information of the other party to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement.
2. Each party will protect the Confidential Information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
3. This Article supplements and does not supersede any existing non-disclosure or confidentiality agreements between the parties.
4. Mediawayss will have no right to use title, or interest in or to the Data, except Customer hereby agrees that Mediawayss may:
  - collect, use, and store the Data in connection with its provision of Services and enforcement of its rights as described in the applicable Attachment;
  - use the Data to improve the Services;
  - compile aggregated statistics including the Data along with data of other customers for internal or marketing purposes (provided that no such use will include any information that can identify Customer or its customers). Customer reserves all of its rights in and to the Data that are not granted to pursuant to the applicable Attachment.
Exceptions. The foregoing obligations shall not apply to the extent Confidential Information of a disclosing party in the scope of information that:
1. they must be disclosed by the party receiving the request for confidential information on the basis of law, court order or administrative authority, including the relevant stock exchange, and the party's obligation to disclose information arises from mandatory legal provisions and can not be released from this obligation. In this case both parties are obliged to cooperate in disclosing of confidential information and are obliged to cooperate in efforts to convince the court or administrative body to restrict disclosure,
2. is known to or in the possession of the receiving party prior to the disclosure of such Confidential Information by the disclosing party,
3. is known or generally available to the public through no act or omission of the receiving party; or
4. is made available free of any legal restriction to the receiving party by a third party; or
5. is independently developed by the receiving party without use of any Confidential Information.

§ 9
Privacy policy\Data policy.

In order to offer a wide range of services, aimed at achieving the assumed goals, we obtain and process a number of information about Internet Users of website (Users). Information that we collect and process, their scope and other data depend on the services that are used by Users. In order to provide Users with knowledge about these processes, below we present information regarding the processing of the personal data and the privacy policy that we apply.

The purpose of this privacy policy is to set out the principles governing our use of personal information that we may obtain about you. By using the website, or by registering as a user of the services that we provide, you agree to this use. So, we ask you to read this privacy policy carefully.

For your knowledge and awareness, we would like to emphasize that we collect two types of information.

Personal Information

Personal data

MEDIAWAYSS Sp. z o.o. collects personally identifiable data, such as your name, surname or email address, when it is voluntarily submitted to us at this website. MEDIAWAYSS Sp. z o.o. and the companies we hire uses these information to comply with your request for information or as otherwise disclosed to you during the submitting your information. From time to time, we may refer to that information to better understand your needs, and how we can improve our services. We may use that information to contact you. We will not otherwise transfer the personally identifiable information you provide at this website to any third party unless otherwise disclosed to you or it is described in this privacy policy.

Usage Data

We may also collect information how the Service is accessed and used by You ("Usage Data"). This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Payment data

Moreover, we can collect payment data, that include:

payment data for Publishers,
payment data from Advertisers.

These data are processed in order to perform cooperation agreements with our Publishers and Advertisers. Payment details may include: name, address, email, swift code, account number. This is not a limited list. These data are used to make settlements, including tax settlements. They may be transferred to relevant state offices and authorities and to third parties participating in these settlements. The collecting and processing of these data is necessary for the performance of contracts offered by us. The processing of these personal data takes place without separate consent, but they are used only to conclude an agreement between the parties.

Non-Personal Information

In common with many commercial organizations we monitor the use of the website by collecting aggregate information. We may automatically collect non-personal information about you such as the type of internet browsers you use, the pages you visit or the website that directed you to our site. But you can not be identified from this information, and it is used only to assist us in providing an effective service on this website.

The information that are processed
Personal data is subject to legal regulations regarding their processing.

The personal data is data for the identified or identifiable persons. The processing of personal data is, for example, collecting, storing, recording, ordering, modifying, browsing, using, sharing, restricting, deleting or destroying.

Due to the nature of personal data and legal requirements for the processing of personal data, this data is the subject of this privacy policy. Other data, due to the lack of identification, are indifferent in this respect.

This privacy policy applies to all cases where Mediawayss is the administrator of personal data and processes personal data. This applies both to cases in which personal data being processed is obtained directly from the data subject and cases where we have collected personal data from other sources.

For your convenience, you need to be aware that MEDIAWAYSS Sp. z o.o. may contains links to a number of other websites. The privacy policies and procedures described here do not apply to those sites; we suggest contacting those sites directly for information on their data collection and distribution policies.
Processing of personal data.
- Personal Data Administrator
  The personal data administrator is Mediawayss a limited liability company with its registered office in Warsaw, Nowogrodzka Street 50 local 515, 00-695 Warsaw, Poland, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 529442. The personal data administrator is competent in all matters related to data processing personal information.
  
  You can contact with personal data administrator via email, by application form or in writing to the address of administrator's office.
- Legal grounds for processing
  Due to the use of Mediawayss by Users, different legal grounds for the processing of personal data may apply. It depends on the data category and the purpose of their processing.
  1. Personal data may be processed by us on the basis of the legitimate interest of the personal data administrator, for example in the area of database creation, analytical and profiling activities, marketing activities, for administrator, except situations in which the overriding nature of these interests have interests or fundamental rights and freedoms of the person they concern, requiring the protection of personal data, in particular when the data subject is a child.
    In this case no additional consent is required.
  2. Personal data may be processed by us for marketing purposes in the area of database creation, analytical and profiling activities, marketing activities, in our activity outside.
    In this case, personal data are processed on the basis of consent given by the User of our website.
  3. Personal data of persons using our services may be processed in order to perform the contract concluded between Mediawayss and the User in the scope of services offered by Mediawayss.
    In this case, personal data are processed because it is necessary for the performance of the contract, and therefore no additional consent is required.
  4. In addition, personal data may be processed by us, if it is the obligation of the personal data administrator, imposed on him by law.
    In this case no additional consent is required
- Legal grounds for processing
  Due to the use of Mediawayss by Users, different legal grounds for the processing of personal data may apply. It depends on the data category and the purpose of their processing.
  1. Personal data may be processed by us on the basis of the legitimate interest of the personal data administrator, for example in the area of database creation, analytical and profiling activities, marketing activities, for administrator, except situations in which the overriding nature of these interests have interests or fundamental rights and freedoms of the person they concern, requiring the protection of personal data, in particular when the data subject is a child.
    In this case no additional consent is required.
  2. Personal data may be processed by us for marketing purposes in the area of database creation, analytical and profiling activities, marketing activities, in our activity outside.
    In this case, personal data are processed on the basis of consent given by the User of our website.
  3. Personal data of persons using our services may be processed in order to perform the contract concluded between Mediawayss and the User in the scope of services offered by Mediawayss.
    In this case, personal data are processed because it is necessary for the performance of the contract, and therefore no additional consent is required.
  4. In addition, personal data may be processed by us, if it is the obligation of the personal data administrator, imposed on him by law.
    In this case no additional consent is required.
- Time of processing personal data
  The time that we may process your personal data depends on the legal basis that constitutes the processing of personal data by Mediawayss.
  1. If the case that personal data are processed on the basis of consent, the processing period continues until the user withdraws the consent.
  2. In the case of processing of personal data on the basis of a legitimate interest of the personal data administrator, the processing period lasts to the end of the existence of such interest or until the opposition is filed by the data subject.
  3. In case that personal data are processed because it is necessary due to the applicable law, periods of data processing for this purpose are defined by these provisions.
- Rights connected with personal data processing
  You have the following rights in connection with the processing of your personal data:
  - the right to access your data, including obtaining a copy of the data,
  - the right to request data rectification,
  - the right to delete data,
  - the right to file a complaint with the supervisory body dealing with the protection of personal data,
  - the right to limit data processing.

If your data is processed on the basis of your consent, you have also the right to withdraw consent in the scope in which they are processed on this basis. Withdrawal of consent does not affect the lawfulness of the processing that was made on the basis of consent before its withdrawal.

If your data is processed on the basis of consent or as part of the service provided (data is necessary to provide the service) you have additionally the right to transfer personal data, i.e. to receive from the administrator your personal data, in a structured, commonly used, machine-readable format. You can send this data to another data administrator.

If your data is processed on the basis of a legitimate administrator's interest, you can also use the right to object to the processing of data in the scope of processing data on that basis.

After effectively raising the right to object, your data will not be processed unless there is a valid legally justified basis for processing that overrides your interests, rights and freedoms or the basis for determining, investigating or defending claims.

In order to exercise the above rights, please contact the administrator or the Data Administrator.

Additional Information
We have implemented technologies, and policies with the objective of protecting your privacy from unauthorized access and improper use and will update these measures as appropriate as new technologies become available.

§ 10
GENERAL WARRANTIES; LIMITATIONS OF LIABILITY

Customer hereby declares and warrants that:
1. it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
2. it has the organizational right and authority to enter into and perform its obligations under the applicable Agreement and Attachment and has all the necessary authorizations to conclude contracts on behalf of the Customer, conduct the matters of the Customer and represent the Customer outside.
3. each Attachment will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
Mediawayss hereby warrants that during the term of the applicable Attachment, the Services will be provided in all material respects in accordance with its documentation and the specifications set forth in the applicable Attachment and otherwise be performed in a manner consistent with generally accepted industry standards.
All Mediawayss Services are provided on an "as is" without warranty of any kind. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
Indirect damages. Mediawayss neither may be held liable for any loss of profits, loss of use, loss of good will, business interruption, computer failure or malfunction, loss of content or data, cost of cover, or indirect, punitive, special, incidental, or consequential damages of any kind arising out of this agreement. The provisions of this section will apply notwithstanding any provision of any attachment to the contrary and regardless of the form of the claim or cause of action. The provisions in this respect have priority in their application before other provisions and documents.
Mediawayss is entitled to make an adjustments in the following cases:
- To pay promotions and bonuses
- Due to technical reasons
- Due to Publisher’s fraudulent activity
- On the basis of additional agreements with You.
The Customer must not cheat, defraud or mislead or attemp to cheat, defraud or mislead in any manner or any way, in any range.
The Customer is expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the services or generating of remuneration or exceed your permitted access to Mediawayss web-site. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders”, automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Mediawayss shall make all determinations about fraudulent activity in its sole discretion.
Mediawayss shall have no obligation to deliver a specific number of Bid Requests to Customer; Mediawayss reserves the right to change any of the auction rules by providing Customer prompt written notice sent via email; Mediawayss and/or Customer reserves the right to set up Floor Prices under which Customerses’ Bids will not be accepted.

§ 11
GENERAL

This Agreement shall be construed and governed by the law of the Poland (PL). Each Attachment is governed in all respects by the laws of the Poland. You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the Poland (PL) for any actions arising from or relating to this Agreement or your use of our service.
Neither party will be liable under an Attachment by reason of any damages, failure or delays in the performance of its obligations under such Attachment (except for the payment of money) in case of a force majeure created independently of the party's activities such as fire, explosion, power failures, pest damage, lightning or power surges, strikes or labor disputes, water, acts of God, war, civil disturbances, terrorism, acts of civil or military authorities, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or networks and network facilities, failures of any suppliers or service providers, or other causes beyond the party’s control.
Each Attachment completely and exclusively states the agreement of the parties regarding its subject matter. This agreement with the specific Attachment concluded between Mediawayss and specific Partner will be comprehensive and exclusively regulate mutual relations between the parties within the scope of the agreement and cooperation between the parties.
Each Attachment supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter.
Neither this Agreement nor any Attachment will be modified except by a subsequently dated writing signed on behalf of each party by its duly authorized representatives. Amendments to this Agreement or its Attachment shall in any case be made in writing under pain of nullity, however, for the validity of such changes, it is necessary to sign the relevant documents by authorized persons and any provision on a purchase order purporting to supplement or vary the provisions of this Agreement or an Attachment will be void.
To the extent there is a conflict between the terms of this Agreement and an Attachment, the terms of this Agreement will prevail.
Each Attachment is intended for the sole and exclusive benefit of the parties hereto, is not intended to confer any rights or benefits on any third party, and only the parties may enforce such Attachment.
This Agreement and each Attachment may be executed in two or more counterparts, each of which when so executed will be deemed to be an original and both of which when taken together will constitute one and the same agreement.
Fax or electronically scanned copies of such executed documents may be used in lieu of the originals for any purpose. The parties consent to use a third party service for purposes of electronically signing the Agreement and agree to be bound by electronic signature.