ADVERTISING AGREEMENT
(THE “AGREEMENT”, TERMS OF USE)

These Advertising Terms of Use (the “Terms”) govern the cooperation between DETAILED GRAPHICS KFT, a private company limited by shares, organized under the laws of Hungary, registration number 13-09-204686, with its registered office at 2161 Csomad, Verebeshegy Street 11, Hungary (hereinafter – the “Advertiser”), and any third-party publisher, affiliate, webmaster, media buyer, traffic provider or similar entity that accepts these Terms (hereinafter – the “Publisher” or “Affiliate”).

By (i) registering or applying via the Advertiser’s affiliate website (including AdsEmpire.com / the Network), (ii) signing an Insertion Order (“IO”), (iii) clicking “Accept”, “Agree”, or similar confirmation, (iv) accepting these Terms and the Privacy Policy upon registration, or (v) placing, running, or distributing any Campaign for the Advertiser, the Publisher acknowledges and agrees to be legally bound by these Terms and the Advertiser’s Privacy Policy.

These Terms apply to all IOs, unless explicitly replaced or modified in writing by the Parties. In case of conflict, the provisions of the IO take precedence over these Terms.

1. Definitions

1.1. “Advertiser”, “We”, “Us”, “Our”, “Company” means DETAILED GRAPHICS KFT, the entity purchasing traffic and advertising services from the Publisher under these Terms and any associated IO, and the owner/operator of the AdsEmpire affiliate platform.

1.2. “Publisher”, “Affiliate”, “You”, “Your” means any person or legal entity that accepts these Terms and provides advertising, promotion, traffic generation, or media placement services to the Advertiser.

1.3. “IO” (Insertion Order) means a short written document signed by the Parties, specifying Campaign parameters, payout model, volume, geos, traffic restrictions, and other operational terms. Acceptance of any IO automatically incorporates these Terms by reference.

1.4. “Campaign” means an advertising activity launched by the Advertiser and promoted by the Publisher as defined in the IO or via the Network.

1.5. “Advertising Materials” or “Ads” means any creatives (banners, texts, pre-landers, landers, videos, links, scripts or other content) provided by the Advertiser for use by the Publisher.

1.6. “User” means a natural person or legal entity that views, interacts with, or responds to the Ads distributed by the Publisher.

1.7. “Action” means a User’s completed activity defined in the IO, including impression, click, lead, registration/sign-up, sale/conversion, or any other measurable engagement.

1.8. “Qualified Action” means an Action that meets all of the following: (1) the User accessed the Program Web Site through the Publisher’s Link, where such Link is the last referral link; (2) the User is a natural person and not artificially generated / fraudulent / Invalid Traffic; (3) required fields are not pre-filled by bots or scripts; (4) all required information is completed within the timeframes set by the Advertiser and/or Partners; (5) the Action is not later determined by the Advertiser and/or Partners to be incomplete, fraudulent, unqualified or duplicate; and (6) the Action is not subject to refund, chargeback or payment reversal. Only Qualified Actions are eligible for Commission.

1.9. “Deliverables” means the measurable units supplied by the Publisher (Actions, clicks, impressions, etc.) that are subject to compensation as set in the IO.

1.10. CPA, CPL, CPC, CPM Deliverables retain their standard industry meaning, referring to payout models (cost-per-acquisition, cost-per-lead, cost-per-click, cost-per-mille).

1.11. “Commission” means the fee amount per Qualified Action payable by the Advertiser to the Publisher under these Terms and/or the applicable IO / Campaign terms.

1.12. “Links” means textual and/or graphic tracking links, creatives and related connection tools made available to the Publisher for the Affiliate Program.

1.13. “Media” means websites, apps, emails (clearly identified as coming from the Publisher), social or other legitimate online advertising channels owned or controlled by the Publisher and used to promote Campaigns.

1.14. “Program Web Sites” means websites made accessible through AdsEmpire and the Affiliate Programs.

1.15. “Affiliate Account” means the Publisher’s virtual account on the AdsEmpire platform.

1.16. “Partners” means third-party owners or authorized operators of Program Web Sites / offers featured via the Network.

1.17. “Network” means the AdsEmpire Network and ecosystem through which the Advertiser operates its advertising programs and collaborates with Publishers.

1.18. “Invalid Traffic” / “Fraud” includes, without limitation: bots, spiders, automated scripts, cookie stuffing, click farms, incentivized or forced actions, proxy/VPN-masked fraudulent leads, malware/spyware, hijacked traffic, fake registrations, and any other deceptive or non-human traffic generation methods.

1.19. “Forbidden Territories” means jurisdictions or sanctioned lists including FATF Blacklist/Greylist, EU Blacklist, OFAC, UN Security Council sanctions regimes, and EU Financial Sanctions consolidated lists, as updated from time to time.

2. Amendments

2.1. The Advertiser may amend, update, modify or supplement these Terms at any time, including changes to payout rules, technical requirements, traffic restrictions, compliance obligations, or any other provisions. Unless otherwise stated, all amendments become effective upon publication on the Advertiser’s website or platform. Notwithstanding the foregoing, if Advertiser and Publisher have entered into a specific Insertion Order (IO), the amendment procedure set forth in such IO shall prevail over this Clause 2.1 in the event of any conflict.

2.2. The Advertiser may also change, suspend or discontinue any Link, offer, creative, CAP, payout rate, Campaign feature or program-specific rules at any time. The Publisher shall promptly comply with any request to remove, change or alter Links or Advertising Materials.

2.3. By continuing to: (i) run traffic, (ii) deliver any Deliverables, (iii) access the Advertiser’s platform, tools or tracking links, or (iv) accept or execute any IO after such amendments, the Publisher automatically agrees to be bound by the updated version of the Terms.

2.4. It is solely the Publisher’s responsibility to regularly review the current Terms. The Advertiser is not required to provide individual notice of updates, unless explicitly stated otherwise.

2.5. If the Publisher does not agree with the updated Terms, the Publisher must immediately cease delivery of traffic and notify the Advertiser in writing. Continued performance shall constitute full acceptance of the amended Terms.

3. Registration and Participation in the Affiliate Program

3.1. Application. To participate in the Affiliate Program, the Publisher must submit an application via the Advertiser’s affiliate website and complete the application form accurately. No fake names, aliases or pseudonyms may be used to disguise identity. Contact, KYC and billing details must be kept up to date.

3.2. Age and capacity. Natural persons must be at least eighteen (18) years old (or the higher age of majority under applicable law) and have full legal capacity to enter into these Terms. Persons acting for a legal entity warrant they are duly authorized to bind that entity.

3.3. Acceptance / rejection. Participation is subject to the Advertiser’s confirmation. The Advertiser may accept or reject any application at its sole discretion, including where promotional methods, traffic sources, compliance profile or Forbidden Territories connections are unsuitable, or where a breach of these Terms is suspected.

3.4. Forbidden Territories. Applications from, or connected to, Forbidden Territories will be rejected. The Publisher warrants that it does not reside in, and has no commercial or private connection to, any Forbidden Territory.

3.5. Affiliate Account. Upon approval, login credentials will be provided. The Publisher must change the password on first login, keep credentials strictly confidential, is solely responsible for all activity under the Account, and must promptly notify the Advertiser of any theft or unauthorized use. The Account is for the Publisher only and may not be shared or used to access another person’s account.

3.6. Materials after approval. After approval, graphic and text Links and creatives will be made available. The Publisher may display them on Media owned or controlled by the Publisher and/or in legitimate online advertisement, subject to these Terms.

3.7. Sub-affiliates / CPA networks. If the Publisher operates an affiliate network, it remains fully responsible for ensuring that all Third-Party Affiliates comply with these Terms, do not alter Links, and do not use Prohibited Content. Before access to Links, Third-Party Affiliates must accept these Terms. The Publisher must promptly cease association with non-compliant Third-Party Affiliates and, upon request, disclose their identity and contact details to the Advertiser.

3.8. Accurate data warranty. The Publisher warrants that all registration and Account information is accurate, complete and up to date.

4. Engagement / Scope of Services

4.1. The Advertiser hereby authorizes the Publisher, on a non-exclusive and revocable basis, to promote the Advertiser’s Campaigns and to deliver traffic, impressions, clicks, leads, conversions and other Deliverables as defined in the applicable IO / Campaign terms.

4.2. The Advertiser grants the Publisher a limited, non-exclusive, worldwide, non-transferable, royalty-free, revocable license to use, display, transmit and distribute the Advertising Materials and Links solely for the purposes of executing the Campaign and strictly in accordance with these Terms and the IO. No other rights are granted. All intellectual property rights remain the exclusive property of the Advertiser and/or Partners.

4.3. The Advertiser reserves the right, at its sole discretion and at any time, to reject, suspend, restrict, or cancel any Campaign, traffic source, placement, creative usage, Affiliate Account access, or any part of the Publisher’s activity if the Advertiser considers such activity to be non-compliant, inappropriate, risky, misleading, illegal, fraudulent, harmful to the Advertiser’s reputation, or otherwise unsuitable. Such suspension may occur with or without prior notice.

4.4. Unless expressly stated in the IO, the Publisher shall have discretion regarding the timing, positioning, distribution channels, and methods used to deliver the Advertising Materials, provided all distribution complies with the IO, these Terms, all traffic restrictions, Campaign-specific rules, and all applicable laws. The Publisher may not alter, modify, copy, clone, re-brand, or adapt the Advertising Materials or Links without the Advertiser’s prior written approval.

4.5. Campaign-specific and Partner terms. The Publisher shall comply with all requirements of Partners/advertisers and with specific Campaign / offer terms published in the Network or communicated by the affiliate manager (including CAP limits, creative rules, geo/device restrictions and private-program rules). The Advertiser may change offer/Campaign terms at any time. Actions exceeding a CAP are non-payable. Monitoring CAP compliance is the Publisher’s sole responsibility.

4.6. Private programs. Private programs require prior affiliate-manager approval. Active private campaigns must be paused within the timeframe instructed by the affiliate manager (including the standard 48-hour pause rule where applicable); leads received after the deadline are non-payable. Campaigns suspended for more than five (5) calendar days may not be restarted without renewed approval. Links not launched within one (1) week of issuance may be treated as invalid until re-approved.

5. Publisher Requirements and Promotion Rules

5.1. Publisher’s websites, traffic sources and placements must not contain or promote illegal activity, explicitly violative or obscene materials, hateful or discriminatory content, deceptive advertising, piracy, defamatory statements, any content that may infringe intellectual property rights, or any content that may harm Users or negatively affect the reputation of the Advertiser or Partners (collectively, “Prohibited Content”).

5.2. Publisher shall not use any mechanisms that install software, files, scripts or other elements on a User’s device without the User’s explicit knowledge and consent.

5.3. Publisher must ensure that its websites, traffic generation methods, and advertising practices comply with all applicable laws and regulations related to electronic communications, advertising, email marketing, consumer protection, and data protection in the jurisdictions where traffic is generated or delivered.

5.4. If Publisher’s activities fall under EU data protection laws (including GDPR and the ePrivacy Directive), Publisher is solely responsible for obtaining all legally required user consents, providing users with the necessary notices, and ensuring that its use of cookies, tracking technologies, and data processing practices comply with applicable legal standards.

5.5. Where Publisher uses cookies, pixels, redirects, or other tracking technologies, Publisher represents and warrants that such technologies are implemented lawfully, and that Users are properly informed and able to provide or withdraw consent in accordance with the applicable legal framework.

5.6. Prohibited promotion methods. Without limitation, the Publisher shall not: (a) use spam (email, SMS, forums, blogs, wiki, comments, newsgroups, chat, classifieds, file-sharing networks or similar); (b) use cookie stuffing, bots, spiders, automated click/lead generators, click farms or fake traffic; (c) use misleading, deceptive or false advertising; (d) engage in brand bidding or purchase domains, URLs, keywords, AdWords or sponsored links confusingly similar to Advertiser or Partner trademarks; (e) place Links on online auction platforms (e.g., eBay, Amazon) unless expressly approved; (f) replicate the look-and-feel of AdsEmpire.com or any Program Web Site so as to suggest false endorsement; (g) use incentivized, forced or hijacked subscriptions; (h) misrepresent membership fees, terms or Program Web Site content; (i) host on free hosts where adult content is prohibited where relevant to the offer.

5.7. Email marketing. Unsolicited email promotion of Program Web Sites is prohibited unless pre-approved in writing by the Advertiser (contact@adsempire.com). Approved email campaigns must comply with CAN-SPAM, GDPR, ePrivacy and other applicable anti-spam laws, include a working opt-out, and remove Suppression List entries before mailing. Opt-out requests received by the Publisher must be forwarded to contact@adsempire.com without delay. Breach may result in Commission voiding, Account suspension/termination without payment, and other remedies.

5.8. Social media. Unless expressly approved in writing, promotion via social networks (including Facebook, Instagram, Twitter/X and similar) in violation of platform rules or Advertiser instructions is prohibited; leads obtained in breach are non-payable.

5.9. Device / traffic rules. Desktop and tablet traffic is accepted only for designated landing pages; mobile traffic must follow mobile landing-page rules and device restrictions communicated by the affiliate manager (as updated from time to time). The Publisher is responsible for checking current restrictions before launch.

5.10. Content standards in promotion. The Publisher shall not copy/lift third-party content without permission; shall not use self-made text ads without Advertiser approval; shall not publish false urgency or “free” claims inconsistent with actual offer terms; and shall not use sexually explicit content together with Apple/Google trademarks in relation to mobile apps where prohibited.

5.11. Legal compliance. The Publisher shall comply with all applicable laws (including GDPR and anti-spam laws), these Terms, Partner/Campaign rules, and the terms of any third-party services used for promotion (ad networks, email providers, social networks, etc.).

5.12. The Advertiser may, at its sole discretion and without prior notice, suspend or terminate cooperation with the Publisher if the Advertiser considers the Publisher’s activities to be non-compliant with these Terms, unlawful, misleading, harmful, or otherwise creating legal, financial, technical or reputational risks for the Advertiser.

6. Payment Terms, Commissions and Invoicing

6.1. Commission is payable only for Qualified Actions / valid Deliverables confirmed under these Terms and the applicable IO / Campaign terms. Non-Qualified Actions, Invalid Traffic, and Actions later subject to chargeback, refund or Partner rejection are non-payable and may be reversed from any amounts due.

6.2. Invoicing by Advertiser templates. Invoices for services rendered shall be generated by the Advertiser’s accounting system / platform using the Advertiser’s invoice templates (including invoices generated on the Publisher’s behalf where so implemented), at monthly intervals or at any other intervals specified in the applicable IO. The Publisher agrees that such system-generated invoices are the basis for payout, subject to the dispute rights below. Where a system-generated invoice contains an obvious technical or administrative error, the Advertiser may correct and re-issue it; this is not a unilateral rejection of amounts confirmed as Qualified Actions under the Advertiser's tracking data.

6.3. The Advertiser agrees to pay the Publisher the amounts set out in the IO / Campaign terms for confirmed Qualified Actions, including any applicable taxes or mandatory charges as agreed, in accordance with these Terms and the IO.

6.4. Payment schedule and thresholds (unless otherwise agreed in an IO or with the account manager in writing): (a) new Publishers are paid on a monthly Net30 schedule during the first month from traffic launch; (b) thereafter, standard payouts remain Net30 subject to applicable volume thresholds; (c) weekly Net7 may be available where continuous weekly volume thresholds are met and the account manager agrees in writing, and may be downgraded to Net30 if thresholds are missed (re-upgrade may require consecutive weeks meeting the threshold); (d) the applicable minimum payout threshold shall be determined by the Advertiser and communicated to the Publisher by the Advertiser or its affiliate manager. Such threshold may vary depending on the payment method and payment schedule and may be amended from time to time; (e) balances below the Minimum Balance roll forward until the threshold is reached; (f) commissions may be paid in USD, EUR or GBP as selected in the Account, with conversion per https://www.xe.com/currencytables (or successor) where needed; (g) bank transaction fees may be shared equally where commissions exceed the published high-volume threshold, otherwise as otherwise agreed. Payment timing shall follow the applicable Net schedule under this Clause 6.4.

6.5. Payments shall be made in accordance with the applicable schedule under Clause 6.4, by wire transfer, Paxum, Payoneer, crypto or any other method agreed by the Parties or made available in the Affiliate Account. All bank fees, payment provider fees and transfer charges on the Publisher’s side shall be borne by the Publisher; fees on the Advertiser’s side shall be borne by the Advertiser, unless Clause 6.4 provides otherwise.

6.6. Hold, adjustment, chargeback and cancellation of payouts. The Advertiser may withhold, adjust, set off, reverse or cancel Commissions and payouts (including already accrued amounts) where: (i) Fraud / Invalid Traffic is detected or reasonably suspected; (ii) chargebacks, refunds or Partner rejections occur; (iii) reporting errors or tracking discrepancies are identified; (iv) the Publisher breaches these Terms or Campaign rules; (v) inactive-account or unclaimed-balance rules apply; or (vi) amounts are otherwise owed by the Publisher to the Advertiser under any agreement. Such measures may cover the violation period and related activity and are not limited solely to the specific fraudulent line items.

6.7. Incorrect payment details. The Publisher is solely responsible for providing correct and complete billing information. Additional costs caused by incorrect, wrong or outdated details (or late notice of changes) may be recovered as a Fine according to the following illustrative schedule (or currency equivalent): invoices up to USD 5,000 – Fine USD 50; USD 5,000 to USD 10,000 – Fine USD 100; above USD 10,000 – case-by-case, minimum USD 200.

6.8. Referral commissions. Where a referral program applies, referral commission accrues as published in the Network (including any percentage/period model then in force) and may be invoiced together with regular Commission unless otherwise agreed.

6.9. Dormancy / unclaimed balances. If the Affiliate Account is not active for six (6) months and the Publisher has not requested payment of Commissions within that period, any and all Commission may be deemed void and written off, and the Account may be terminated. Separate rules for failure to reach minimum thresholds within stated periods after first paid action may also apply as communicated in the Account.

6.10. Tax status. The relationship is not employment. The Publisher is solely responsible for any taxes, social security and similar charges arising from Commissions.

7. Statistics and Disputes

7.1. Primary statistics. Deliverables, Qualified Actions and Commissions are determined based on the Advertiser’s / AdsEmpire tracking data and reports, which constitute the primary and binding record for payout calculation. Affiliate managers will consider good-faith disputes regarding statistics.

7.2. If the Publisher’s statistics differ from the Advertiser’s by more than ±10%, the Parties shall attempt to reconcile the discrepancy in good faith within ten (10) days following the end of the reporting month. If the Publisher does not raise a discrepancy within this period, the Advertiser’s tracking data shall be deemed final.

7.3. The Publisher may dispute the Advertiser’s tracking data only within the limits of Clause 7.2 and only if supported by clear and verifiable evidence. Any dispute must specify the disputed entries and the grounds for each. Disputed Deliverables may not be unilaterally scrubbed or reduced by the Publisher; discrepancies shall be resolved exclusively through the reconciliation process. Undisputed Deliverables are final and fully payable, subject to later Fraud / chargeback adjustments under Clause 6.6.

7.4. Invoice disputes. Any good-faith dispute of an invoice must be submitted in writing with sufficient detail and evidence within thirty (30) days of the invoice date (unless a shorter period is set in the IO). Failure to dispute within the applicable window constitutes irrevocable acceptance of that invoice, without prejudice to the Advertiser’s later Fraud / chargeback / adjustment rights under these Terms.

8. Fraud / Invalid Traffic and Investigations

8.1. Fraud is strictly prohibited. The Publisher shall not use any means, devices, persons, mechanisms or schemes to commit fraud, breach applicable law, interfere with other affiliates, falsify or distort referral data, generate fake Commissions, or exceed authorized access — including, without limitation, spyware, automated click/lead tools, information-stealing software, cookie stuffing, click fraud, proxy/VPN fraud masking, misleading redirects, or incentivized fake conversions.

8.2. Determination. The Advertiser / AdsEmpire decides Fraud and Invalid Traffic at its sole reasonable discretion, including based on its Internal Fraud Protection System, Partner reports, platform signals and investigations. Leads generated through proxy/VPN or other forbidden tools may be refused and unpaid.

8.3. Consequences. Upon actual or suspected Fraud, Invalid Traffic or prohibited sourcing, the Advertiser may: (a) deem related Actions non-Qualified and void Commissions; (b) withhold, freeze or reverse payouts; (c) suspend Links, Campaigns, sub-sources or the Affiliate Account; (d) terminate cooperation with immediate effect with or without notice; (e) permanently ban the Publisher from the Program; and (f) in case of material breach, disclose personal/contact data to injured third parties or competent law-enforcement / regulatory authorities.

8.4. Investigation cooperation. The Publisher shall cooperate fully with any investigation and provide traffic-source, creative, sub-affiliate and technical information reasonably requested by the Advertiser.

8.5. Illustrative instant-ban conduct. Without limiting the above, the following may result in termination of all accounts without payment (including accrued Commissions) and a permanent ban: mass unsolicited spam; prohibited illegal content (including CSAM, bestiality, extreme violence); deception of the Company; deceptive domains; false account data / traffic hijacking; forced subscriptions; fake test leads without prior notice; IP infringement; defrauding other programs; free-hosting violations where prohibited; misrepresentation of Program Web Sites; or advising Users to cancel and re-register to game Commissions.

9. Intellectual Property, Brand and Advertising Materials

9.1. All Advertising Materials, Links, trademarks, logos, domain names, creatives and related intellectual property remain the exclusive property of the Advertiser and/or Partners. Only the limited license in Clause 4.2 is granted.

9.2. Brand and materials restrictions. The Publisher shall not: (a) modify logos or Program Web Sites; (b) purchase, bid on or register domains, URLs or keywords that include or are confusingly similar to Advertiser or Partner trademarks/service marks/URLs; (c) create negative sites to drive traffic to Program Web Sites; (d) use Partner trademarks without prior written consent; (e) lift or replicate content from other websites without permission; (f) use self-developed text ads without Advertiser approval; (g) publish statements inconsistent with genuine offer terms that may harm reputation or generate complaints; or (h) abuse third-party copyrights or trademarks. If a third-party IP claim arises from Publisher conduct, the Advertiser may assist the rights holder.

9.3. License status. Links and materials may be used only while the Publisher is a member in good standing. The Advertiser may revoke the license at any time by written notice. Upon termination or revocation, the Publisher must immediately cease all use of Links, Advertising Materials, logos, trademarks and other IP of the Advertiser/Partners and delete all copies.

9.4. Feedback provided by the Publisher may be used by the Advertiser without compensation. All rights not expressly granted are reserved by the Advertiser.

10. Confidentiality

10.1. The Publisher shall treat as strictly confidential any non-public information disclosed by the Advertiser, including but not limited to: campaign details, payout rates, CPA/CPL/CPC/CPM amounts, performance data, conversion rates, volumes, targeting information, technical requirements, creatives, links, landing pages, account access details, business processes, pricing structures, internal communications, and any information contained in or related to an IO.

10.2. Without limitation, Commission rates, Campaign terms, statistics, Partner lists, sponsor rotations and other commercial conditions of the Affiliate Program are confidential business secrets and may not be disclosed to third parties or used to reproduce a competing program or rotation.

10.3. The Publisher may not disclose, share, publish, transfer or make available any confidential information to any third party without the Advertiser’s prior written consent, and may not use it for any purpose other than performance under these Terms, except information that is publicly available other than through the Publisher’s breach.

10.4. Confidentiality obligations shall remain in force during the entire term of cooperation and for three (3) years after its termination, or for as long as the information remains confidential by its nature — whichever period is longer.

10.5. Upon request of the Advertiser, the Publisher shall promptly execute a separate non-disclosure agreement (NDA).

10.6. The Publisher shall not use confidential information to compete with the Advertiser, to benefit any third party, or to create competing products or services.

11. Termination and Effects

11.1. The Advertiser may suspend or terminate any Campaign, IO, Affiliate Account or cooperation with the Publisher at any time, with immediate effect, by written notice (including email), including for breach, Fraud, inactivity, or for convenience. No minimum term, volume commitment or continued purchasing obligation shall arise from these Terms or any IO alone.

11.2. Additional grounds for suspension or closure include, without limitation: Terms breach; email or Partner PPC policy violations; trademark misuse for non-listed dating sites; free-hosted or content-thin / non-functional / abusive Media; auto-redirect abuse; unlawful goods/services or content; Fraud; or prolonged inactivity (including unused accounts for two or more months where applied).

11.3. The Publisher may cease cooperation by providing written notice to the Advertiser and by removing all Links from its Media. Such termination shall not affect the validity of any Deliverables already accepted as Qualified Actions by the Advertiser, except as provided in Clause 11.4.

11.4. Effects of termination. Upon termination for any reason, the Publisher must immediately: (a) stop all traffic; (b) disable all placements; (c) cease use of and delete all Links, Advertising Materials, logos, trademarks and other intellectual property of the Advertiser and Partners; and (d) stop acting as a member of the Network. If the Advertiser terminates because the Publisher has violated, threatened to violate, or is reasonably considered likely to violate these Terms (including Fraud), the Publisher is not entitled to receive any Commissions, even if accrued as of the termination date.

11.5. Termination does not release the Parties from their respective obligations regarding payment for valid Qualified Actions supplied before the effective termination date (unless voided under Fraud/breach rules), or any other obligations intended to survive termination.

11.6. The Publisher shall not be entitled to any compensation, expectation damages, loss-of-profit claims, or other payments arising from the Advertiser’s decision to terminate cooperation or to stop purchasing traffic.

12. Relationship

12.1. The Parties are independent, non-exclusive contractors. Nothing in these Terms or any IO shall be interpreted as creating any agency, partnership, joint venture, employment, franchising, fiduciary or representative relationship between the Parties. Neither Party has the authority to act for, bind, or enter into any commitments on behalf of the other Party, and neither Party shall hold itself out as having such authority. The Publisher is solely responsible for its own taxes, social contributions and similar charges.

13. Limitation of Liability

13.1. To the maximum extent permitted by law, the Advertiser shall have no liability under these Terms except as expressly set out herein.

13.2. The Advertiser is not liable for any damage arising from or related to the Publisher’s actions, omissions, inaccurate information, technical failures, non-compliance with applicable laws, or any other circumstances beyond the Advertiser’s reasonable control.

13.3. The Advertiser is not responsible for any unauthorized access to the Publisher’s accounts, credentials or systems, nor for any resulting loss or damage.

13.4. The Advertiser shall bear no liability for installation errors, malware, viruses, or any harmful components affecting the Publisher’s hardware, software or systems, except in cases of proven intentional misconduct by the Advertiser.

13.5. The Advertiser shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of revenue, profit, goodwill, business opportunity or interruption.

13.6. The Advertiser is not responsible for payment delays or errors caused by incomplete, inaccurate or outdated payment details provided by the Publisher.

13.7. If, notwithstanding the above, the Advertiser is found liable for any claim, the Advertiser’s total aggregate liability shall not exceed the amount actually payable to the Publisher for valid Deliverables confirmed by Publisher’s invoices or Advertiser’s reports for the relevant period.

13.8. No action or claim may be brought against the Advertiser more than one (1) year after the date on which the underlying event occurred.

14. Indemnification

14.1. The Publisher agrees to fully indemnify, defend and hold harmless DETAILED GRAPHICS KFT, including its directors, officers, employees and agents, from and against any and all claims, damages, liabilities, losses, penalties, fines, costs, complaints, investigations or expenses (including reasonable legal fees) brought by any third party, governmental authority, platform, Partner or consumer arising out of or relating to: the Publisher’s actions, omissions, traffic sources, methods of promotion or advertising practices; any breach of the quality and content requirements of these Terms; any breach of these Terms or of any applicable laws or regulations; any violation of privacy, data protection, marketing, or consumer-protection rules; any misleading, unlawful, harmful or non-compliant material, content or traffic distributed by the Publisher; any spam, unauthorized email campaigns, deceptive practices, fraud, incentivized activities or invalid conversions originating from the Publisher or its sub-sources.

14.2. The Publisher is solely responsible for the legality, quality, origin and compliance of all traffic and materials used to promote the Advertiser’s Campaigns.

14.3. The Publisher acknowledges that it cannot derive any rights or expectations from agreements, terms, arrangements or conditions that the Advertiser may have with other publishers, advertisers or partners.

15. Remedies

15.1. If the Advertiser, at its sole discretion, identifies any traffic, placements, or activities of the Publisher that violate these Terms, breach any representation or warranty, or are otherwise deemed fraudulent, invalid, or non-compliant, the Advertiser shall have the right to: (a) withhold any outstanding payments, exclude non-compliant traffic from invoicing, and void any commissions or balances associated with the period of violation or the specific fraudulent activity; (b) immediately suspend or terminate active Campaigns, disable tracking links, block specific traffic sources or sub-affiliates, and/or terminate the Publisher’s access to the platform without prior notice; (c) offset any losses, damages, fines, or costs incurred by the Advertiser due to such violations against any outstanding balances due to the Publisher.

15.2. In addition to the measures set forth in Clause 15.1, the Publisher shall be liable to fully compensate the Advertiser for all resulting losses (whether actual, alleged, or potential), including but not limited to: direct financial losses; fines and penalties imposed by regulatory authorities (e.g., GDPR fines), payment systems (Visa/Mastercard), or digital platforms; costs related to the restoration, blocking, or suspension of the Advertiser’s accounts, domains, or technical infrastructure; reasonable legal fees, professional costs, and expenses incurred in investigating the violation, responding to regulatory inquiries, or defending against third-party claims.

15.3. Except as otherwise provided, the rights and remedies available to the Advertiser under these Terms are cumulative and operate in addition to, and not in place of, any rights or remedies available under applicable law or equity.

16. Notice

16.1. All notices, requests, demands and other communications under these Terms shall be in English and in writing. Notices may be delivered by email and shall be deemed valid and effective upon sending, unless the sending Party receives an automatic delivery failure message.

16.2. Notices to the Advertiser shall be sent to the email address indicated on the Advertiser’s website or in the relevant IO (including contact@adsempire.com), unless otherwise specified by the Advertiser in writing.

16.3. Notices to the Publisher shall be sent to the email address provided by the Publisher during onboarding, in the IO, Affiliate Account, or in any subsequent written communication. It is the Publisher’s responsibility to keep its contact details current.

16.4. The Advertiser may, at its discretion, provide notices through additional channels, but email shall in all cases constitute a sufficient and binding method of notification.

17. Force Majeure

17.1. Neither Party shall be considered in breach of these Terms, nor liable for any delay or failure in the performance of its obligations, if such delay or failure is caused by events or circumstances beyond that Party’s reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, strikes, network or infrastructure failures, widespread outages, or similar events. In such cases, the affected Party shall be entitled to a reasonable extension of time to fulfill its obligations. If the period of delay or non-performance exceeds thirty (30) consecutive days, the non-affected Party may terminate cooperation by providing fourteen (14) days’ written notice.

18. Data Protection

18.1. Each Party shall comply with all applicable data protection and privacy laws, including, where relevant, the EU General Data Protection Regulation (GDPR), the UK GDPR, and any other mandatory data protection or privacy requirements applicable to its activities.

18.2. For the purposes of these Terms, each Party acts as an independent data controller with respect to the business-contact data of its personnel shared for the performance of these Terms. Nothing in these Terms creates joint controllership or a processor–controller relationship.

18.3. These Terms constitute the full and exclusive understanding between the Parties regarding the processing of business-contact data. The Advertiser does not rely on or incorporate any privacy policies published by the Publisher for the purposes of this cooperation.

18.4. The Advertiser may process the Publisher’s business-contact data solely for administering and performing these Terms and any IOs, including invoicing, campaign management, fraud-prevention, compliance and financial/accounting purposes.

18.5. Where required by law, the Advertiser may transfer such business-contact data to its affiliates or service providers (including those located outside the Publisher’s jurisdiction), provided that appropriate safeguards are implemented, such as EU/UK Standard Contractual Clauses where applicable.

18.6. Each Party shall implement appropriate technical and organizational measures to protect any personal data it processes under these Terms against unauthorized or unlawful processing and against accidental loss, destruction or damage.

18.7. Nothing in this clause requires either Party to process, store, access or transfer any consumer or end-user personal data on behalf of the other Party as a processor. The Advertiser does not act as a processor for the Publisher, and the Publisher does not act as a processor for the Advertiser under these Terms.

18.8. Where the Publisher captures end-user personal data on its Media, a Privacy Policy must be clearly posted and accessible before capture, and collection, use and sharing practices (including sharing with the Advertiser and Partners as needed to fulfil obligations to end users) must comply with all applicable international and local laws.

18.9. More detailed information on how the Advertiser processes personal data, including business-contact information, is set out in the Advertiser’s Privacy Policy available at: https://adsempire.com/policy.html

19. Miscellaneous Provisions

19.1. Waiver. No waiver of any breach or default shall be deemed a waiver of any other or subsequent breach.

19.2. Governing Law and Jurisdiction. These Terms, any IO, and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by the laws of Hungary. The Parties irrevocably agree that the courts of Hungary, including the competent court having jurisdiction over the registered seat of DETAILED GRAPHICS KFT, shall have exclusive jurisdiction.

19.3. Interpretation. These Terms shall be interpreted according to their plain meaning and not strictly for or against either Party.

19.4. No Third-Party Beneficiaries. Nothing in these Terms creates any rights or benefits for third parties.

19.5. Authority. Each Party represents that it has the legal authority to accept and perform these Terms. Individuals acting on behalf of a Party represent that they are duly authorized to do so.

19.6. Invalidity / Severability. If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force. Any invalid term shall be modified only to the extent necessary to render it enforceable.

19.7. Compliance with Law. Each Party shall comply with all applicable laws, regulations and industry requirements related to its activities and shall obtain any necessary permits or approvals.

19.8. Entire Agreement. These Terms, together with any applicable IOs, constitute the entire agreement between the Parties regarding advertising services performed for the Advertiser. Any other online terms, policies or publisher-facing conditions not expressly incorporated by reference do not apply to the Parties’ relationship.

19.9. Assignment. The Publisher may not assign these Terms or any rights hereunder without the Advertiser’s prior written consent. The Advertiser may assign these Terms upon notice to the Publisher.

19.10. Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

19.11. Survival. Provisions that by their nature should survive termination shall survive, including confidentiality, intellectual property, termination effects, fraud/remedies, indemnification, limitation of liability, data protection and governing law.

19.12. Contact. Questions regarding these Terms: contact@adsempire.com