TERMS AND CONDITIONS

Definitions

The parties concur that the following terms shall, for purposes of this Agreement, have the following meanings when capitalized, unless otherwise defined in this Agreement:

“Advertiser(s)” means one or more customers of MyBid Network which create the Advertising Material, and authorize MyBid as its intermediary to include it on the Publisher’s Website(s).

“Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to push notifications. banners, text ads, pop-unders, floating banners created by an advertiser.

“Publisher(s)” means one or more customers of MyBid responsible for the distribution of online Advertising Material on its Website(s).

“Publisher's Website(s)” means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.

“MyBid Network” means the advertising network owned and operated by .

“Ad Serving Platform” describes the technology and service that places advertisements on Websites, which includes an advertising software that has been licensed to Publishers.MyBid and which Publishers.MyBid hereby sublicenses to Publishers and Advertisers participating in the MyBid Network subject to this Agreement.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).

“eCPM” means effective cost per mil. eCPM is used on the MyBid Network to calculate the relative cost of an advertising campaign and estimates the revenue per 1000 views of the ad.

“Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less MyBid margin. Publisher earnings are based on the eCPM generated by the ad spot. MyBid margin remains at the sole and absolute discretion of MyBid.

“Publisher's Panel” means the interface provided by MyBid to clients (Publishers and Third Parties) in order to sell traffic on the MyBid Network.

“Publisher's account” means account(s) opened by Publisher(s) in the Publisher’s Panel.

“Active Publisher's account” means account(s) from which Publisher(s) requested a payment within the last 12 months.

Clauses

I - OBJECT.

By virtue of this Agreement, Advertiser(s) will use Advertising Material to promote and advertise their products and services, and Publisher(s) will use the Ad Serving Platform to embed the Advertising Material within the Publisher's Website(s). Moreover, MyBid offers assistance to help Publisher (s).

MyBid is a service provider and has no actual knowledge of the information contained in the publisher's website(s) or the advertising materials produced by the advertiser(s), which are posted there. Publisher and Advertiser alone are accountable for such content, and they will always compensate MyBid for any liability, loss, harm, or damage related to such content. Please contact MyBid at publishers@MyBid.com to seek the removal of any content that is illegal or otherwise in violation of the law, specifically any laws pertaining to intellectual property, so that we may do so and block access to it.

II - PUBLISHER ELIGIBLE WEBSITE(S).

2.1. At any time, MyBid retains the authority to accept or reject a Publisher's affiliation. Publisher will not be eligible to receive payment for the revenue shown in its Publisher's Panel if it is not approved. The Publisher shall at all times ensure that it complies with the qualifying requirements of MyBids. The following website(s) are ineligible for participation in the MyBid Network, but not just the ones listed below:

– Websites that promote copyright infringement or that contain content that violates the rights of others (including, but not limited to, copyright and other intellectual property rights).

– Websites that make allusion to illegal activities or offend human decency: content that features minors (miners) as sexual actors; making amends for sexual assaults, crimes against people's integrity, and crimes against life; making amends for war crimes and other crimes against humanity; Material that incites hatred, violence, or discrimination against an individual or a group of individuals based on their origins or the group they belong to (an ethnic group, a nation, a race or a religion). Any description will automatically be recorded and reported to the appropriate authorities.

– Websites that take part in or distribute inappropriate newsgroup postings, spam email, or other forms of unwelcome electronic communication (i.e. sms, chat, social networks, etc.).

– Websites that advocate any illegal behavior or drug (such as instructions on how to make a bomb, hacking, "phreaking," etc.).

– Websites that offer unreliable, fraudulent, or misleading investment advice.

– Websites that demand or entice readers to click on ad banners with any kind of inducement (i.e., charity, sweepstakes, etc.).

– Incomplete or still-under-construction websites.

– Websites with material that breaks any regulations, whether they are international or general British legislation. especially those that break British privacy, personal data, or intellectual property rules. Publishers Website(s) must not violate any laws, rules, regulations, or customs or violate, infringe upon, or misappropriate the rights of any person or entity, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights, or rights in name or likeness.

2.2. Publishers Website(s) is not under MyBid's control or supervision. A Website may, however, be brought to its attention or examined for any reason. MyBid reserves the right to immediately cancel Publisher's account if it discovers that Publisher's Website(s) contain any prohibited material. Regardless of any other or additional duty incurred by the Publisher, in such a scenario Publisher shall not be entitled to the payment of any money left in its Publisher's Panel as a punishment for the breach of this Agreement.

2.3. MyBid emphasizes that the owner of a website is deemed to be the one who uploads an advertisement script into the website's source code. Because of this, MyBid advises users to carefully consider website security. MyBid is not responsible for any fraudulent actions made by a third party that, by exploiting a website's vulnerability, secretly inserts MyBid's script without the knowledge of the actual website owner.

In the event of any suspicion, MyBid maintains the right to request proof of website ownership from a webmaster.

III - SUB-PUBLISHERS.

Publishers who are managing a network of Sub-Publishers hereby agree to inform them of this Agreement, as well as to oversee and enforce their compliance. The actions of their Sub-Publishers shall be held accountable by Publishers.

IV - MISUSE.

4.1. Any sort of abuse, such as obtaining business deals through dishonest means or impermissible strategies that contravene existing legislation or this Agreement, is forbidden.

4.2. Publishers are specifically prohibited from attempting to earn commissions by arranging business deals either directly or through a third party while utilizing the advertising materials, tracking links, and/or other technical tools made available to them in the context of the MyBid Network. These techniques include but are not limited to:

4.2.1. Fraudulently simulating or fabricating commercial transactions, such as by submitting data belonging to third parties without their consent or by giving false or fictitious information when making an online purchase or registering for an account;

4.2.2.Utilizing tracking-enabled advertising material that isn't visibly displayed, isn't presented at all, or isn't displayed in the manner or size that the advertiser has specified; or

4.2.3. Brand-Bidding.

4.3. Any sort of abuse will result in the Publishers' accounts being instantly blocked. In this scenario, Publishers had a month to lodge an objection (through email), providing a declaration and supporting documentation that the chosen method of advertising complied with this Agreement. MyBid will close the Publisher's account if the Publisher is unable to dispute the violation of this Agreement. The provisions of Article 9 of this Agreement will be followed in the event of termination to wind up and liquidate the Agreement. Regardless of any other or additional liability incurred by the Publisher, the Publisher shall not be entitled to any compensation as a punishment for the breach of this Agreement.

4.4. Fraudulent impressions. The official counter for calculating the quantity of Advertising Material delivered under and payments due under this Agreement shall be MyBid's ad server. It is totally banned to use any technique that artificially or fraudulently boosts the number of impressions or clicks. The MyBid Advertising Network's statistics will be the only basis used to determine how many impressions or clicks there were. It is definitely prohibited to use any technique to intentionally and/or fraudulently boost the number of impressions or clicks. These forbidden practices include, but are not limited to, framing an ad-click-through banner's destination, spawning browsers automatically, running "spiders" against the publisher's own website, automatically rerouting users, and any other method of generating automated or fraudulent (as determined by MyBid, acting reasonably, or based on industry practices) click-through and/or impressions. A page that automatically reloads is not allowed to contain advertising material. Publisher may not offer any incentives of any kind to encourage or require users to click on advertising material before they may access a website or any of its sections.

This Agreement will be materially violated if Publisher clicks on any links other than those in MyBid's advertising materials or uses any other technique to falsely inflate click results. MyBid may then terminate this Agreement immediately and without warning. This termination is solely at MyBid's discretion and is in addition to any other legal or equitable remedies that may be available. The official counter for calculating the quantity of Advertising Material delivered under and payments due under this Agreement shall be MyBid's ad server.

4.5. Using affiliate links improperly It is forbidden for publishers to utilize referral links to their own accounts in an effort to get referral benefits. Any account, together with any referral accounts connected to it, may be terminated by MyBid without prior notice if it becomes aware of this kind of activity.

Publisher(s) will defend, indemnify, and keep MyBid harmless from any liabilities, losses, or damages of any kind that are caused by their violation of this Agreement, whether directly or indirectly.

V - PUBLISHER PAYMENT.

5.1. Payments. If Publisher's Blance meets the minimum compensation threshold set forth in the Publisher's Panel, Publisher payments may be requested at any moment. Bitcoin, Capitalist, Paxum, PayPal, Webmoney, and Wire Transfer are all accepted forms of payment. If a wrong wallet address is entered for Bitcoin payments, MyBid won't be held responsible. The right to execute the payment within 7 days is reserved by MyBid.

5.2. Liability for Publisher’s Revenue.Publisher acknowledges and agrees that MyBid merely serves as a middleman on behalf of the Advertisers and that MyBid shall only be responsible to Publisher for Publishers Revenue based on payments from Advertisers that it has received without conditions and that constitute immediately-available funds to MyBid. Publisher acknowledges that (i) MyBid has no responsibility or liability to Publisher for amounts that are due from Advertisers but have not yet been paid; (ii) Publisher will make any claims resulting from this directly against the Advertisers; and (iii) Publisher will hold MyBid harmless and indemnify it from any claims or liability relating to such unpaid amounts. MyBid promises to use its best efforts to promptly charge, collect, and settle payment from the Advertisers. If the Publisher violates any of the terms and conditions outlined here, MyBid reserves the sole right to withhold payment.

5.3. Additional Charges. MyBid disclaims any obligation to pay any income taxes, banking commissions, or exchange rates on Publisher's behalf. Publisher accepts full and sole responsibility for any taxes, banking commissions, or currency fees owed as a result of participating in the MyBid Network.

5.4. If forced to do so by a court or administrative body, MyBid is free to withhold, halt, or cancel any payments owed to Publisher or divulge any information about the Publisher.

VI - ADVERTISING MATERIAL.

6.1. Advertising Tag for MyBid. The MyBid Advertising Tag must appear on all relevant pages of the publisher's website (s). Without MyBid's prior written consent, Publisher(s) may not change, sell, or reveal the MyBid Advertising Tag in any way. The distribution or submission of the MyBid Advertisement Tag for Advertising Content to any newsgroup, email distribution list, chat room, guest books, or other location not authorized by MyBid is prohibited.

6.2. Recording of Service Counts. The calculation of statistics, including Impressions, Click-Through-Rate, Revenues, and CPM, is solely the responsibility of MyBid. UTC The time span for traffic and tracking purposes shall be time. The MyBid Publisher's Panel will have statistics available to Publisher online. Publisher is aware that the online statistics provided by MyBid may not be entirely accurate and that MyBid reserves the right to modify Publisher's online statistics. MyBid reserves the right to refuse payment for all Impressions and clicks delivered by Publisher in the event that coding on Publisher's Website(s) generates a significant number of incorrect impressions as a result of a technical issue, such as server malfunction, coding alteration, or a mistake in entering code.

6.3. Volume of impressions. MyBid makes no guarantees regarding traffic volume. Depending on the effectiveness of the targeted site and the caliber of the traffic, impressions can change from day to day.

6.4. Ad Serving Platform. MyBid will provide impression and revenue statistics. This Agreement shall be governed by Ad Serving Platform.

VII - PUBLICITY.

For the purposes of this Agreement, MyBid is hereby permitted to use Publishers' and Advertisers' trade names and trademarks without additional written consent from the party that owns them.

VIII - REPRESENTATIONS AND WARRANTIES.

8.1. Publisher(s) represents and warrants to MyBid that:

– The Publisher owns or otherwise has the right to use all of the products, services, and content on its website(s), and none of them violate any and all copyrights, trademarks, patents, or other property rights;

– There is no material listed in Section 4 of this Agreement on the Publisher's website(s), and there won't be any throughout the term of this Agreement.

– There are no "worms," "viruses," "malware," or other items that could harm or disrupt any person or entity on the Publisher's Website(s);

– It is generally aware of the characteristics of the Internet, will abide by any rules that might be relevant, and will conduct its business in accordance with all relevant laws, rules, and regulations.

– The execution of this Agreement and the performance of Publisher(s)' obligations hereunder will not conflict with or result in a breach or violation of any agreement, law, regulation, or other obligation to which Publisher(s) is a party or subject, and Publisher(s) has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and

– When distributing Advertising Material by email or through any other comparable electronic communications methods, the Publisher(s) must adhere to the ban on unsolicited advertising ("Spam"). Hence, before sending emails or other electronic communications, permission from every recipient must be sought. If MyBid so requests, Publisher(s) must give documented proof that this permission has been granted.

IX - TERMINATION; CANCELLATION.

9.1. This Agreement may be promptly terminated by MyBid at any time, with or without cause, and at its sole discretion.

The MyBid Advertising Tag on the Publisher's Website must be removed in order for the Publisher(s) to cancel or terminate this Agreement (s).

9.2. MyBid reserves the right to immediately terminate any Publisher's Account if it no longer qualifies as an Active Publisher's Account, and in that instance, the Publisher will not be paid.

X - CONFIDENTIALITY.

10.1. Without MyBid's prior written authorization, Publisher agrees not to divulge MyBid Confidential Information. "Network Confidential Information" includes, but is not limited to, the following: (i) all Network software, technology, programming, technical specifications, materials, guidelines, and documentation that are related to the MyBid; (ii) click-through rates or other statistics provided to Publisher by MyBid; and (iii) any other information that MyBid has expressly designated as "confidential" in writing or in any other manner. Information that has become public knowledge without a breach by Publishers or MyBid, information that has been (i) independently developed without access to MyBid Network Confidential Information, as attested in writing, information that has been (ii) lawfully acquired by Publisher from a third party, or information that has been (iii) required to be disclosed by law or by a governmental authority, are not included in the definition of MyBid Network Confidential Information.

10.2. Publisher understands that under certain conditions, particularly if Publisher's website(s) contains or links to illegal copyrighted materials from third parties, MyBid may be required by a court or administrative authority to disclose information about the services being provided to Publisher or to disclose Publisher's identity. Upon receiving a request for disclosure from a court or administrative authority that MyBid reasonably believes to be qualified to issue such a request, MyBid shall be fully entitled to disclose such information.

XI - DATA PROTECTION.

11.1. Each party is required to prominently post a privacy statement on its website(s) that explains how it gathers, uses, stores, and discloses any personal information obtained from users, including without limitation email addresses, and tells them how to opt out of such activities.

11.2. During the term of this Agreement, each party guarantees to the other that it will abide by all applicable laws and regulations (including but not limited to laws governing privacy, and data protection).

XII - INDEMNIFICATION. LIMITATION OF LIABILITY.

12.1. Indemnification. Publisher agrees to hold MyBid, its officers, directors, shareholders, successors, affiliates, employees, and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages, and attorney fees resulting from any claims and lawsuits or proceedings for libel, slander, copyright, and trademark violation as well as any other claims resulting from (i) participation on the MyBid Network, (ii) the use of the MyBid Service, and Additionally, you consent to reimburse MyBid for any legal costs it incurs while acting properly to investigate a claim or enforce its rights under this Agreement.

12.2. Limitation of Liability. No matter what the subject matter of these terms and conditions, MyBid will never be liable to the publisher for indirect, incidental, consequential, special, or exemplary damages arising from any provision of these terms, including but not limited to lost revenue, anticipated profits, or lost business, whether or not MyBid has been advised of the possibility of such damage. These limitations shall apply regardless of any existing essential purpose failure. MyBid's total liability arising from these terms and conditions will never exceed the publisher's last month's payments.

XIII - MODIFICATION.

13.1. Without giving a justification, MyBid maintains the right to change any of the terms of the current Agreement.

XIV – DISPUTE RESOLUTION.

14.1. This Agreement shall be governed by and interpreted in accordance with the laws of United Kingdom.

XV - GENERAL PROVISIONS.

15.1. Force Majeure. Each "Force Majeure Event" includes, but is not limited to, acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes. If either party is prevented from performing or is unable to perform any of its obligations under this Agreement as a result, such party's performance shall be excused and the time for performance shall be extended accordingly. The other party may terminate this Agreement with written notice if such party is unable to resume full performance fifteen (15) days following the Force Majeure Event.

15.2. Assignment. Without the prior written consent of the other party, MyBid is hereby authorized to assign, sublicense, delegate, or otherwise transfer any of its rights or duties under this Agreement, provided that the assignee will be responsible for fulfilling all of the agreement's rights and obligations.

Publisher cannot transfer any of its rights or duties by assignment, sublicense, delegation, or any other means. Publisher/Advertiser may, however, assign this Agreement without MyBid's approval to a company that merges with, consolidates with, or buys almost all of its stock or assets, provided that the assignee accepts all rights and duties under this Agreement in writing.

15.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and when sent by verified facsimile or email with confirmation receipt, on the day of transmission if the time of transmission is during the recipient's business day, or if not, on the following business day, in each case, to the respective parties at the postal address, email address, or other address specified in the applicable notice, as applicable.

Each party may modify its address by giving writing notice of the change to the other party in accordance with this clause.

15.4. Relationship of Parties. Due to their status as independent contractors, neither party shall have the authority to accept or create any duty or responsibility on the other's behalf. No party shall represent itself as acting on behalf of the other party. There will be no partnership, agency, joint venture, or other formal business organization of any type created or implied by this Agreement.

15.5. Waiver. Any right or remedy under this Agreement cannot be waived by either party via delay or failure to exercise it. Every waiver needs to be signed by an authorized representative of the party giving up the rights in writing. A waiver of one violation of a covenant by one party does not constitute a waiver of any subsequent breaches of the same covenant.

15.6. Entire Agreement. With regard to the subject matter of this Agreement, this Agreement represents the parties' final understanding and supersedes all prior agreements, whether written or verbal. This Agreement shall also include the information and documents that the Publisher(s) provides to MyBid in response to MyBid's most recent request for entry into the Agreement. Without the parties' written approval, this Agreement cannot be changed.

15.7. Headings. The articles and paragraph titles in this Agreement have only been included for convenience and are not meant to be considered a part of or have any bearing on how this Agreement should be interpreted.

15.8. Construction. The parties recognise and agree that the Agreement has been collaboratively drafted, and that neither party's participation in such preparation will cause its terms to be interpreted more strictly.

15.9. Counterparts. This Agreement may be signed in counterparts or electronically, and both forms of execution together shall constitute one legal document.

15.10. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any kind under or by reason of this Agreement. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns.