Effective from: September 20,2018

GAOAD LIMITED(hereinafter "GAOAD") operates and manages a network on the Internet allowing providers to advertise their goods and services, particularly by means of affiliate marketing ("GAOAD Network").

The participants in the GAOAD Network are Advertisers, Publishers and GAOAD itself.

The Advertisers market and advertise their goods and services using advertising media such as banners, product data, text-links, e-mails and videos ("Ad Media").

The Publishers incorporate or embed the Ad Media into their homepage, network, website or list of websites and e-mail ("Advertising Space").

For any advertising leading to a successful transaction, GAOAD shall pay to the Publisher remuneration in a previously specified amount ("Commissions").

1. Conclusion of the Agreement

1.1 To participate in the GAOAD Network, Publishers must register on one of the GAOAD websites (www.gao-ad.com). After the registration, the Publishers may apply for the Advertisers' Project for admission to display their Ad Media on the Publishers’ Advertising Space.

1.2 Legal entities or private persons over 18 years of age may register as Publishers and must have a bank account. GAOAD reserves the right to verify the Publishers’ personal data. Registration with the GAOAD Network is not transferable.

1.3 By completing the registration form and accepting the General Provisions, the Publishers submit an offer to conclude an agreement for their participation in the GAOAD Network.

1.4 Confirmation of acceptance is to be sent by GAOAD by e-mail. GAOAD reserves the right to refuse an offer.

1.5 Clicking the activation link in the confirmation email and entering the access data will gain access to the GAOAD Network. The interface for registered members ("GAOAD Interface") will provide the Publishers with an overview of the Advertisers' Project that are open at that time for their participation. Using the GAOAD Interface, Publishers can review and alter their personal data and information and cancel their participation as a whole in the GAOAD Network.

2. Subject of the Agreement

2.1 GAOAD operates and manages the GAOAD Network. Participants in the GAOAD Network are Publishers, Advertisers and GAOAD itself. Publishers are individuals or legal entities providing space on their homepages or websites or in their e-mail, etc. to Advertisers for the purpose of marketing goods and services offered by the Advertisers ("Advertising Space"); Publishers can also be operators of networks with their own Publishers ("Sub-Publishers"). Advertisers are individuals or legal entities who market or advertise their goods and services via GAOAD by means of "Project" using Ad Media such as banners, product data, text-links, e-mails, videos, or through search engine marketing.

2.2 Publishers participate in the Project and incorporate the Advertisers' Ad Media into their Advertising Space. Whenever third parties, such as end consumers, click on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the partner program), the Publisher will receive remuneration for providing the Advertising Space which has successfully connected the end consumers to the Advertiser ("Commission"). In this context, business transactions establish the entitlement to receive a Commission. A business transaction is e.g. the purchase of goods or a request for services ("Sale"), but it may also be defined as clicking on or viewing Ad Media, or registering on a website, subscribing to a newsletter ("Lead"), sending an e-mail etc. Business transactions that are subject to remuneration are defined in greater detail in the individual program specifications. It is also possible to remunerate combinations of Clicks, Views, Leads and/or Sales.

2.3 GAOAD monitors and records the business transactions concluded ("Tracking"); it provides the Publishers with tracking data and credits the Commissions to the Publisher Accounts. Only the Tracking by GAOAD is decisive for the identification of successful business transactions and for the calculation of the resulting remuneration. Publisher tracking can be allowed upon a special agreement between the Publisher and GAOAD.

2.4 The registration with and the participation in the GAOAD Network are free of any charge.

2.5 Using the GAOAD Interface, Publishers can control their advertising activities, in particular, they are able to select Ad Media and embed / incorporate them into their Advertising Space. The available applications are shown on the GAOAD Interface.

2.6 GAOAD ensures that the available applications are up-to-date, complete and correct. GAOAD is not obliged to review the Ad Media provided by the Advertisers within. Due to maintenance or other improvements certain functions may be temporarily unavailable. In case that any interruption or failure has a greater than a minor impact,GAOAD shall remedy them without delay to the extent this is in fact feasible and can reasonably be expected of it, in particular from an economic and legal perspective.

3. Participation in Project

3.1 Publishers shall apply for the available Project using the GAOAD Interface, providing the details of their Advertising Space or based on an agreement with an GAOAD in written form. In the application process, the properties of their Advertising Space will be checked against the prerequisites of the partner program. Should the Advertising Space listed in the registration process or in the application for a specific partner program not correspond to the Advertising Space actually available, GAOAD is entitled to block the Publisher’s account without delay.

3.2 In submitting their application for a partner program, Publishers accept any additional conditions for participation, which are displayed in the context of each program. These conditions will become an integral part of this contract.

3.3 The Advertisers may accept or reject the Publishers’ applications at their own discretion. Publishers are not entitled to being admitted as participants; nor can they derive any claims from non-admission.

3.4 During the term of this contract, the Publisher must not circumvent GAOAD by concluding contracts or entering contractual negotiations with the Advertisers of the GAOAD Network that cover the subject matter of this contract or services alike.

4. Duties of the Advertiser

4.1. The Publisher warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the GAOAD Interface.

4.2. Parties subject to turnover tax are under obligation to submit to ADHIT, as part of the contact details, their tax payer identification number issued by their local tax authority or the VAT identification number.

4.3. The Publisher undertakes to keep the access data selected at registration (e-mail address and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use the access data. Publishers who have reason to assume that third parties have become aware of their access data must inform GAOAD without delay in writing or by e-mail sent to [email protected]

4.4. By applying to a Project and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole:

(a) Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark rights, personal rights or similar rights).

(b) Do not violate any other provisions of the law (in particular competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic or liable to corrupt youth, or unfit to be made generally accessible.

4.5. The Publisher must respect the prohibition of unsolicited advertisement ("Spam") when sending e-mails containing Ad Media. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should GAOAD so request, Publishers must provide written evidence of such consent has been granted.

4.6. The Publisher must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("brand bidding"), unless the respective Advertiser has expressed his permission.

4.7. Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate these General Business Terms and Conditions for Publishers to their Sub-Publishers and to monitor and enforce their compliance. Publishers are held liable for the conduct of their Sub-Publishers.

5. Misuse

Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these General Business Terms and Conditions for Publishers or the principle of the GAOAD Network, is prohibited.

6. Remuneration

6.1. Publishers will receive performance-related remuneration ("Commissions").

6.1.1. The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions shall depend on the respective Advertiser's Project. The Advertiser may modify the conditions of the Project or terminate the entire Project with effect for the future. Publishers shall not demand a program being operated at all or at certain conditions. The conditions of the Project can be viewed in the GAOAD Interface. Publishers have no claim to any further compensation of expenses or costs etc.

6.1.2. The entitlement to payment of the Commissions is constituted by the following premises: A business transaction between a customer and an Advertiser has been effected via the Advertising Space; The business transaction has been tracked by ADHIT; The transaction has been approved by the Advertiser and has been confirmed by GAOAD and; There has been no misuse within the meaning of these General Terms and Conditions for Publishers.

6.1.3. GAOAD will set up dedicated Publisher Accounts for the payments of the Commissions. The Publisher Accounts will be settled by crediting, in other words, GAOAD will credit the respective Commissions to the Publisher Accounts without requiring an invoice. No interest will be paid on the credit balance in the Publisher Account. Once the minimum disbursement amount of EUR 25.00 has been credited to the account, a corresponding credit statement will be issued electronically at the beginning of the following month. Publishers will be informed by e-mail, and have to confirm the payout. Then the amount will be paid free of charge into the bank account specified by the Publisher. If the Bank account is not an account with a bank participating in the IBAN/BIC System, disbursements shall be made free of charge only if a minimum credit balance of EUR 200.00 is given. GAOAD will disburse lower amounts against reimbursement of the relevant bank charges, which will be deducted from the amount to be paid.

6.1.4. t is possible to disburse credits lower than EUR 25.00, or, respectively EUR 200.00 to accounts with banks not participating in the IBAN/BIC System for a blanket processing fee of EUR 5.00 or, in the latter case, against reimbursement of the bank charges actually incurred, if these are higher than EUR 5.00. The fee or bank charges will be deducted from the amount to be paid.

6.1.5. GAOAD will only pay out credits that have been confirmed by the Publisher in due time. If, the minimum disbursement amount has not been attained or if the credit statement is not released at the end of the month will remain in the Publisher's account and carried forward to the next month.

7. Final Provisions

7.1. The utilization of the GAOAD Network and its applications requires the use of special technical systems such as end user devices, software programs, transmission networks, telecommunications and other services provided by third parties, all of which may entail further costs. GAOAD does not provide such end user devices, software programs, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties.

7.2. The rights and duties under the present agreement may only be transferred with the prior written consent of ADHIT.

7.3. The Parties agree that this Contract, including its Annexes, as well as the information acquired during the fulfilment of the obligations under the Contract shall be confidential, and this information shall not be disclosed to any third parties. The restrictions laid down in this section shall not be applied if the Party is required to disclose information under the legislation of the Republic of Estonia.

7.4. These General Terms and Conditions for Publishers and the contractual relationship with the Publisher shall be governed exclusively by the laws of the Estonia.

7.5. Disputes arising during the performance of the Contract shall be settled by negotiations. If the Parties fail to reach an agreement, the dispute shall be solved in Harju Maakohus.

7.6. If any provision of the Contract is to become invalid due to legislative amendments, the remaining provisions of this Contract shall continue in full force and effect. The provisions deriving from the legislation in force concerning the type of contract at issue will be applied in lieu of the invalid provision.

7.7. The Contract is drawn up and signed in 2 (two) identical copies or 1 (one) digitally signed copy in English, one copy for each Party. Both copies are equally binding.

7.8. This Contract shall enter into force upon signing by all Parties.