THIS SERVICES AGREEMENT (“Agreement”), entered into between Mobidays Inc., (“Mobidays”, “Advertiser”) and the publisher (“Publisher”). Mobidays and Publisher may be referred to collectively as the “Parties” and individually as a “Party”. Publisher’s obligation is to promote Mobidays' offers or services by creative images and/or text provided by Mobidays, all according to the terms hereinafter (the “Services”).


Advertisement

Publisher understands and acknowledges that Mobidays expressly disclaims all warranties and liabilities with respect to the Service. Publisher understands and agrees Publisher’s use of the Service is at its sole risk. Mobidays will NOT be liable, under any circumstances, for any Service or for any loss or damage of any kind as a result of the Service. Publisher agrees to only run creative images and/or text (the “Creatives”) provided or approved by Mobidays in its advertising of the Service and will NOT create Publisher’s own creative images or text, unless expressly approved in writing from Mobidays. Editing of any Creatives of Mobidays, its clients, agents or anyone on their behalf is strictly prohibited unless explicitly agreed otherwise in writing between the Parties. Publisher reserves the right to reject Mobidays' offers to display on illegal content, spyware, illegal drugs, medicine, ROM, EMU's, Child Pornography, phishing, pirated media (such as illegal MP3 or movie downloads) obscene or pornographic mobile applications or mobile websites. In any cases under any circumstances where Publisher placed Services in breach of this section, Publisher shall be responsible for any costs, expenses, damages or losses that are incurred and borne by Mobidays in searching for and obtaining alternative advertising options from another Service provider and as a result of the Publisher’s failure to provide Services in accordance with this section.

Traffic Responsibility

Publisher understands and agrees that the traffic quality lies in sole responsibility of the Publisher. Publisher understands and agrees that Mobidays will not pay for any types of unqualified and fraud traffic, as determined by Mobidays in its sole discretion, including but not limited to computer generated traffic, traffic generated by other similar automated and/or artificial method, traffic with poor performance compared to given KPI, unqualified, incomplete or duplicative traffic. Upon request from the client only for the purpose of traffic investigation, Publisher agrees to disclose relevant traffic data including but not limited to its advertising placement and/or traffic sources with respect to the Services. If Publisher uses fraud traffic, Publisher shall relinquish the right to claim the entire commission for Services and may be blacklisted. Mobidays reserves sole judgement in determining fraud.

Payment

All payment shall be executed through wire transfer. In case Publisher requests a wire transfer for a payment below USD 2,000, Publisher shall be responsible for any fees that may incur due to such payment. Publisher agrees that accumulative payment under USD 500 may be carried over to the following month along with the payment occurred in the subjective month. Mobidays reserves the right to withhold payment at anytime and/or terminate this Agreement with immediate effect without liability to the Publisher in case where Publisher is suspected of performing any fraud, illegal practices or practices that, in any ways, negatively impact Mobidays. Unless explicitly stated in Payment term section on Exhibit A, the payment term is considered to be Net 30 days. Mobidays reserves the right to charge back any paid amount attributable to the traffic that are later determined to have not met the requirements stated in Traffic Responsibility Section on this Agreement. Final payment amount shall be determined solely by Mobidays' records, unless explicitly agreed otherwise in writing between the Parties. Publisher shall send an invoice by the 5th of each month. Publisher understands that payment may be delayed for any invoice sent after this date. Publisher may claim any discrepancies related to their campaign to Mobidays within five (5) calendar days of the occurrence, in which case the responsibility of proof lies in the publisher. Mobidays will not be liable for any discrepancies not reported within this time frame and Publisher waives all right, title, and intent to dispute payment to Mobidays based upon any discrepancy not reported within this time frame.

Warranties

Publisher warrants that under any circumstances, Publisher and its network (i) are in compliance with all applicable laws, rules, international and governmental regulations with respect to Publisher itself as well as the Services, (ii) will not violate any intellectual property, privacy or other rights of a third party, (iii) acknowledges that there is no restriction, limitation, contractual obligation which prevents Publisher from fulfilling its obligation stated in this Agreement and, (iv) will provide truthful and accurate information to Mobidays.

Limitation of Liabilities

Mobidays will not be liable to Publisher or its network of any kind incurred from failures of the advertising network and/or for any consequential, special, punitive, direct, indirect or incidental damages whether or not Mobidays is advised of the possibility of such damages. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God, unless otherwise agreed in writing between the Parties.. The liability imposed upon Mobidays under this Agreement shall not exceed the half of the total payment amount resulted from the campaign.

Confidentiality

As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, without limitation, services and any tangible and intangible information including, without limitation, images, text, videos, inventions, trademarks, logos, financial information and contact information regarding the Services, copyrightable materials and procedures. However, Confidential Information (other than Company Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Each Party may not copy, distribute, modify, decompile, disassemble, sublicense, sell, or create derivative works of any or all Confidential Information. Each Party acknowledges and agrees that Confidential Information may be disclosed to other Party solely for the purpose of investigating suspicious traffic and that it is required to take reasonable steps to prevent unauthorized disclosure of the other Party’s Confidential Information, other than by or to its employees or agents who must have access to the Confidential Information, each of whom must be bound in writing to the receiving party to confidentiality obligations described in the Agreement. In case that any Parties need to disclose other Party’s Confidential Information by the order of any governmental body or regulatory authority, the Party is required to notice the other Party upon requested from such regulatory association. The obligations set forth in this Section shall continue for two (2) years following any termination or expiration of this Agreement. Publisher understands and agrees that directly contacting agencies, developers, or any other parties who are in connection with the Services is strictly prohibited under this Agreement.

Indemnification

By signing this Agreement, Publisher hereby agrees to defend, indemnify and hold harmless to Mobidays and its affiliates, agents, employees, officers, directors, clients and stockholders against any and all losses, liabilities, claims and demands including but not limited to attorney’s fees, court costs and witness fees arising from such action or claim, to the extent related to Publisher’s breach of this Agreement and/or Publisher’s violation of applicable laws. Mobidays will have sole control over the litigation or settlement of such claim or suit.

Entire Agreement

This agreement reflects the sole agreement between the parties relating to the subject matter and supersedes all prior understanding, writing, proposals, representations or communication, whether oral or written of either Party. This agreement may only be amended by a written instrument executed by both Parties. This Agreement shall be governed by the laws of Republic of Korea. Jurisdiction and venue for any suit or proceeding arising under or in connection with this Agreement or the relationship of the parties shall lie exclusively in the competent courts in Republic of Korea. Nothing in this Section shall be deemed to limit the Parties' right to seek interim injunction relief in any court of law.