1. Subject Matter
1.1. These Terms and Condition together with the Insertion Order (the “Agreement”) represents the complete agreement and understanding between Nordiqes and Publisher.
1.2. The Parties agree to follow all best practice and guidelines.
1.3. The Services provided by Publisher will be delivered in accordance with this Agreement.
1.4. Nordiqes agrees and accept to pay for, and Publisher agrees to provide the Services as set forth in the Insertion Order. In connection with the Services, Publisher shall undertake marketing campaigns with Nordiqes (each a “Campaign”) whereby Publisher will distribute Nordiqes’s proprietary advertising materials including, without limitation:
• banners, buttons, text -link s, clicks, co-registrations;
• pop-ups, pop-under s, e-mail, graphic files; and
• similar online media (collectively, “Nordiqes Ads “).
1.5. Publisher has the right to engage third-parties to perform the obligations according to the terms of this Agreement, without derogating from the limitation of Publisher’s liability under any other provision in this Agreement, should Publisher elect to supply all or any of the Services by a third-party, Publisher shall be liable for the quality of such services and for any delay in or failure to supply the Services.
1.6. Nordiqes may adjust the rates, daily caps, overall budgets, locations of advertisement by prior written notice to Publisher. Publisher shall implement such changes within 24 hours. Nordiqes reserves the right to request the representative to pause/stop the campaign with two (2) day’ s prior written notice to Publisher, Nordiqes is not required to pay for any traffic which is generated after the two (2) days’ notice.
2. License
Nordiqes grants to Publisher a non-exclusive, non-transferable, on the territory of Campaign only, royalty free, during the term of this Agreement only, revocable license and right to display the advertisement relating to a Campaign, including (but not limited to) all content, trademarks, images, tradename, and brand features in accordance with this Agreement.
3. Payment Terms
3.1. Payment
Unless otherwise stipulated in this Agreement, Publisher shall invoice Nordiqes for all Fees relating to a qualified transaction, according to the amounts, and instructions set forth in this Agreement. Nordiqes shall provide Publisher, with monthly reports detailing information regarding the valid clicks (“CPC”) or valid, compensable conversion events such as (but not limited to) leads, downloads, installs, users, paying users or any other defined action in connection with such Ad Campaigns. Publisher hereby acknowledges that the Nordiqes system will be leading regarding tracking, and this will be used for all financial implications.
3.2. Invoices
To effecting payments, Publisher will issue Nordiqes with invoices at monthly intervals, or at any other intervals which are set forth in this Agreement and/or agreed between the Parties from time to time. Nordiqes hereby promises, agrees and covenants to effect payment of the amounts mentioned in the invoices. Payment, unless there is an agreement to the contrary, shall be made to Publisher within 30 (thirty) calendar days from the date on the invoice.
If any sums due to be paid by Nordiqes to Publisher under this Agreement are not paid when due, then in addition to its other rights, Publisher may, subject to a 7 (seven) business day written notice: (a) charge interest at two per cent (2%) per annum on the overdue amount, from the date the sum fell due for payment until it is paid in full; (b) recover from Nordiqes reasonable legal costs (including attorney fees and internal costs) which incur for recovering the overdue amount; (c) require Nordiqes to pay, immediately, all amounts under the Agreement or any other contract between Publisher and Nordiqes that are invoiced but unpaid, in which event any such amounts will immediately become due; and/or (d) suspend or cease supplying the Services or terminate the Agreement through a ten (10) days written notice to Nordiqes.
3.3. Taxes and refunds
Publisher is solely and exclusively responsible for the payment of all expenses, taxes, fees incurred in fulfilling its obligations under this Agreement.
Nordiqes shall solely be responsible to pay any and all Taxes that might be payable in Nordiqes’s jurisdiction and the Territory as a result of the Campaign services hereunder.
If it may be adjudged that Services have failed of its essential purpose, Nordiqes may refund the payments paid to Publisher for the nonconforming Services. Publisher’s total liability will be to accept Nordiqes request for refund.
4. Restrictions on Publication
4.1. Publisher shall use commercially reasonable efforts to ensure that while providing the Services, Nordiqes’s Ads are not used and/or placed in any context or any internet/webpage that harms the goodwill or reputation of Nordiqes or that disparages or brings Nordiqes into disrepute, including, but not limited to websites that:
• contain indecent, extremely violent, crime-inducing, illegal, misleading, harmful, abusive, harassing, liable, defamatory, pornographic, anti-semitic or otherwise racist content and/or practices; and/or
• violate any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting personal information from any individuals under the age of 18, affects the security or privacy of end-users, materially interfere s with Web navigation and/or browsing, adversely affects public or private infrastructure or equipment or other offensive or objectionable mate rials.
Publisher is not allowed to place advertisement or make third-parties place advertisement using creative assets and landing pages which contain explicit sexual content. Publisher is further prohibited from placing any Ads onto any website which contains explicit content and imagery.
Publisher shall make every effort to uphold the highest ethical and commercial standards, including those that provide end users with upfront disclosure, transparent installation, simple removal, clear behaviour, and protection of privacy, and comply with all applicable laws and regulations.
If Nordiqes requests that its advertisements to be removed from or not placed in any such context, Publisher will promptly comply with such request. Publisher is responsible for any third-parties it uses to comply with this section, if those third-parties are employed for the purpose of fulfilment of this Agreement.
4.2. Penalty
In case of violation of Clause 4.1, Publisher is obliged to pay a penalty for any infringement. The penalty for each case of violation will be 10,000 (ten thousand) USD.
In case of continuous infringement entitlement to penalty is given for each month. Principally the penalty must be paid for each infringement. Nevertheless, in the case of continuous infringement the contractual penalty includes the penalty for each single infringement.
Nordiqes may deduct from Publisher’s payments, block Publisher’s traffic or act in any way it deems fit, immediately and without any notice. In any event, Nordiqes will not pay, for any traffic, downloads or installs that are reasonable suspected by Nordiqes as fraud or in violation of the restriction on publication as set out in Clause 4.1. Publisher is also obliged to pay the penalty, if third-parties used do not comply with Clause 4.1.
To avoid being fined, it is in the Publisher’s best interest to adhere to this section and comply with Nordiqus’ rules and regulations as laid out in this Agreement. Nordiqes’s right to assert claims for further damages in addition to the penalty remains unaffected.
5. Term and Termination of Agreement
This Agreement shall commence upon the date that it is executed by both Parties and shall remain in full force and effect until terminated as set forth hereunder.
Either Party hereto may terminate this Agreement, at any time and for any reason, upon two (2) business days prior written notice provided to the other Party.
Upon termination or expiration of the Agreement for any reason:
• Nordiqes will pay Publisher all amounts due and owing as of the termination date within fourteen (14) days;
• any and all licenses and rights granted to either Party in connection with this Agreement shall immediately cease and terminate;
• in case of pre-payment all unspent funds are subject to be refunded to Nordiqes within fourteen (14) calendar days after the end of Campaign; and
• any and all Confidential Information or proprietary information of either Party that is in the other Party’s possession or control must be immediately returned or destroyed. Notwithstanding any termination of this Agreement, any provisions may reasonably be expected to survive termination, shall survive, and remain in effect in accordance with their terms.
6. Confidentiality
6.1. Information that may be disclosed
A Party (the “Disclosing Party”) may, from time to time, disclose to the other Party (the “Receiving Party”) certain information relating to the Disclosing Party’s:
• business or customers, affiliates, subsidiaries, agents, or employees.
• business and marketing plans, processes, strategies, and methods which may not be standard industry practice, or which are not generally known in the industry; or
• studies, charts, plans, tales, or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively refer red to as the “Confidential Information”).
The Disclosing Party and the Receiving Party acknowledge that Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information.
6.2. Use of Confidential Information
Unless expressly authorized in writing by the Disclosing Party, the Receiving Party covenants and agrees:
• to use the Confidential Information only for the purposes expressly contemplated in this Agreement;
• that no Confidential Information will be disclosed to any third-party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld.
The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party.
Unless Nordiqes has provided its prior, express written consent, the Publisher will keep this Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.
6.3. Exceptions
The undertakings and obligations of each Party under this Clause 6 shall not include information which:
• is or becomes public other than by breach of this Agreement by a Party or by a third-party which is bound by similar confidentiality obligations with respect to such information;
• was before this Agreement, or becomes known to the other Party without breach of confidence;
• was obtained lawfully by a Party prior to receipt from a Party, as proven by a Party’s written records;
• is received by a Party independently from any third-party which is not bound by any confidentiality obligation with respect to such information;
• is independently developed by the Receiving Party without using information supplied by the other Party; or
• is required to be disclosed by law or regulatory authority.
7. Proprietary Rights
Except as expressly provided in this Agreement, each Party agrees that it shall have or obtain no rights in the other Party’s proprietary rights, products, materials and methodologies except pursuant to a separate written agreement executed by both Parties.
8. Representations and Warranties
8.1. Publisher representations and warranties
The Publisher represents and warrants to Nordiqes that:
• it has full legal right, power, and authority to enter into this Agreement and perform its obligation hereunder; and
• it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules, data protection, privacy and marketing laws and regulations in the territory of campaign and the rules, policies and procedures of each country’s applicable ratings organization and any other similar organization in or having jurisdiction in the Territory; and
• in dealing with the advertising material, the Publisher will not cause the advertising material to become subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising mate ri al to be era sed, corrupted or become inoperable or incapable of processing or affect operations of any other systems; and
• neither the Publisher’s execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Publisher is bound; and
• it will not sublicense its rights or obligations hereunder except as expressly provided hereunder or otherwise with Nordiqes’s prior written approval.
8.2. Nordiqes representations and warranties
Nordiqes represents and warrants to Publisher that:
• it has full legal right, power, and authority to enter into this Agreement and perform its obligation hereunder; and
• it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules and regulations in the territory and the rules, policies and procedures of each country’s applicable game ratings organization and any other similar organization in or having jurisdiction in the territory; and
• neither the Nordiqes’s execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Nordiqes is bound; and
• the advertising material provided by the Nordiqes will not be subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising material to be erased, corrupted or become inoperable or incapable of processing or affect operations of any other systems.
9. Indemnification
Each Party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other Party of the Data Protection Legislation by that Party, its employees or agents, provided that the indemnified Party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
10. General
10.1. Relationship of the Parties
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
10.2. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
10.3. Waiver
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
10.4. Force majeure
Neither Party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to a Force Majeure Event.
10.5. Amendment
This Agreement may only be amended in writing and executed by each of the Parties hereto.
10.6. Notices
All notices in connection with this Agreement shall be sent by email specified in the Insertion Order (on page 1) and shall be deemed to have been delivered to the other Party on the first business day following dispatch.
10.7. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
10.8. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands.
10.9. Jurisdiction
Each Party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
By engaging with and providing services to Nordiqes, Publisher agrees to the above-mentioned terms.
1. Subject Matter
1.1. These Terms and Condition together with the Insertion Order (the “Agreement”) represents the complete agreement and understanding between Nordiqes and Advertiser.
1.2. The Parties agree to follow all best practice and guidelines.
1.3. The Services provided by Nordiqes will be delivered in accordance with this Agreement.
1.4. Advertiser agrees and accept to pay for, and Nordiqes agrees to provide the Services as set forth in the Insertion Order. In connection with the Services, Nordiqes shall undertake marketing campaigns with Advertiser (each a “Campaign”) whereby Nordiqes will distribute Advertiser’s proprietary advertising materials including, without limitation:
• banners, buttons, text -link s, clicks, co-registrations;
• pop-ups, pop-under s, e-mail, graphic files; and
• similar online media (collectively, ” Advertiser Ads “).
1.5. Nordiqes has the right to engage third-parties to perform the obligations according to the terms of this Agreement, without derogating from the limitation of Nordiqes’s liability under any other provision in this Agreement, should Nordiqes elect to supply all or any of the Services by a third-party, Nordiqes shall be liable for the quality of such services and for any delay in or failure to supply the Services.
1.6. Advertiser may adjust the rates, daily caps, overall budgets, locations of advertisement by prior written notice to Nordiqes. Nordiqes shall implement such changes within 48 hours. Advertiser has the right to request the representative to pause/stop the campaign with three (3) day’ s prior written notice to Nordiqes, Advertiser is not required to pay for any traffic which is generated after the three (3) days’ notice.
2. License
Advertiser grants to Nordiqes a non-exclusive, non-transferable, on the territory of Campaign only, royalty free, during the term of this Agreement only, revocable license and right to display the advertisement relating to a Campaign, including (but not limited to) all content, trademarks, images, tradename, and brand features in accordance with this Agreement.
3. Payment Terms
3.1. Payment
Unless otherwise stipulated in this Agreement, Nordiqes shall invoice Advertiser for all Fees relating to a qualified transaction, according to the amounts, and instructions set forth in this Agreement. Advertiser shall provide Nordiqes, with monthly reports detailing information regarding the valid clicks (“CPC”) or valid, compensable conversion events such as (but not limited to) leads, downloads, installs, users, paying users or any other defined action in connection with such Ad Campaigns. Nordiqes hereby acknowledges that the Advertiser system will be leading regarding tracking, and this will be used for all financial implications.
3.2. Invoices
To effecting payments, Nordiqes will issue Advertiser with invoices at monthly intervals, or at any other intervals which are set forth in this Agreement and/or agreed between the Parties from time to time. Advertiser hereby promises, agrees and covenants to effect payment of the amounts mentioned in the invoices. Payment, unless there is an agreement to the contrary, shall be made to Nordiqes within 30 (thirty) calendar days from the date on the invoice.
If any sums due to be paid by Advertiser to Nordiqes under this Agreement are not paid when due, then in addition to its other rights, Nordiqes may, subject to a 7 (seven) business day written notice: (a) charge interest at five per cent (5%) per annum on the overdue amount, from the date the sum fell due for payment until it is paid in full; (b) recover from Advertiser reasonable legal costs (including attorney fees and internal costs) which incur for recovering the overdue amount; (c) require Advertiser to pay, immediately, all amounts under the Agreement or any other contract between Nordiqes and Advertiser that are invoiced but unpaid, in which event any such amounts will immediately become due; and/or (d) suspend or cease supplying the Services or terminate the Agreement through a ten (10) days written notice to Advertiser.
3.3. Taxes and refunds
Nordiqes is solely and exclusively responsible for the payment of all expenses, taxes, fees incurred in fulfilling its obligations under this Agreement.
Advertiser shall solely be responsible to pay any and all Taxes that might be payable in Advertiser’s jurisdiction and the Territory as a result of the Campaign services hereunder.
4. Restrictions on Publication
4.1. Nordiqes shall use commercially reasonable efforts to ensure that while providing the Services, Advertiser’s Ads are not used and/or placed in any context or any internet/webpage that harms the goodwill or reputation of Advertiser or that disparages or brings Advertiser into disrepute, including, but not limited to websites that:
• contain indecent, extremely violent, crime-inducing, illegal, misleading, harmful, abusive, harassing, liable, defamatory, pornographic, anti-semitic or otherwise racist content and/or practices; and/or
• violate any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting personal information from any individuals under the age of 18, affects the security or privacy of end-users, materially interfere s with Web navigation and/or browsing, adversely affects public or private infrastructure or equipment or other offensive or objectionable mate rials.
Nordiqes is not allowed to place advertisement or make third-parties place advertisement using creative assets and landing pages which contain explicit sexual content. Nordiqes is further prohibited from placing any Ads onto any website which contains explicit content and imagery.
Nordiqes shall make every effort to uphold the highest ethical and commercial standards, including those that provide end users with upfront disclosure, transparent installation, simple removal, clear behaviour, and protection of privacy, and comply with all applicable laws and regulations.
If Advertiser requests that its advertisements to be removed from or not placed in any such context, Nordiqes will promptly comply with such request. Nordiqes is responsible for any third-parties it uses to comply with this section, if those third-parties are employed for the purpose of fulfilment of this Agreement.
4.2. Penalty
In case of violation of Clause 4.1, Nordiqes is obliged to pay a penalty for any infringement. The penalty for each case of violation will be 10,000 (ten thousand) USD.
5. Term and Termination of Agreement
This Agreement shall commence upon the date that it is executed by both Parties and shall remain in full force and effect until terminated as set forth hereunder.
Either Party hereto may terminate this Agreement, at any time and for any reason, upon two (2) business days prior written notice provided to the other Party.
Upon termination or expiration of the Agreement for any reason:
• Advertiser will pay Nordiqes all amounts due and owing as of the termination date within fourteen (14) days;
• any and all licenses and rights granted to either Party in connection with this Agreement shall immediately cease and terminate;
• in case of pre-payment all unspent funds are subject to be refunded to Advertiser within fourteen (14) calendar days after the end of Campaign; and
• any and all Confidential Information or proprietary information of either Party that is in the other Party’s possession or control must be immediately returned or destroyed. Notwithstanding any termination of this Agreement, any provisions may reasonably be expected to survive termination, shall survive, and remain in effect in accordance with their terms.
6. Confidentiality
6.1. Information that may be disclosed
A Party (the “Disclosing Party”) may, from time to time, disclose to the other Party (the “Receiving Party”) certain information relating to the Disclosing Party’s:
• business or customers, affiliates, subsidiaries, agents, or employees.
• business and marketing plans, processes, strategies, and methods which may not be standard industry practice, or which are not generally known in the industry; or
• studies, charts, plans, tales, or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively refer red to as the “Confidential Information”).
The Disclosing Party and the Receiving Party acknowledge that Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information.
6.2. Use of Confidential Information
Unless expressly authorized in writing by the Disclosing Party, the Receiving Party covenants and agrees:
• to use the Confidential Information only for the purposes expressly contemplated in this Agreement;
• that no Confidential Information will be disclosed to any third-party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld.
The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party.
Unless Advertiser has provided its prior, express written consent, the Nordiqes will keep this Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.
6.3. Exceptions
The undertakings and obligations of each Party under this Clause 6 shall not include information which:
• is or becomes public other than by breach of this Agreement by a Party or by a third-party which is bound by similar confidentiality obligations with respect to such information;
• was before this Agreement, or becomes known to the other Party without breach of confidence;
• was obtained lawfully by a Party prior to receipt from a Party, as proven by a Party’s written records;
• is received by a Party independently from any third-party which is not bound by any confidentiality obligation with respect to such information;
• is independently developed by the Receiving Party without using information supplied by the other Party; or
• is required to be disclosed by law or regulatory authority.
7. Proprietary Rights
Except as expressly provided in this Agreement, each Party agrees that it shall have or obtain no rights in the other Party’s proprietary rights, products, materials, and methodologies except pursuant to a separate written agreement executed by both Parties.
8. Representations and Warranties
8.1. Nordiqes representations and warranties
The Nordiqes represents and warrants to Advertiser that:
• it has full legal right, power, and authority to enter into this Agreement and perform its obligation hereunder; and
• it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules, data protection, privacy and marketing laws and regulations in the territory of campaign and the rules, policies and procedures of each country’s applicable ratings organization and any other similar organization in or having jurisdiction in the Territory; and
• in dealing with the advertising material, the Nordiqes will not cause the advertising material to become subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising mate ri al to be era sed, corrupted or become inoperable or incapable of processing or affect operations of any other systems; and
• neither the Nordiqes’s execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Nordiqes is bound; and
• it will not sublicense its rights or obligations hereunder except as expressly provided hereunder or otherwise with Advertiser’s prior written approval.
8.2. Advertiser representations and warranties
Advertiser represents and warrants to Nordiqes that:
• it has full legal right, power, and authority to enter into this Agreement and perform its obligation hereunder; and
• it will comply in the performance of this Agreement with all applicable laws, statutes, ordinances, rules and regulations in the territory and the rules, policies and procedures of each country’s applicable game ratings organization and any other similar organization in or having jurisdiction in the territory; and
• neither the Advertiser’s execution nor its preformation of this Agreement will result in a breach of any other agreement or obligation by which the Advertiser is bound; and
• the advertising material provided by the Advertiser will not be subject to any virus, worm, time bomb, Trojan horse, or other instrumentality, contamination or device that will cause any component of the advertising material to be erased, corrupted or become inoperable or incapable of processing or affect operations of any other systems.
9. Indemnification
Each Party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other Party of the Data Protection Legislation by that Party, its employees or agents, provided that the indemnified Party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
10. General
10.1. Relationship of the Parties
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
10.2. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
10.3. Waiver
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of any Party to require the performance of any term or obligation of this Agreement, or the waiver by any Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
10.4. Force majeure
Neither Party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such non-performance is due to a Force Majeure Event.
10.5. Amendment
This Agreement may only be amended in writing and executed by each of the Parties hereto.
10.6. Notices
All notices in connection with this Agreement shall be sent by email specified in the Insertion Order (on page 1) and shall be deemed to have been delivered to the other Party on the first business day following dispatch.
10.7. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
10.8. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands.
10.9. Jurisdiction
Each Party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
By engaging with and accepting the services from Nordiqes, Advertiser agrees to the above-mentioned terms.