Online advertising SERVICE AGREEMENT FOR DEMAND PARTNER

Subject to Insertion Order:

This Agreement, effective as of the Effective Date provided in the Insertion Order, is entered into by and between Flat Ads and the Demand Partner listed on such Insertion Order.

 

1.  Definition

Except otherwise provided by the terms or the context herein, the following terms are defined as follows:

“Ad(s)” means an advertisement represented by text, graphics, audio or video, or by rich media such as movement, animation, flash or other promotional activity provided by Advertisers.

“Advertiser” means any entity (including direct advertisers, agencies, ad networks, ad servers) that has contracted with DSP to purchase, or to have DSP purchase on its behalf, Ad Inventory for the purpose of displaying Ads, or DSP, if DSP acts as an Advertiser.

“Advertising Fee” shall have the meaning ascribed to it in Article 4.

“Advertising Materials” means artwork, copy, or active URLs for Ads.

“Advertising Platform” means the automatic advertising platform in provision by Flat Ads to Demand Partner, in order to assist Demand Partner operating its or its business partner’s products, accessing abundant advertising resources, and help with improvement of the product, and improvement of the effectiveness of the promotion, distribution, access to end users and monetization of both Demand Partner’s products as well as the third-Party advertisement imbed in it, based on Flat Ads’s algorithm.

“CPC” means the payment calculation method based on the effective click by the End User. Each effective click from an End User, count as an effective CPC (Advertising fee = number of CPC * unit price). Repetitive clicks from the same terminal shall be count as 1 (one) click. 

“CPI” means the payment calculation method based on the effective installation by the End User. An effective installation means the installation of Product or the third-Party advertiser’s products on the mobile device of End Users.

“CPM” means the payment calculation method based on every thousand displays of the Product or third-Party advertisement.

“CPT” means the payment calculation method on the basis of a fixed price within a period of time. Advertiser is entitled to change the UI, interface, user experiences of its Product, and, given this circumstance, Flat Ads shall ensure the traffic quality, including but not limited to maintaining a resembling advertising place on Flat Ads’s platform.

“CPA” means the payment calculation method based on the effective action by the End User. An effective action means the registration of Product or the third-Party advertiser’s products on the mobile device of End Users.

“End User” means any natural individual, legal entity who, for the purpose of real use of Product, download, install, activate and use Product via the Advertising Platform, or procure Product by purchasing the terminal devices with Product imbed.   

“Malicious Advertisement” means advertisement in a method in violation of the applicable laws and regulations, or in a method inappropriately displayed, which includes, without limitation, plug-in, Trojan, virus, in-app popups or other ways resembling that are unaccepted by industry practice, fake advertisement through programing control, such as compelling users to click, download, install, or activate by virus, script, simulator, or automatic program, advertising promotion resulted from unreal users, or any other advertising method that is against the principle of good faith.

“Network” means Flat Ads’s proprietary platform, system and related tools that enable an Advertiser to purchase inventory and make the Ads available for distribution and/or promotion through the Network.

“Service” shall have the meaning ascribed to it in Article 2.

  1.          SERVICE
  1.       Flat Ads provide online promotion, display and distribution services, or grant Demand Partner with access to the online advertising inventory on the websites, Internet-powered applications, mobile, smart phone, tablet and other Internet-accessible material from Flat Ads’s Network that Flat Ads represents as part of its online adverting optimization service.
  2.       In order for Flat Ads to perform online promoting and marketing services, Demand Partner agrees to grant Flat Ads along with its affiliates and subsidiaries a non-exclusive, royalty-free, worldwide right and license (“License”) to distribute, display, use, serve, copy, reproduce, subcontract the Content (as defined below). The License is revocable, transferable and sub-licensable. 
  3.       Demand Partner will deliver and will be solely responsible for providing to Flat Ads all of the materials and information required for the advertising activities, including but not limited to text, pictures, graphics, programming code, programs, software, data, landing pages, logos, trademarks (collectively, the “Content”).
  4.       Demand Partner agrees not to engage in any of the following prohibited activities on the Advertising Platform: (i) copying, distributing, or disclosing any part of the Advertising Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Advertising Platform in a manner that sends more request messages to the Flat Ads’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email;(iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Advertising Platform;(v) taking any action that imposes, or may impose at Flat Ads’s sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Advertising Platform; (vii) collecting or harvesting any personally identifiable information, including account names, from the Advertising Platform; (viii) using the Advertising Platform for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting Demand Partner’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide Advertiser’s identity; (x) interfering with the proper working of the Advertising Platform; (xi) accessing any content on the Advertising Platform through any technology or means other than those provided or authorized by the Advertising Platform; or (xii) bypassing the measures Flat Ads may use to prevent or restrict access to the Advertising Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Advertising Platform or the content therein.
  5.       Updates. Flat Ads reserves the right to make any updates to the Network (“Updates”). In the event such Updates are mandatory for Demand Partner to continue using the Flat Ads Services, Demand Partner shall promptly incorporate and utilize the Updates or Publisher may lose access to the Flat Ads Services.
  1.          AD MATERIALS
  1.       Submission. Demand Partner will submit Advertising Materials in accordance with Flat Ads’s then-existing Policies.
  2.       Compliance. Flat Ads reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Flat Ads’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Flat Ads reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Flat Ads or any of its Affiliates (as defined below), provided that if Flat Ads has reviewed and approved such Ads prior to their use on the Site, Flat Ads will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Demand Partner.
  1.          FEES AND PAYMENT TERMS
  1.       Flat Ads shall charge Demand Partner the applicable advertising fees as set forth in the Order Form attached hereto.
  2.       If Demand Partner fails to pay in full twice or more, Flat Ads shall have the right to suspend Demand Partner’s access to the advertising account and take legal measures.
  3.       Given the preceding, Parties agree to conduct the payment of Advertising Fees according to Option [4.3.1/4.3.2] set forth in the Insertion Order:
  1.    Payment Afterwards

Parties conduct settlement on a monthly basis after the end of each calendar month. Flat Ads shall, within 10 business days after the end of each calendar month, provide Demand Partner the data report of last calendar month.Demand Partner shall revert to Flat Ads in writing confirmation within 5 days upon receipt of such data report if no dissent arises. If there is any dispute in relation to the data report, Advertising Fees shall be settled and paid to Flat Ads for the part clear of dissent. Flat Ads then issue lawful invoices to Demand Partner and the corresponding payment shall be conducted by Demand Partner.

If this Agreement is terminated or dissolved earlier than the expiration of the Term and the termination date/ dissolution date is not the last day of a calendar month, the settlement period shall either start from the commencing date of the settlement period and ending on the last day of the calendar month, or from the first day of the calendar month and ending on the termination/dissolution date.

In the event that Demand Partner fails to conduct duly payment to Flat Ads, it shall pay the overdue penalty at a per diem rate of 0.3% on the basis of the unpaid Advertising Fees; failure of paying the Advertising Fee within 10 days from the due date, Flat Ads is also entitled to dissolve this Agreement at its sole discretion. Demand Partner shall reimburse Flat Ads for any collection fees incurred by appointing third party collection agency for Demand Partner’s delayed payment and any attorney fee, litigation cost or arbitration cost incurred due to collecting any due amount not paid by Demand Partner. Demand Partner’s failure to pay the full Price by the due date shall be deemed as a default. In addition to other remedies available to Flat Ads under this Agreement, Flat Ads is entitled to elect to suspend or terminate the Services immediately without any liabilities.

  1.  Payment in Advance

Demand Partner shall remit the estimated amount of the Advertising Fees to Flat Ads; and such amount shall be added into the balance of the advertising account of Demand Partner, and shall be in use of the consummation of the fees arising out of the Services. Flat Ads is entitled to cease providing Services once the balance of the advertising account of Demand Partner turns depleted until Demand Partner recharge it. In the event that this Agreement is terminated or dissolved earlier then expiration of the Term, the un-consumed balance shall be returned to Demand Partner by Flat Ads. The Service will be provided forthwith after the pre-payment.

  1. Costs. Except as otherwise expressly provided hereunder, each Party shall be responsible for all costs and expenses incurred by it in connection with the performance of its obligations under this Agreement.
  2.       Taxes.
  1.  Both Parties agree that all taxes arising in connection with the performance of this Agreement imposed on either Party shall be borne by said respective Party. Namely, Client shall pay Flat an amount equal to the original price calculated based on the system data as agreed by both Parties. If GST/VAT is applicable, it shall be borne by Advertiser. The Fees paid by Advertiser to Flat ads shall be including GST/VAT.
  2.  If any withholding tax or Equalization levy is imposed by any relevant tax authority with respect to any sums due to Flat Ads, then the such sum will be paid to Flat Ads, and Demand Partner shall pay such tax to the relevant authorities and provide Flat Ads with a copy of tax receipts.
  1.       Settle Currency. Any and all payments shall be made exclusively in U.S. Dollars. If a non-U.S. Dollars currency is involved in the calculation of payment, convert refer to such payment to U.S. Dollars using the settle month rate of the foreign exchange currency as published by https://www.x-rates.com/.
  1.          REPRESENTATIONS, WARRANTIES AND COVENANTS
    1.            Each Party hereby represents and warrants that:
  1. it has full corporate power and authority to enter into and perform this Agreement, and no contract, agreement, promise, undertaking or other fact or circumstance will prevent the full execution and performance of this Agreement;
  2. the execution, delivery and performance of this Agreement has been duly authorized by each Party, and shall not violate any applicable law; and
  3. it is duly organized and in good standing in the country or state of its formation.
    1.            Demand Partner represents, warrants and covenants that:
  1. If Demand Partner is entering into this Agreement on behalf of an entity, organization, or company, Demand Partner represents and warrants that Demand Partner has the authority to bind that entity, organization or company to this Agreement and agrees to be bound by this Agreement on behalf of that entity, organization, or company.
  2. it shall comply fully with all applicable laws, regulations, government orders, related platform rules or online agreements and the like;
  3. Demand Partner has accurate and lawful agreements and privacy policies with end users that comply with applicable data protection and privacy laws, regulations, and self-regulatory frameworks (together, “Privacy Laws”), including but not limited to the EU General Data Protection Regulation, the CCPA, the PD(P)O the Network Advertising Initiative (NAI) Code of Conduct and the Digital Advertising Alliance (DAA) Self-Regulatory Principles, adequately discloses all of its activities to end users prior to installation or use of such Content, and does not violate any third party rights; and
  4. it shall be solely responsible for the provision of technical and customer service support to end users in accordance with industrial standards by means as are generally prevalent in the industry, and in any event, the standards shall be no less than that provided to end users from any other platform that is reasonably similar to the Advertising Platform.
    1.       Flat Ads does not give any guarantee against failure of all or some of the service functions at any time, or against any technical or technological fault in the service or any security penetration made by a third party, nor does it provide any warranty in that respect.
    2.       Flat Ads does not give guarantee the use of the service by any Demand Partner and/or its current or potential customers, and consequently, it does not guarantee the generation of any revenue from the service.
  1.          INTELLECTUAL PROPERTY RIGHTS
    1.       “Intellectual Property Rights” means any right that is or may be granted or recognized under applicable laws regarding patents, copyright, design right, trademark, trade name, service mark, logo, rights in confidential information, database right, trade secret, patent advertisements, rights in inventions, know-how and/or other present or future intellectual property right of any type, whether registered or unregistered, and including rights in any application for any of the foregoing.
    2.       Each Party is the owner or licensed user of its Intellectual Property Rights and nothing in this Agreement or otherwise shall confer on a Party any right, title or interest in the Intellectual Property Rights of the other Party. Except as may be expressly provided herein, neither Party shall have or obtain any rights in or to any Intellectual Property Rights of the other Party in connection with this Agreement.
    3.       Nothing in this Agreement provides each Party right to use any of the other party’s trademarks without any prior written approval of such party.
  2.          Confidentiality
    1.       “Confidential Information” may include any information (including, without limitation, technical and business information, business plans, financial reports, financial data, employee data, software or firmware code, product designs and/or specifications, algorithms, computer programs, mask works, inventions, unpublished patent applications, manufacturing or other technical or scientific know-how, specifications, technical drawings, diagrams, schematics, technology, processes, and any other trade secrets, discoveries, ideas, concepts, know-how, techniques, materials, formulae, compositions, information, data, results, plans, surveys and/or reports of a technical nature or concerning research and development and/or engineering activity, proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services or software) whether marked as “Confidential” at the time of its disclosure or not, and provided by one party (“Discloser”) to another party (“Recipient”) in the course of ordinary business. Each Party agrees that the information it provides shall be considered its Confidential Information. Recipient shall not disclose the Confidential Information to any Third Party without the Discloser´s written consent. Each party will promptly return or destroy the other party’s Confidential Information (including marketing materials) upon written request.
    2.       “Confidential Information” does not include information that: (i) is generally available in the public domain at the time of its disclosure; or (ii) was developed by employees or agents of the Recipient independently of, and without reference to, the Confidential Information; or (iii) is rightfully received by the Recipient from a Third Party not owing a duty of confidentiality to the Discloser (in which case and if requested by the Discloser, the Recipient will inform the Discloser about the identity of the Third Party and the exact information received). In the event that one Party is requested or required (whether by law or regulation) to disclose any Confidential Information or a portion thereof, that Party agrees to (y) give the other non-disclosing Party prompt written notice of such request or requirement so that the non-disclosing Party may seek an appropriate order or other remedy protecting the Confidential Information from disclosure and (z) cooperate with the non-disclosing Party, at the non-disclosing Party’s expense, to obtain such protective order or other remedy. In the event that a protective order or remedy is not obtained or if the non-disclosing Party waives its right to seek such an order or other remedy, then the disclosing Party may furnish only that portion of the Confidential Information which it is legally required to disclose and it shall give the non-disclosing Party written notice of the Confidential Information to be disclosed as far in advance of disclosure as practicable and use commercially reasonable efforts to obtain assurances that confidential treatment shall be accorded to such Confidential Information.
  3.          BREACH AND INDEMNITY
    1.       Except for that which Demand Partner indemnifies Flat Ads, Flat Ads will defend, indemnify and hold harmless Demand Partner from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses” and individually, a “Loss”) resulting from any claim, action, suit, demand, judgment or proceeding (a “Claim”) arising out of, or related to (i) Flat Ads’s breach of its representations and warranties under this Agreement; (ii) any breach of its obligations under this Agreement or any applicable law.
    2.       Demand Partner is fully responsible for its Advertising Materials, and undertakes to indemnify and hold harmless Flat Ads, Media Resources, and its and their parents, subsidiaries and affiliates, and its and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (“Indemnitees”) from any and all Losses resulting from any Claim, whether or not involving a third party claim, which arise out of, relate to or result from (i) Demand Partner’s breach of any representation or warranty contained in this Agreement; (ii) any third party claim that the Content infringes upon said third party’s rights and/or intellectual property rights; (iii) a claim that the Content infringes upon a trade secret; (iv) any violation of any applicable data protection and Privacy Laws; or (v) any other breach of its obligations under this Agreement or any applicable law. 
    3.       Flat Ads will promptly notify Demand Partner of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve Demand Partner’s obligations except to the extent such Party is prejudiced by such failure or delay) and will: (i) provide reasonable cooperation to Demand Partner at Demand Partner’s expense in connection with the defense or settlement of all Claims, and (ii) be entitled to participate in the defense of all Claims at Demand Partner’s expense. In the event that any third-party Claim is brought, Demand Partner shall have the sole and exclusive control of the defense of such action with counsel of its choice, provided however that Flat Ads may, participate in the defense of any such Claims at Demand Partner’s expense. Demand Partner shall not concede or settle or compromise any Claim that imposes any obligation or liability on Flat Ads without the prior written approval of Flat Ads.
  4.          DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FLAT ADS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF PAYMENTS UNDER THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, FLAT ADS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF ANY PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OR NOT OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PUBILISHER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF (A) THE AMOUNTS PAID BY Demand Partner TO PUBILISHER UNDER THIS AGREEMENT DURING THE 6-MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE, OR (B) FIFTEEN THOUSAND U.S. DOLLARS (USD $15,000).

  1.       EXEMPTION CLAUSES
    1.    “Force Majeure” events shall mean earthquakes, typhoons, fire, flood, wars, strikes, riots, hacker attacks, telecommunications line failures, technological controls by telecommunications authorities, epidemic, change of law, act by governmental authorities or similar events that is not foreseeable (or although foreseeable but not preventable), is not within the reasonable control of either Party and prevents either Party from fully perform this Agreement.
    2.    In the event that Force Majeure result in Advertising failure or loss of stored information, neither Party shall pursue further and both Parties agree that the other Party is exempt from performing the obligations under this Agreement to the extent that is affected by Force Majeure and during the period that Force Majeure subsists. The Parties may consult and agree to extend the term of collaboration under this Agreement for the period delayed by Force Majeure. Neither Party shall be liable for breach of this Agreement as a result of a failure to perform if said performance is made impracticable due to an event of Force Majeure.
    3.    The Party alleging Force Majeure shall, as soon as possible, notify the other Party of the details of Force Majeure including the nature, the date of occurrence, expected duration and also the extent that it is prevented from performing the obligations under this Agreement, together with written certificate in support of Force Majeure confirmed by relevant authorities, if applicable and shall make best effort to mitigate the damages caused by Force Majeure.
    4.    If a Force Majeure event continues for a period of thirty (30) days and the Parties fail to reach an agreement on continuing to perform this Agreement, either Party has the right to terminate this Agreement by written notice to the other Party.
  2.       Governing Law
    1.    This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflicts of law principles. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by the Singapore International Arbitration Centre (“SIAC”) underthe SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The arbitration shall be conducted in English by three (3) arbitrators, each Party appoints one (1) arbitrator and the appointed 2 (two) arbitrators appoint the third arbitrator in accordance with the said Rules. The seat of arbitration shall be Singapore. The award shall be final and binding on both Parties. Expenses of the arbitrator(s) shall be borne by the losing party.
    2.    The Parties shall keep confidential all information relating to the arbitration, including without limitation, the existence of arbitration proceedings (or the possibility thereof), the proceedings themselves, all statements given or made during the course of the proceedings, all documents and other information submitted by parties in connection with the proceedings, all documents and other information issued by the arbitrator and/or the arbitration center and the arbitral award. Nothing herein shall be deemed to limit the Parties’ rights to seek interim injunctive relief from any court to prevent or curtail any breach of this Agreement.
    3.    Any breach of this Agreement may result in irreparable damage to Flat Ads for which Flat Ads will not have an adequate remedy at law. Accordingly, in addition to any other remedies and damages available, Demand Partner acknowledges and agrees that Flat Ads may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.
  3.       Term and Termination
    1.    This Agreement become effective on the Effective Date upon both Parties signed and shall remain valid for a period of 1(one) year. (“Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party gives the other Party at least sixty (60) days’ advance written notice of termination before the end of the Initial Term or then-current Renewal Term.
    2.    This Agreement may be terminated: (a) by each Party any time with thirty (30) days prior written notice, or (b) when either Party has a receiver, manager, administrator, or other encumbrance appointed over any of its undertaking or assets or goes into liquidation or bankruptcy or enters into any agreement with its creditors or ceases to carry on its business, whether on account of debt or otherwise.
    3.    In the event this Agreement is terminated for any reason, Demand Partner shall pay the Flat Ads all due payment under this Agreement and where applicable for any work that has been commenced and has not been terminated. Such payments shall be paid within thirty (30) Days from the date of termination of this Agreement.
    4.    Upon the termination of this Agreement, each Party shall return and/or destroy all copies of any Confidential Information of the other Party that it has in its possession or control, except for the documents and information saved in Media Resources couldn’t be returned. Each Party shall provide confirmation in writing to the other Party that it has done so.
  4.       NOTICES
    1.    All notices and other communications required or permitted to be given to a Party pursuant to this Agreement shall be sent to the contact indicated in first page, and shall be deemed duly given (a) on the date delivered, if personally delivered, (b) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery in each case addressed to the applicable Party at the address set forth below; or (c) on the business day following the day of facsimile or email transmission; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder.
    2.    Either Party may change its address for notices by providing at least ten (10) days’ prior notice to the other Party in the manner set forth in this Section.
  5.       Assignment
    1.    Except as expressly set forth in the Agreement, neither Party shall have the right to assign, transfer, or otherwise convey any of its rights or obligations under this Agreement to any third party, wholly or partially, without the other Party’s prior written consent.
    2.    Notwithstanding anything to the contrary, either Party may assign, transfer charge, subcontract or deal in any other manner with any of its rights and obligations to an affiliate; or to an entity that purchases all or substantially all of the assets or equity of a party that assumes all of such party's obligations under this Agreement.
  6.       Miscellaneous
    1.    For all purposes under this Agreement, each Party shall be and act as an independent contractor. Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party's employees, agents, or representatives) as being an employee, or legal representative of the other Party, nor to create any partnership, joint venture, association, or syndication among or between the Parties.
    2.    All comments, feedback or materials submitted by Demand Partner to Flat Ads including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas (collectively, “Feedback”) shall be received and treated by Flat Ads on a non-confidential and unrestricted basis. Flat Ads will be free to use, display, perform, distribute, copy, adapt, and promote, in any medium now known or later developed, without compensation to Demand Partner, the Feedback for any purpose whatsoever, including without limitation, developing, marketing and selling products and services incorporating such Feedback. Demand Partner agrees that, in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity. Demand Partner further agrees that no Feedback Demand Partner submits will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, or any form of “spam”.
    3.    Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be deemed ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement.
    4.    This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
    5.    Failure or delay on the part of either Party to exercise any right hereunder shall not operate or be interpreted as a waiver thereof, nor shall any single or partial exercise of any right preclude any other future exercise thereof.
    6.    This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
    7.    This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement. The Annexure, the offers placed in Advertising Platform, emails between contact person of both Parties and the Advertising Platform Policy that incorporates this Agreement by reference forms an integral part hereof and has the same legal effect as this Agreement.