1. Definitions
The terms used in the T&C shall refer to the following meanings:

This agreement is entered into by and between The Fellas Ads BV, a company with limited liability (hereinafter: “The Fellas Ads”) and the Affiliate company, hereafter referred to as ‘Affiliate’, for the purchase of advertising and related services.

Advertiser: legal entity that wishes to engage with The Fellas Ads for targeting potential visitors to generate conversions and collecting data to optimize these advertisements.

Advertising materials: all materials including links, banners and other provided materials by the Advertiser to The Fellas Ads and thereby to the Affiliate, or from The Fellas Ads directly to the Affiliate, or the materials designed by the Affiliate and permitted by the Advertiser which can be used to promote for the benefit of the Advertiser.

Ads: any advertising material including social media ads, banner ads, co-registration ads, pop-ups/unders, email ads, SMS ads, hypertext or other links, content scripts, and any other kind of commercially sponsored or related content

Affiliate: legal entity of individual or individual who is registered as an Affiliate on the network The Fellas Ads.

Affiliate portal: individual dashboard displaying Affiliate’s statistics, offers and payment information.

Campaign: advertisement campaign created by the Affiliate.

Conversion: the point when a user successfully performs a desired action as set by the Advertiser.

T&Cs: the mutually agreed Terms and Conditions under which Affiliate will deliver traffic to products and services of The Fellas Ads.

Network statistics: interpretation of the collected data based on the systems used by The Fellas Ads such as Everflow of similar tracking tools.

Offercard: an overview of crucial information in regards to the offer including prohibited traffic sources, offer caps and key performance indicators (KPI’s). Affiliate can access offer cards in the Affiliate portal.

Traffic: internet users who are subject to the particular campaign of the Affiliate.

2. Agreements and warrants

2.1 The Fellas Ads acknowledge and warrants that:

1. Its tracking links will be tested thoroughly to ensure correct functionality
2. Affiliate is able to access statistics, offers and payment information through the Affiliate portal
3. Tracking links shall be shared with Affiliate to allow Affiliate to send traffic
4. Offer cards in the Affiliate portal will be displaying necessary information such as traffic restrictions, caps and KPI’s
5. Affiliate commission for qualified conversions will be paid to the Affiliate. A qualified conversion means an individual person who accesses the Affiliate’s Campaign URL and took the required action that is needed for the conversion pixel to fire is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, is not using pre populated fields completes all of the information required for such action within the time period allowed by The Fellas Ads and is not later determined by The Fellas Ads to be fraudulent, incomplete, unqualified, duplicate and not reaching the KPI’s.

2.2 Affiliate acknowledges and warrants that:

1. Information provided to The Fellas Ads regarding its marketing activities and business shall be accurate and true. The Affiliate shall notify The Fellas Ads by email if there are any changes regarding this information
2. In no way, there will be a violation of copyright, trademark, trade names or intellectual property
3. Affiliate will not engage in fraudulent, deceptive, misleading or otherwise inappropriate activities
4. Affiliate shall not modify advertising materials without prior consent of The Fellas Ads
5. Affiliate will comply with all applicable laws, rules, regulations and T&C of this IO.

3. Reporting

3.1 The Fellas Ads and the affiliate agree that:

1. The Fellas Ads will provide a sufficient reporting method for the Affiliate.
2. Campaign statistics can be found in the Affiliate portal.
3. In case there’s a discrepancy in data tracked by The Fellas Ads and the tracker of the Affiliate, data reported by The Fellas Ads will prevail.
4. In case of a deduction of Affiliate’s payment because of fraudulent or low-quality conversions, evidence shall be provided by The Fellas Ads and Affiliate’s payment can be withheld.

4. Payments
4.1 The Fellas Ads and the affiliate agree that:

1. Payments shall only be made by The Fellas Ads when the overall balance of the Affiliate is above the threshold of $500.
2. Payments shall be made in the payment term and currency as agreed upon between both parties in an IO.
3. The Fellas Adsis allowed to charge its default payment fee for transfers
4. The Fellas Ads has the right to hold Affiliate’s payment if fraudulent or low quality traffic is suspected. The network can hold the payment up to thirty (30) days after the initial payment date.
5. Affiliate will be paid by The Fellas Ads if there’s no alerts from Advertisers regarding conversion quality, KPI’s not being reached or possible fraud within 30 days after the payment date.

5. Confidentiality agreement

5.1 Affiliate and The Fellas Ads acknowledge that when working together, Affiliate may have access to sensitive and confidential information regarding the business of The Fellas Ads such as unique business methods, financial information, the identity of Advertisers, publishers, employees, pricing terms and other information which could harm The Fellas Ads if disclosed. Both parties agree to use their reasonable effort to keep this information confidential and ensure it’s not disclosed to any 3rd party unless prior written approval has been provided.

6. Applicable laws

6.1 Affiliate shall ensure marketing, advertisements, sales and other outings are in compliance with applicable laws, rules and regulations including the BCAP (Broadcast Committee of Advertising Practice) and CAP (Committee of Advertising Practice) governing the transmission of unsolicited commercial electronic mail messages or so-called spam, including Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), email and Internet-based marketing (this includes without limitation the Telemarketing Sales Rules of the United States Federal Trade Commission); as well as marketing to minors.

7. Limitation of liability

7.1 The Fellas Ads or any of its partners, Advertisers or suppliers will in no event be liable for any direct, indirect or incidental damage from the content of advertising materials, defects in the service or accessibility of service. Neither will The Fellas Ads be liable for any damage caused on Advertiser’s website by possible viruses, loss of data, wrongful implementation of links, defective landingpages, offer redirects or similar situations. The Fellas Ads has no control over and therefore shall not be responsible the actions of any Affiliate or Advertiser.

8. Modification of terms

8.1 The Fellas Ads has the right to modify the T&C of this insertion order at any time by providing the Affiliate with a notification sent by email. The changes will become effective ten (10) business days after this email has been sent. In the case that these changes are unacceptable to the Affiliate, the Affiliate party may terminate the agreement within the aforementioned period of ten (10) business days. If the Affiliate continues to work with The Fellas Ads ten (10) business days after the modified T&C have been sent, The Fellas Ads can assume the Affiliate has accepted the new conditions.

8.2 The Affiliate may not make any changes to these T&Cs in whole or part without prior written approval of The Fellas Ads. Any proposed changes must be mutually agreed upon between The Fellas Ads and the Affiliate in writing by email before these changes have effect. A decision by The Fellas Ads to not invoke its rights does not constitute a waiver of these rights.

8.3 If in any case the T&Cs may become invalid, no longer applies, is rendered obsolete or becomes unenforceable, the parties shall agree upon a necessary amendment of the IO and T&C in order to be able to continue business and achieve the interest of both parties.

8.4 In case of any fraud, low-quality conversions not meeting KPI’s, restricted or otherwise unaccepted promotional method The Fellas Ads is allowed to suspend, pause, remove, alter or in any way discontinue a campaign connected to the Affiliate.

9. Termination

9.1 Either party may terminate this agreement and cancel agreed upon terms at any time without providing a reason for such termination, by giving a 2 (two) working days’ written notice to the other party. In such case any undisputed amounts owed by the Advertiser, must be settled within 15 (fifteen) working days as from the date that the termination becomes effective.

9.2 The Affiliate hereby accepts that if it is in suspected breach of the terms specified in this document, The Fellas Ads may immediately terminate an agreement and suspend the cooperation with the Affiliate without any liability or further obligation. The Fellas Ads is allowed to share any information about the Affiliate to any law enforcement agency, government agency or individual by the aforementioned breach.

10. General

10.1 If any costs have to be made because of absolutely necessary litigation, arbitration, mediation and/or debt collection to enforce the agreements, The Fellas Ads is entitled to

reimburse the reasonable fees, costs and expenses to the fullest extent including attorneys’ and collection expenses with the Affiliate.

10.2 Neither party shall be held responsible for any direct or indirect damages, costs, losses, failure in performance of any part of this agreement caused by any act of God, act of governmental authority, computer hacks, internet blackout, computer hacking, act of the public enemy or due to war, riot, flood, tidal wave, meteor strike, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack or shortage of electrical power, failure of performance by any third party hosting service or equipment provided or maintained by others, including general performance of the Internet itself, or any other cause beyond the reasonable control of The Fellas Ads.

10.3 Parties agree that The Fellas Ads will not be subject or bound to any other IO or T&C that conflicts or amends these T&Cs without prior written approval by email, regardless of whether The Fellas Ads indicates its acceptance.

10.4 If any term of these T&Cs are held to be void, invalid or inoperative, the remaining terms of these T&Cs shall continue in effect and the invalid portion of any term shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the Parties.

10.5 Both parties are independent contractors in relation to the other parties regarding matters arising under this agreement. Nothing shall be deemed to establish an employment relationship, joint venture or partnership between both parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such right. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

10.6 The agreement shall be exclusively governed by Law of The Netherlands, without regard to conflict of laws and principles. In the event of any dispute relating to or arising from the agreement that cannot be resolved in good faith between The Fellas Ads and the Affiliate, the dispute shall be exclusively decided by the competent court in Amsterdam, The Netherlands, without prejudice to the right to lodge an appeal.