TERMS AND CONDITIONS

TERMS AND CONDITIONS
This agreement (“Agreement”) is effective as of the “Effective Date” between “Advertiser”, with offices located at Maxpointmedia Technology (“Client”), situated in Chuc Son Town, Chuong My District, Hanoi, Vietnam. Considering the premises and promises outlined herein, both parties agree to the following terms:
I. ACCEPTANCE AND REJECTION OF CONVERSIONS
A. Notification of Pauses/Changes: Notifications regarding pauses or changes should be communicated via email at least 48 hours in advance.
B. Conversions Based on Advertiser’s Statistics: Conversions, leads, or installs will be determined based on the Advertiser’s statistics. Any discrepancies will be resolved amicably and accurately using date, time, IP addresses, and conversion ID.
C. Charging for Valid Conversions: Maxpointmedia will charge for valid conversions and disapprove invalid ones. In the event of a rejection, the Advertiser must provide reasons and a detailed sub_id report of rejected users within 5 days of the billing period’s end. Failure to do so will result in the conversions being deemed valid. Traffic denial reports must include specific details (IPs, Date, Customer information, sub_id, Reason).
D. Final Confirmation and Payment Responsibility: If the Advertiser fails to send the final confirmed numbers by the due date, all numbers will be accepted unconditionally after 5 business days. Advertisers are responsible for timely payments as agreed upon in this contract. Late payments will incur a charge of 1% of the total bill amount per day. Non-compliance with the contract terms will result in the Advertiser bearing all legal and damage costs.
II. PAYMENT
A. Amendment Rights: Advertisers have the right to amend agreements to better suit mutual interests. Failure to adhere to the signed agreement will result in penalties under the laws of the cybersecurity alliance of Vietnam and the relevant countries. Unresolvable disputes will be adjudicated by the global community under International law.
B. Dispute Resolution: In disputes, advertisers must provide all relevant customer data for clarity. Claims must be well-founded with specific reports. Verbal or unspecified accusations are considered baseless.
C. Dispute Timing: Disputes must be raised within 5 business days. Failure to provide evidence within this period will lead to unconditional acceptance of figures and payment obligations.
D. Confirmation and Payment Schedule: Specific deadlines for confirmation and payment based on the payment terms (Net60, Net45, Net30, Net15, Bi-weekly, Weekly) are outlined.
III. NON-ASSIGNABILITY AND RESALE
Assignment of rights or obligations under this Agreement is not permitted without the other party’s written consent, except in cases of ownership transfer due to mergers, consolidations, or asset sales.
IV. WARRANTY DISCLAIMER
Except for the explicit warranties provided herein, no further warranties are made regarding the services or information provided. Media partner disclaims all implied warranties, including those of merchantability and fitness for a particular purpose.
V. LIMITATION OF LIABILITY
Media partner’s liability for damages related to this Agreement will not exceed the fees paid by the client, excluding any special or indirect damages.
VI. INDEMNIFICATION
Both parties agree to indemnify each other against any third-party claims related to the services provided, intellectual property violations, or breaches of agreement terms.
VII. AUTHORITY
Both parties warrant that they have the authority to enter into and execute this Agreement.
VIII. AGENCY
If an agency signs this Agreement on behalf of a client, both are jointly liable for its obligations. The agency must have full authority to act for the client.
IX. FORCE MAJEURE
Neither party is liable for delays or non-performance caused by uncontrollable events such as natural disasters, strikes, or material shortages.
X. CONFIDENTIALITY
Confidential information must be kept secret for three years from the Effective Date, unless disclosure is legally required.
XI. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of Vietnam and is subject to the exclusive jurisdiction of the courts of Amsterdam. Amendments require written consent from both parties.
XII. TRAFFIC SOURCE RESTRICTIONS
Traffic from iframes and autosubscription is prohibited. Violations will result in non-payment for sales.