1. Approval of Publisher.
Registration with Adcombo shall not confer any right on Publisher to market or promote any Programs (as
defined under section 2) made available by Adcombo on the Site on behalf of its clients (the
"Advertisers"). Participation by Publisher in the Adcombo publisher lead generation program is subject
to review and approval by Adcombo. All prospective publishers need official approval from Adcombo before
they can become Publishers. Official approval requires meeting the criteria listed under Sections 1.1
and 1.2 below, however approval is not automatically granted upon fulfillment of said criteria. Adcombo
reserves the right to withhold or refuse approval for any reason at Adcombo's sole discretion. Once
Publisher has been accepted into the Program, Publisher's continued right to participate is conditioned
upon Publisher's ongoing compliance with all of the terms and conditions of this Agreement. Failure of
the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher from
participating in the Program. Publisher may re-qualify for program upon proof of compliance with terms
and conditions of this Agreement, subject to approval by Adcombo. Publisher shall promptly notify
Adcombo in the event of a material change in its business practices or strategy. Approval of a Publisher
can be withdrawn by Adcombo, at any time for any reason.
1.1. Minimum Eligibility Requirements.
In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution
lists (collectively the "Media") must meet the following criteria, at a minimum:
All Publishers that wish to send advertisements via email must have the consent of the consumer to send
such email and each Publisher shall maintain records evidencing such consent including, without
- I: Member opt-in date
- II: Registration source
- III: First name
- IV: Last name
- V: Address
- VI: Email address
- VII: Any other information collected and will supply such records to Adcombo within one business day
of request thereof
Unless otherwise approved in writing by Adcombo, Publishers may not offer incentives to users as means
enhance the performance of any Program (as defined below); incentives include but are not limited to
awarding them cash, points, prizes, contest entries, etc.;
Publisher websites must be fully functional at all levels; no "under construction" sites or sections;
Publisher's policies must be compliant with state and federal laws and regulations including but not
to the CAN-SPAM Act of 2003
Spawning process pop-ups are prohibited; and Such other criteria as Adcombo may from time to time
in its sole discretion.
1.2. Publisher Website Content.
The content of Publisher's Media shall be subject to Adcombo's subjective approval and must comply with
all applicable laws and regulations (including all laws respecting intellectual property rights) and, in
any event, shall not include the following:
- Pornographic material, including any material appealing to the prurient interests
- Racial, ethnic, political, hate-mongering or otherwise objectionable content;
- Investment, money-making opportunities or advice not permitted under law;
- Gratuitous violence or profanity;
- Material that defames, misrepresents, abuses, or threatens physical harm to others;
- Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb,
counterfeiting money, etc.;
- Software Pirating;
- Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to
- Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of
privacy, moral rights, music performance or other music-related rights, or any other right of any
- Any illegal activity whatsoever; and
- Links to any affiliate networks
2. Use of the Site.
2.1. The Site allows Adcombo to post offers of advertising programs sponsored by Adcombo or its
affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which
Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is
derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales,
registrations, impressions and leads. If Publisher accepts a Program, Publisher agrees to place that
Program's advertising creative (including designated "subject" and "from" lines, the Advertiser's
CAN-SPAM disclosures and any other disclosures provided therein) ("Specified Advertising Materials") on
Publisher's Media. Publisher shall display the Specified Advertising Materials exactly as they appear on
the Site and will not alter them in any way. Failure to adhere to this requirement may, in addition to
all other remedies available to Adcombo, result in termination of Publisher. Adcombo may terminate a
Program at any time, at Adcombo's sole discretion. Adcombo shall take reasonable efforts, including but
not limited to email communications, to notify Publisher of such termination. Adcombo is responsible for
displaying and administering all active Programs and tracking the payments owed.
2.2. Special Rules Governing Email Campaigns.
2.2(a). In the event that Adcombo or Publisher receives a complaint from any recipient of a Program
transmitted by Publisher, upon our request Publisher will immediately provide Adcombo with appropriate
records verifying that recipient's consent to receive email transmissions from Publisher. Such records
include, but may not necessarily be limited to, the Internet address of Publisher's opt-in/opt-out
2.2(b). Publisher may not use an advertiser's name (including any abbreviation thereof) in the
originating email address line or subject line of any email transmission.
2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification
of header information, false registrations for email accounts or IP addresses used in connection with
email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or
their email delivery providers are prohibited from relaying or retransmitting emails from a computer or
computer network that was accessed without authorization.
2.2(d). Subject lines may not be false or misleading such that it would likely mislead a reasonable
recipient as to the contents or subject matter of the message. Publisher may only use approved Specified
Advertising Materials, including subject lines available provided by Adcombo or subject lines for which
Publisher has documented approval from Adcombo.
2.2(e). Specified Advertising Materials consisting of email messages must contain clear identification.
Messages containing advertisements or solicitations must identify themselves as such, and do so by
"clear and conspicuous" means, for example, by stating in the message body "This advertisement is
brought to you by (Your Company)". Further, the sender must identify itself as the initiator and sender
of the email including company name, email and physical address.
2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give
recipients an effective means of requesting not to receive future email ads from that sender. At a
minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt
out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30
days from the date of the original email transmission.
2.2(g). All unsubscribe requests must be implemented within 10 business days from their receipt. You may
not sell or transfer an email address once someone has opted out of receiving future communications,
whether from only the advertiser or globally.
2.2(h). No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the
source of its email list. Email addresses may not be obtained by the use of a program for random
generation of email addresses, and/or "scraping" websites or online services. Publisher must have full
opt-in data for all recipients in its database.
Adcombo shall be constantly monitoring, on its own or with the assistance of third parties, the
Publishers for compliance with these Terms and Conditions, without limiting the generality of the
3.1. All Publishers will be monitored by Adcombo (or a third party retained by Adcombo for such
purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe
requests and compliance with the use of the Specified Advertising Materials. If the monitoring is done
by a third party, such third party will share all such information with Adcombo.
3.2. Each unsubscribe list furnished to a Publisher shall be separately and technologically identified
so that Adcombo will be able to ensure that each Publisher is not disseminating or otherwise using the
unsubscribe list other than in a manner required by applicable law. Publisher must not send further
emails to names already on or newly added to the unsubscribe list.
Adcombo grants Publisher a revocable, non-transferable, non-sublicensable, non-exclusive limited license
to use the Site (including any Specified Advertising Materials posted thereon) and any data, reports,
information or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or
promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program
Terms. If a Publisher also maintains its own network of publishers, such Publisher may not provide the
Program to its publishers, without the prior written consent of Adcombo. Under such conditions,
Publisher will require its publishers to agree to and comply with these Terms and Conditions. If a
Publisher fails to adhere to the foregoing requirements, in addition to any other remedies available to
Adcombo, Publisher shall forfeit its rights to any amounts owed by Adcombo to Publisher. Publisher
acknowledges and agrees that Publisher does not have, nor will it claim any right, title or interest in
the Site software, applications, data, methods of doing business or any elements thereof, or any content
provided on the Site (including the Specified Advertising Materials). Publisher may only access the Site
via web browser, e-mail or in a manner approved by Adcombo. Publisher will not attempt in any way to
alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source
codes, links, pixels, modules or other data provided by or obtained from Adcombo that allows Adcombo to
measure ad performance and provide its service. In addition, Publisher acknowledges that all non-public
information, data and reports received from Adcombo hereunder or as part of the services hereunder is
proprietary to and owned by Adcombo. If instructed to do so by Adcombo and/or if Publisher shall be
terminated by Adcombo, Publisher will immediately destroy and discontinue the use of any Adcombo data,
including Site Data, and any other material owned by Adcombo or the Advertisers.
Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of
Adcombo's clients (each such client, individually a "Client" and all such clients, collectively
"Clients") directly or indirectly via a Client's ad agency, broker or any other person or entity.
Adcombo will promptly reply in writing to any inquiries received from Publisher regarding the status of
any person or entity as a Adcombo Client so as to aid Publisher in its efforts to comply with the
non-solicitation provisions of this Agreement. Because Adcombo will be irreparably harmed by Publisher's
conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will
not be an adequate remedy for any such conduct. Publisher agrees that Adcombo shall be entitled to
injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of
this provision, to be issued by any court of competent jurisdiction upon a showing of any such violative
conduct by Publisher.
6. Participation in our Program.
Adcombo shall provide Publisher with material to create a website for the purpose of search engine
optimization, or Publisher can create its own website. In either event, no website shall be released
online, and nonsubmission, inclusion or any traffic can be sent to it, prior to Adcombo's review and
approval of it. If Publisher already has its own website, Publisher's website will be subject to
Adcombo's review and approval. Approval shall be written or by electronic submission. All Program
related websites will contain links ("Links") provided by Adcombo directing traffic to product sales web
pages served by Adcombo. Publisher's selection of entities to be included on any such website is also
subject to Adcombo's review and approval, of which shall not be unreasonably withheld. Should any of
Adcombo's Client(s) provide content which includes imbedded bots, Data Miners, links or other creative,
graphic, text or html, all content shall remain at all times the sole property of Adcombo.
Publisher agrees to comply with all applicable laws and regulations, including but not limited to, those
enforced by the Cyprus Federal Trade Commission and the state attorneys general. Failure to comply with
such laws and regulations will result in termination of a Publisher's account. Compliance shall be
determined by Adcombo at its sole discretion.
Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees
not to modify, alter, delete, or adapt the Links in any manner without Adcombo's written approval. Links
must be served from the Adcombo server, unless otherwise permitted in writing by Adcombo. Publisher
shall not take any actions to impede the action of or to disable any such links. Publisher agrees to, if
request by Adcombo, modify or alter Links or Tracking devices in the manner requested by Adcombo.
Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless
specifically instructed to do so by Adcombo in accordance with the previous sentence.
Adcombo owns all rights, title, and interest to Links and user data collected and derived through the
activities countenanced pursuant to this Agreement. Adcombo may choose to imbed certain data mining
tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be
the sole property of Adcombo. Adcombo may, from time to time, opt to share data derived from Data Miners
with Publisher to help Publisher optimize the quality of leads generated from Publisher's activities or
to otherwise improve the quality, functionality and mutual profitability of the activities of the
parties under this Agreement. If Adcombo does share data derived from Data Miners with Publisher,
Publisher agrees that this data will be used solely by Publisher for the purposes for which it is
provided to Publisher and will not be shared by Publisher with any other third party or entity without
the written approval of Adcombo. Should Adcombo choose to provide advertising creative content, web
design services or other web content of any type ("Web Content") to Publisher, Publisher shall use such
Web Content: (i) in exactly the form that it is delivered to the Publisher by Adcombo without
modification unless approved by us in writing; (ii) only in the manner expressly permitted by Adcombo in
writing and only until Adcombo shall request that Publisher discontinue its use of such advertising
creative, at which time Publisher shall discontinue such use within two (2) business days of being
requested by Adcombo to do so.
7. Deception or Fraud.
Adcombo actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is
detected as determined by Adcombo's sole discretion, Publisher's account will be made inactive pending
further investigation. Publisher accounts are flagged that, among other things:
Have click-through or conversion rates that are much higher than industry averages and where solid
justification for such higher click-through or conversion rates is not evident to the reasonable
satisfaction of Adcombo;
Have ONLY click or lead generation programs generating clicks or leads with no indication by site
traffic that it can sustain the clicks or leads reported;
Have shown fraudulent leads as determined by the Advertisers;
Have used any incentives to procure clicks or leads
Have provided leads obtained other than through intended consumer action. For instance, use of phone
books, or similar such compilations of personal data, to complete lead generation forms shall be
considered fraudulent behavior.
Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from
If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic
generation (such as pre- population of forms or mechanisms not approved by Adcombo or use of sites in
co-registration campaigns that have not been approved by Advertiser), as determined solely by Adcombo,
Publisher will forfeit its entire commission for all programs and its account will be terminated. If
Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to
take prompt action to stop the fraudulent activities, then, in addition to any other remedies available
to Adcombo, Publisher shall be responsible for all costs and legal fees arising from these fraudulent
activities. In addition, in the event that Publisher has already received payment for fraudulent
activities, Adcombo reserves the right to seek credit or remedy from future earnings or to demand
re-imbursement from Publisher.
All the campaigns, using co-registrations will be considered as fraudulent and won’t be paid.
Publisher will be paid per the terms of each Program. Adcombo shall pay any amounts due approximately 15
days after the cashout request done at the platform, less any taxes required to be withheld under
applicable law, provided that Adcombo may, in its discretion, withhold payments until such time as the
Advertiser has paid Adcombo for any Program. In addition to any other remedies that may be available to
Adcombo, in the event of any breaches by Publisher of these Terms and Conditions, Publisher shall
forfeit its rights to any amounts owed by Adcombo to Publisher. Adcombo reserves the right to withhold
or reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for
fraudulent traffic, invalid Events, technical errors, tracking discrepancies and the like. Adcombo shall
compile, calculate and electronically deliver data required to determine Publisher's billing and
compensation. Any questions regarding the data provided by Adcombo need to be submitted in writing
within 10 business days of receipt, otherwise the information will be deemed accurate and accepted as
such by Publisher. Adcombo will not pay for any Events that occur before a Program is initiated, or
after a Program terminates. Invoices submitted to Adcombo and payments made to Publisher shall be based
on the Events as reported by Adcombo. Adcombo will not be responsible to compensate Publisher for Events
that are not recorded due to Publisher's error.
The initial terms of this Agreement shall be for one year from the date of its first execution by the
last party to so execute. Upon the one year anniversary of the execution, this Agreement shall
automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days
prior to the date of any such automatic renewal, a party notifies the other in writing that it does not
wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated pursuant to the
Adcombo reserves the right, in its sole and absolute discretion, to terminate a Program and remove any
advertisements at any time for any reason, upon written notice to Publisher. Upon removal of any
advertisements, Publisher shall terminate the Program and immediately cease emailing and any traffic
involved with removed advertisement(s). Adcombo also reserves the right to terminate Publisher's access
to the Site at any time without notice.
Termination notice will be provided via e-mail and will be effective immediately, meaning, among other
things, that Publisher must immediately cease all advertising activities. All moneys then due to
Publisher will be paid during the next billing cycle, provided that such moneys were not earned in
conjunction with deceptive or fraudulent practices as determined by Adcombo at its sole discretion in
which case they will not be awarded. The representations, warranties and obligations contained in
paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of this Agreement.
In addition, all payment obligations accruing prior to the termination date shall survive until fully
11. Representations and Warranties/Covenants.
11.1. Mutual Representations.
Each party represents and warrants that: (a) it has the right to enter into and fully perform the
services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding
contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions;
and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and
regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to
the level of consumer response that will result from the Programs.
11.2. Publisher Representations.
Publisher represents and warrants as follows: Publisher's Media is currently in compliance with all
applicable laws and regulations;
Publisher's Media does not contain or promote, nor links to another website that contains or promotes,
libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content,
product, service or activity;
Publisher's database consists of only permission based opted-in e-mail addresses; and Publisher owns or
has the legal right to use and distribute all content, copyrighted material, products, and services
displayed on Publisher's Media. Publisher is compliant with all terms and conditions as set forth
11.3. Publisher Covenants.
Publisher covenants that it shall not:
- send unsolicited commercial e-mail (SPAM) (i.e., it will send commercial e-mails in connection with
any Programs to only those e-mail addresses that have consented to receive such commercial e-mails);
- post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding
any Programs unless expressly approved in writing from Adcombo;
- promote via website or link to websites containing any pornographic, racial, ethnic, political,
software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any
other content referenced in paragraph 1.2;
- use the Site in any manner other than that which is specifically contemplated herein;
- engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other
unlawful practice when marketing any Programs; and while an approved Publisher and for 180 days
thereafter, participate in any performance based advertising relationship with any Advertiser within
Adcombo's network, unless a previously existing business relationship between Advertiser and
Publisher can be demonstrated to the reasonable satisfaction of Adcombo. In this connection, both
parties agree and acknowledge that if Publisher violates its obligations hereunder, Adcombo will be
entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from
sales conducted by Advertiser through the advertising or marketing efforts of Publisher.; and
Publisher covenants that it shall:
- Conduct the web advertising campaign for Advertiser in accordance with the highest industry
- Provide within one business day after request therefrom, the IP Information, together with such
other related information that Adcombo may request. Failure to provide such information may result
in termination or suspension of the Publisher and/or the deactivation of all links in any Programs
downloaded by Publisher.
Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the
sole discretion of Adcombo, result in the immediate suspension or termination of Adcombo' relationship
with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by
Adcombo. The foregoing rights shall be in addition to any other remedies available to Adcombo. Publisher
acknowledges and agrees that Adcombo shall not be responsible for the Advertisers' violation of any
applicable laws or regulations, including, without limitation, the CAN-SPAM Act.
Publisher shall maintain and post in a conspicuous manner on all its websites involved in the Programs,
13. Customer Information; Non-Disclosure. Confidentiality.
All information submitted to Publisher by an end-user customer pursuant to a Program is proprietary
information of Adcombo, its affiliates, and/or the Advertisers. Such customer information is
confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate,
sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall
maintain such data in a secure manner, consistent with industry standards.
All information provided to Publisher hereunder shall be kept strictly confidential.
14. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this agreement, in no event shall Adcombo or any Publisher be liable to the
other for any lost profits or any special, incidental, consequential, exemplary, punitive or other
indirect damages of any nature, for any reason, whether based on breach of contract, tort (including
negligence), or otherwise and whether or not either has been advised of the possibility of such damages.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, ADCOMBO CANNOT GUARANTEE THAT THERE WILL
BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING
THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS
IS," WITHOUT ANY WARRANTY OF ANY KIND, AND ADCOMBO MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION
OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C)
THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL
ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR
THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL
'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL
FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE
USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT
MAY NOT APPLY TO YOU.
Adcombo makes no representations and warranties whatsoever, and disclaims any responsibility and
liability, regarding the content or nature of any Specified Advertising Materials or Program made
available on the Site, or any product or service advertised in connection therewith. Adcombo has no
liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms
used by Publisher to promote the client partner. Adcombo makes no representations whatsoever about any
other website which Publisher may access through the service. When Publisher accesses a website that is
not associated with and independent from Adcombo, Publisher acknowledges that Adcombo has no control
over the content of that website. Furthermore, a link to a non-Adcombo website does not mean that
Adcombo endorses or accepts any responsibility for the content or the use of such website. It is
Publisher's sole responsibility to take precautions to ensure that websites, downloads, attachments, and
other such files are free of such items as Trojan horses, worms, viruses, and other items of a
Publisher will defend, indemnify, and hold harmless Adcombo, the Advertisers, and their affiliates,
directors, employees, agents, successors and assigns from all claims, actions, losses, liability,
damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims")
arising from any breach of any of these Terms and Conditions or any Program Terms. Adcombo reserves the
right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject
to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the
Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.
15.2. Notification of Legal Action.
Publisher will immediately notify Adcombo of any current, impending, or potential legal action against
it by a third party for matters relating to email, email complaints, email deployment, and violations of
16. Force Majeure.
Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of
its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God,
fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any
other cause beyond the reasonable control of such party; provided, that the party whose performance is
affected by any such event gives the other party written notice thereof within three (3) business days
of such event or occurrence.
17.1. Entire Agreement.
These Terms and Conditions, together with the terms for each of the Programs constitute the entire
agreement between the parties and supersedes all prior agreements or understandings between the parties.
17.2 Controlling Law.
These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall
be governed by the laws of the Canada and Alberta, without giving effect to
principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby
irrevocably and unconditionally (i) submits to the general jurisdiction of the federal and state courts
located in Orange County, Florida (ii) agrees that any action or proceeding concerning this agreement
will be brought exclusively in such courts; and (iii) waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that such action or proceeding
in any such court was brought in an inconvenient court and agrees not to claim or plead the same.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any
subsequent or prior breach of the same or any other provision.
Publisher may not assign any of its rights hereunder without the prior written consent of Adcombo, which
may be withheld for any reason.
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant
to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent
permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable
according to its terms.
The parties agree that Adcombo is acting as an independent contractor in performing the Services and
that the relationship between Adcombo and Publisher shall not constitute a partnership, joint venture or
agency. Neither Adcombo nor any of Adcombo's employees or agents (collectively referred to herein as the
"Employees") (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any
authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of
17.7. No Publicity.
Publisher may not make any mention of Adcombo or any Adcombo client in any publicity materials
advertising or otherwise presenting information on your company and your services, including without
limitation listing Adcombo or any of its clients in your customer lists, without the written consent of
Adcombo, whose consent may be withheld for any reason or for no reason.
Any notice, communication or statement relating to this Agreement shall be in writing and deemed
effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by
facsimile or email; or (iii) when delivered by registered or certified mail, postage prepaid, return
receipt requested or by nationally-recognized overnight courier service to the address of the respective
party as indicated herein. In the event of material changes to this Agreement, notice shall be deemed
effective upon posting at www.adcombo.com. Notices to Adcombo shall be sent to ADCOMBO LP,
2323-32 Avenue N.E., Calgary, Alberta, T2E 6Z3, Canada.