Terms for advertisers – Coupon campaigns (Mexico entities)

This agreement is between you, the Advertiser (“Advertiser”), and IRONB MEXICO SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, a company registered and incorporated in Mexico City (“Admitad” or the “Company”).

1. Introduction

1.1 Admitad agrees to provide the Advertiser with the ability to submit Coupons (as defined below) for distribution through the Admitad Partner Network, as defined herein, subject to your compliance with the terms and conditions of this Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf regarding the use of the Admitad Partner Network, will be bound by this Agreement and agree to comply with it.

2. Definitions

In this Agreement, the terms listed below shall have the following meanings, unless otherwise stated:

– “Admitad Partner Network” – refers to the website(s), platform, program, system, and all related tools provided by Admitad that enable the Advertiser to promote its products and campaigns.

– “Program” – refers to a program (campaign, offer) created by the Advertiser within the Admitad Partner Network to promote a specific product and/or service.

– “Publisher” – refers to a media partner or affiliate who is enrolled in the Admitad Partner Network and agrees to promote the Advertiser’s products and/or services by placing Coupons on their internet resources.

– “Advertiser” – refers to a business that chooses to promote its own products and/or services in the Admitad Partner Network in accordance with the terms of this agreement.

– “Coupons” – refers to specific, pre-established codes that identify the promotions of a product, brand, or service generated by the Advertiser, intended to attract interest, participation, and sales. Coupons come in the form of promo codes, discount codes, or other promotional materials that have the necessary code/number for tracking purposes and are aimed at internet users utilizing the coupon on the Advertiser’s website. Coupons may have a corresponding image or logo, and for the purposes of this Agreement, the mentioned code along with the corresponding images/logos (if any) will be considered Coupons.

3. General Provisions

3.1. This Agreement will become effective when the Advertiser accepts it using the interface elements on the Admitad Partner Network screen. The date the Advertiser accepts the Agreement will be the “Effective Date,” unless there is an agreement/insertion order signed between the Advertiser and Admitad referencing this document – in that case, the date on the signed agreement/insertion order will be the “Effective Date.” The Agreement will remain in force unless terminated in accordance with this Agreement.

3.2. All information provided by the Advertiser to Admitad must be accurate and truthful to the best of their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information updated. Failure to provide accurate information may result in account termination as described in this Agreement.

3.3. Admitad reserves the right to reject applications, and acceptance of any advertiser is subject to Admitad’s sole discretion. The Advertiser consents to Admitad using the Advertiser’s data and Personal Data to carry out necessary checks to confirm the Advertiser’s identity, suitability for (and the suitability of the Advertiser’s websites) the Admitad Partner Network, and any other matter related to the Advertiser’s application and, once accepted by Admitad, related to their activities and role as an Admitad Advertiser.

3.4. If the Advertiser is accepted into the Admitad Partner Network, they will be required to complete a Know Your Customer (KYC) validation. This may involve submitting a tax residence certificate, company registration document, and/or other similar documents.

3.5. KYC Documentation is kept privately by Admitad and will be reviewed and assessed by Admitad’s compliance team, which has full discretion to assess whether the provided documentation is genuine and acceptable. Admitad reserves the right to request additional documentation in any specific Advertiser case and reserves the right to reject the Advertiser.

3.6. The Advertiser must also provide a billing address to the Admitad Partner Network. This address will be subject to verification by Admitad’s compliance team.

3.7. The Advertiser may be required to perform a test bank transaction for validation purposes, which amounts will be accounted for future Admitad services.

3.8. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or understanding, oral or written, between the parties regarding the subject matter hereof. Only a written document signed by representatives of both parties, including but not limited to the corresponding insertion order or agreement, can change, modify, or amend the terms of this Agreement.

4. Relationship

4.1. From the Effective Date of this Agreement (“Effective Date”), the Advertiser agrees to be bound by the terms and conditions and to pay, and the Company agrees to provide, the services identified and set forth in the Agreement (“Services”).

4.2. The Advertiser acknowledges that Admitad may legitimately require all information, assistance, and cooperation from the Advertiser to fulfill its obligations concerning its binding contract.

4.3. The Parties confirm that only the Coupons submitted to Admitad by the Advertiser through the Admitad Partner Network or electronic communication means will be used.

4.4. Subject to the terms of this Agreement, the Advertiser will be allowed to create a Program in the Admitad Partner Network.

4.5. Unless otherwise agreed, the Advertiser is required to promote the Program on the homepage of their website and provide a link to the Admitad website for potential Publishers to apply.

4.6. The Advertiser agrees to be solely responsible for the Coupons, their content, their validity, the conditions of their use and/or application, and the provision of information about such conditions to Admitad, as well as how they are being used by Publishers to promote the Advertiser’s products and/or services.

4.7. The Advertiser is solely responsible for the content of their website and the products and/or services promoted and/or sold from that website (including but not limited to their compliance with all applicable laws regardless of the Advertiser’s location). Admitad shall not be liable, under any circumstances, for the practices of any specific Advertiser or Publisher, nor for the content of their websites, Coupons, publications, emails, or other communications using the Admitad Partner Network, and Admitad shall have no liability (whether in contract, tort, negligence, or otherwise) for the same.

4.8. The Advertiser shall indemnify and hold Admitad harmless against all expenses and costs (including without limitation, legal costs), arising from claims, losses, damages, defamation, and payments or consequences for awards or judgments suffered or incurred by Admitad in connection with the content of the Advertiser’s website, Coupons, publications or emails, or similar communications, and the products and/or services promoted and/or sold from the Advertiser’s website, including without limitation, any and all claims, losses, damages, and settlements against Admitad concerning the non-compliance of the Advertiser’s website, its content, and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.9. The Advertiser shall compensate Admitad if, without Admitad’s knowledge and consent, it enters into direct cooperation with the Publisher(s) acquired by Admitad during the Program’s course. The grace period between the Publisher’s resignation from cooperation through the Admitad Partner Network and the start of direct cooperation with the Advertiser is six months. In case of establishing direct cooperation with a Publisher without meeting the specified grace period, the Advertiser shall pay Admitad compensation equivalent to the amount of commission the Publisher received in the last six months of activity in the Program. This provision does not apply if the Publisher(s) provide(s) the Advertiser with a different range of activities on a different commission model than the activities carried out in the Program.

4.10. The Advertiser acknowledges that Admitad will not accept responsibility for undesired actions and traffic from the Publisher originating from the Advertiser’s Program(s) based on the Advertiser’s configuration. To execute the Coupon Program/Coupon Redemption Program, the Advertiser must enable traffic from coupon websites (Publisher resources).

4.11. The Advertiser agrees to defend and hold harmless Admitad for any complaint, claim, demand, arbitration, infringement, administrative order, restriction, judgment, seizure, or preventive measure that may be initiated due to any breach by the Advertiser.

In the same vein, it shall cover expenses and costs and indemnify Admitad for any damage, impairment, loss, act of nuisance, or impact resulting from the above.

4.12 The Advertiser’s Program Details are the details of the Advertiser’s Program, and any Program shall be contained within the Advertiser’s Program listing in the Admitad Partner Network. The Advertiser shall independently fill in the data about their Program. In case of changing the Advertiser’s Program Details, the Advertiser shall contact Admitad by email at the following address: advsupport@admitad.com with no less than five business days’ notice. The Advertiser’s Program segmentation and specifications will be published after review by the Admitad Partner Network. Any update or revision of the Advertiser’s Program may trigger a new verification by the Admitad Partner Network. Notwithstanding the foregoing, nothing contained in the Advertiser’s listing may conflict with this Agreement, and any conflicting terms and conditions shall be void.

For the avoidance of doubt, only Coupon Programs/Coupon Redemption Programs may be launched under this Agreement.

4.13. The placement of Coupons within the Admitad Partner Network is at the sole discretion of Admitad and its Publishers. Admitad does not guarantee that the Advertiser’s Coupons will be available through any specific part of the Admitad Partner Network, when the Advertiser’s Coupons will be placed, or the placement and location of the Advertiser’s Coupons. Admitad reserves the right to reject any Coupon for any reason at any time. Admitad reserves the right, at any time, to remove any of the Advertiser’s Coupons if Admitad determines (at its sole discretion) that the Coupon or any element thereof violates any of Admitad’s policies/terms or may result in liability for the Admitad Partner Network. The failure to reject any Coupon by Admitad shall not be construed as acceptance of the Coupon, nor shall it nullify other provisions of the Agreement, specifically with respect to liability.

4.14. The Advertiser grants Admitad and the Publishers a non-transferable, royalty-free, worldwide license to display all trademarks, logos, service marks, trade names, and/or copyrighted material and all other intellectual property rights of the Advertiser for the limited purposes of promoting its Coupon Program/Coupon Redemption Program, including but not limited to displaying the Advertiser’s trademarks, logos, service marks, trade names, and/or copyrighted material during the placement of Coupons and/or execution of the Coupon Program/Coupon Redemption Program. This is subject to the terms and conditions of this Agreement. Admitad shall have no responsibility and shall assume no liability for any costs, damages, or losses incurred by the misuse or improper distribution of these resources.

The Advertiser releases Admitad from liability and agrees to defend and hold it harmless for any claim, complaint, infringement, or legal action initiated due to the use of the intangible rights mentioned in this clause, whether by a third party or the competent authority.

4.15. The Advertiser agrees to maintain the validity of the Coupons, the possibility of using the Coupons on the Advertiser’s internet resources, and the accuracy of the terms/conditions of use of the Coupons. The Advertiser acknowledges that the Coupons are the sole measure of leads/sales.

4.16. The Advertiser must notify Admitad at least seven business days before any change that may affect the Parties’ rights and obligations under this Agreement. If any action by the Advertiser leads to the deactivation or invalidity of the Coupons, the Advertiser agrees to compensate the Publishers based on their average performance in the Program during the two weeks preceding this issue. Additionally, the Advertiser will pay Admitad a Commission on any compensation payment made to Publishers for lost earnings.

4.17. Admitad reserves the right to remove the Program from the list of available coupon programs/coupon redemption programs if the Advertiser does not resolve any irregularities or other issues affecting the Publishers within seven business days of receiving a notice.

4.18. The Admitad Partner Network may contact the Advertiser by email, phone, postal mail, SMS, social networks, and other possible communication means to obtain feedback related to the service under this Agreement and/or for marketing purposes related to other services of Admitad group entities.

4.19. The Advertiser shall be solely responsible for complying with all applicable laws in all relevant jurisdictions, including sanctions and regulations.

5. Fees and Reports

5.1. The Advertiser shall pay a fee to Admitad for the Services provided according to the Service Details agreed upon in the Admitad Partner Network and the final data agreed upon by the Parties. The Advertiser agrees to pay the fees according to the applicable tariff, plan, or subscription option selected in the Admitad Partner Network. The Advertiser acknowledges and agrees that not all technical options and other features of the Admitad Partner Network may be available under the selected tariff, plan, or subscription option for Coupon Programs/Coupon Redemption Programs due to the specific nature of such Programs. The Advertiser agrees to refer to their personal account in the Admitad Partner Network for all available functionalities.

5.2. For the purpose of lead confirmation, the Admitad Partner Network will also provide a monthly report to the Advertiser by email before the fifth day (in case of a holiday or weekend, postponed to the first business day after the holiday or weekend) of the month following the reporting month, and the Advertiser shall promptly confirm the numbers. If the Advertiser does not confirm the numbers within thirty days, the Admitad Partner Network may suspend the Advertiser until confirmation or other data is provided. If the Advertiser does not confirm the numbers within ninety business days after the day the Admitad Partner Network sent the monthly report, all leads shall be considered approved and payable.

5.3. One hundred percent (100%) of the amount payable for the accounting period shall be paid within fifteen business days from the billing date. The Advertiser agrees to pay the commission for the payment transfer.

5.4. Any tax applied to either Party shall be borne by the respective Party, in accordance with applicable tax laws in the governing jurisdiction. All fees due to Admitad under this Agreement shall be exclusive of VAT. If VAT is applicable, such VAT shall be borne by the Advertiser. Fees paid by the Advertiser to Admitad shall be made free from any deduction, transfer, or withholding of VAT. If a reverse charge mechanism applies, or if the Advertiser needs to withhold VAT in the country where it is registered for VAT, the Advertiser shall provide a VAT number to Admitad and be responsible for accounting and paying such VAT to the relevant tax authorities. All fee payments due by the Advertiser to Admitad under this Agreement shall be made without set-off, counterclaim, or deduction, unless strictly required by applicable law, e.g., due to a legal requirement to withhold taxes.

5.5. In case of delay, Admitad has the right to request, and the Advertiser is obliged to provide within five business days from the request date, their financial statements (balance sheet, income statement, and cash flow statement) for the last three years, including the current year.

5.6. All sales made by the Advertiser to customers/internet users who have applied Coupons shall be considered final once the period for returning the Advertiser’s product/service has passed and the customer/internet user’s order has not been returned or rejected. The remuneration for all final sales shall be payable to Admitad without exceptions.

6. Fraud

6.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any act committed through fraud or deception by the Advertiser, Publishers, and/or internet users/consumers. Moreover, the Advertiser agrees to pay Admitad in full for all services rendered under this agreement, regardless of any fraudulent activity by the consumer or Advertiser.

6.2. Admitad will use reasonable efforts to identify and stop any fraudulent activity by Publishers. However, the Advertiser must use reasonable efforts to monitor Publisher activity and apply appropriate termination procedures immediately if the Advertiser believes a Publisher is engaged in fraudulent activities. Admitad shall have no liability to the Advertiser (whether in contract, tort, negligence, or otherwise and howsoever arising) for any loss, cost, claim, damage, or award incurred by the Advertiser in respect of any fraudulent activity by the Publisher or internet user/consumer.

6.3. Misuse, deception, or intentional sabotage by the Advertiser, as determined by Admitad, shall be considered a material breach of this Agreement and may result in the immediate termination of the Advertiser’s account and this agreement.

7. Indemnity

7.1. The Advertiser shall hold Admitad, the Admitad Partner Network, its Publishers, and their respective directors, officers, employees, and agents harmless from and against any costs (including without limitation, legal costs), awards, damages, claims for damages, or other claims for compensation arising from: the Advertiser’s breach of any and all applicable laws in all jurisdictions; any claim by Publishers and internet users/customers of the goods and/or services supplied by and/or sold by the Advertiser, as well as the validity of the Coupons, the terms of use of the Coupons, the impossibility of applying the Coupons, but not limited to; claims, arbitrations, and/or judgments from any authority regarding the supply of the Advertiser’s goods and/or services and/or website content; the Advertiser’s website content or any incorrect information given to Admitad by the Advertiser; any infringement or possible infringement of third-party intellectual property rights. The Advertiser shall also indemnify Admitad for: any other damage, loss, or cost caused by the misuse, negligent, or unauthorized use of Admitad’s services; technical problems or data loss caused by the Advertiser on the Admitad and Advertiser’s websites.

8. Limitation of Liability

8.1. To the extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence, or otherwise and howsoever arising) for any loss, liability, cost, expense, and claim (including but not limited to direct, indirect, or consequential losses, loss of profits, loss of contracts, loss of reputation and interest, fines, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising from or in connection with: defects in the service; interruptions in service accessibility; data breaches or data loss in the information management system; security system defects or viruses or other harmful software components; any third-party action.

8.2. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence, or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures arise as a result of events beyond Admitad’s reasonable control, including without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.

8.3. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence, or otherwise and howsoever arising) for any configuration error of the Program in the Advertiser’s accounts. It is the Advertiser’s responsibility to ensure the Advertiser’s Program is properly configured, including all Program settings within an Advertiser account.

9. Termination

9.1. Either party may terminate this Agreement or an insertion order/agreement by giving thirty business days’ written notice to the other party, unless otherwise stipulated in the applicable tariff, plan, or subscription option selected in the Admitad Partner Network. Any accrued but unpaid payment obligations shall survive the termination of the Agreement. In the event of termination, the Advertiser shall allow thirty business days for Programs to be deactivated in the Admitad Partner Network and Coupons to be removed, and the Advertiser shall be responsible for paying the accrued fees during those thirty business days.

9.2. Admitad may terminate this Agreement immediately at any time after the Advertiser’s acceptance into the Admitad Partner Network if the Advertiser does not meet Admitad’s requirements or fails to provide the documentation requested by Admitad or as reasonably determined by Admitad, including (but not limited to) any malpractice, late payment of commissions or Advertiser Fees, or any breach of these terms. Admitad shall provide reasonable notice of such termination when possible.

9.3. Without prejudice to any right that has accrued under this Agreement or any of its rights or remedies, Admitad may terminate this Agreement immediately at any time by notice to the Advertiser in the event of any of the following:

9.3.1. In the specific circumstances set out in this Agreement.

9.3.2. The Advertiser commits a breach of this Agreement, or engages in any act that violates morality, integrity, or human dignity, or commits or tolerates acts of discrimination in its Programs towards users or third parties.

9.3.3. Any insolvency event occurs, including (but not limited to) the Advertiser being unable to pay its debts, making arrangements with creditors, a liquidation or bankruptcy petition being filed, an executor, trustee, or liquidator being appointed.

9.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, the conduct of all or a substantial part of its business.

9.3.5. The Advertiser’s website is inoperative.

9.3.6. There is a change in control of the Advertiser’s account or the related business.

10. Confidentiality

10.1. The Advertiser or Admitad may provide the other party with information that is confidential and proprietary to that party or a third party, as designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort, than it uses to protect its own confidential information, to maintain the confidentiality and protect any proprietary interest of the disclosing party.

10.2. The receiving party agrees not to disclose the confidential information without the express prior written consent of the other party in each case. The term “confidential information” shall not include information that is, or becomes, part of the public domain through no action or omission of the receiving party; that is available to the receiving party from third parties without the receiving party’s knowledge of any breach or violation of fiduciary duty, or that the receiving party has in its possession before this Agreement.

11. Final Provisions

11.1. 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 and construed in accordance with the laws of Mexico without regard to its conflict of laws rules or principles.

11.2. In the event that any dispute arises and cannot be amicably resolved by the Parties, the controversy or claim shall be resolved by the courts domiciled in Mexico City.

11.3. The Advertiser’s use of the Admitad Partner Network is irrefutable acknowledgment by the Advertiser that they have read and accepted each of the terms and provisions of this Agreement.

11.4. Admitad reserves the right to modify and update this agreement at any time by posting written notice of the changes on the Admitad Partner Network or by email.

11.5. The Advertiser’s use of the Admitad Partner Network after changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with changes to the Agreement implies the termination of this Agreement, as well as the termination of work with the Admitad Partner Network.