1. a. Integrate RIGHTSWIPE's Ad Tags/Ad Formats on all relevant Advertising Assets.
2. b. Provide necessary support for integrating and testing RIGHTSWIPE's Ad Tags and Ad Formats.
3. c. Represent and warrant not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or attempt to derive source code from any technology platform, code, software, services, interface, applications, or solutions provided by RIGHTSWIPE for the provision of services under this agreement.
4. d. Ensure that the Advertising Asset does not contain any illegal or objectionable content or materials (e.g., materials that may be considered obscene, pornographic, or defamatory).
5. e. Refrain from employing improper methods, such as manual cheats, specialized programs, codes, scripts, bots, Trojans, emulators, or other fraudulent means, to deliver Objectives (Clicks, Installs, Activations, or Impressions). Objectives must result from user-initiated actions. Partner acknowledges that if any improper methods are detected or reasonably suspected, RIGHTSWIPE has the right to reject payments and terminate outstanding orders, as well as blacklist the Media Company for future business.
6. f. Participate in any joint press releases and marketing announcements with prior approval from RIGHTSWIPE.

1. a. Provide reasonable technical support to integrate Ad Tags.
2. b. Ensure that Ad Tags do not contain any objectionable content or materials (e.g., materials that may be considered obscene, pornographic, or defamatory).
3. c. Represent and warrant that Ad Tags/Ad Format/Creatives do not infringe upon any third parties' rights, including patents, trademarks, copyrights, trade secrets, licenses, or other proprietary rights.
4. d. Provide online reports or regular reports detailing the completion of Objectives such as Clicks, Installs, Activations, or Impressions, which will serve as the basis for Partner's invoicing. These reports do not limit or waive RIGHTSWIPE's rights to retrospectively report or detect any reasonably suspected improper methods used by the Media Company, which may be investigated at any time during the Term of this agreement.
5. e. Participate in any joint press releases and marketing announcements with prior approval from both parties.

1. a. Invoices will be based on confirmation from RIGHTSWIPE or actual delivery as reported by the RIGHTSWIPE Platform, adjusted for any refunds, reversals, or adjustments as applicable. Invoicing and payment terms will follow the norms of the IAB. The Partner will raise invoices to RIGHTSWIPE at the end of each month or upon receipt of number confirmation from RightSwipe, whichever is later, for all deliveries made during the previous month.
2. b. If no discrepancy is reported to RIGHTSWIPE by the Partner within seven (7) calendar days from the date of receiving campaign reports, the numbers will be considered correct and final. Any discrepancies reported within the specified 7-day period will be subject to negotiation with evidence from both Parties.
3. c. All invoices shall be paid within sixty (60) days from the date of receiving the final invoice after deducting applicable withholding tax/levy.
4. d. RIGHTSWIPE reserves the right to pursue refunds, reversals, or adjustments for any previously reported, detected, or suspected fraudulent or improper activities in accordance with this agreement. The Media Company or Partner must make the necessary adjustments as per the written demand from RIGHTSWIPE.
5. e. This Agreement supersedes all previous agreements, insertion orders, whether written or oral, between the parties regarding the subject matter of this agreement. The Internet Advertising Board - AAA/IAB Standard Terms and Conditions of Internet Advertising for Media Buys One Year or Less v3.0 section III 'c' ("IAB 3.0") will apply to all orders issued by RIGHTSWIPE to the Media Company.
6. f. Invoices will be issued with the inclusion of applicable taxes and levies as per government regulations from time to time.
7. g. If a campaign is paused, the billing will be based on the number reported by the RIGHTSWIPE platform within twenty-four (24) hours after the pause request.
8. h. The Partner is responsible for providing all necessary documents to process overseas payments from Singapore in accordance with applicable laws.
9. i. The Partner explicitly and irrevocably waives the right or claim to raise an invoice after six (6) months from the end date of the activity period for which the services were provided. The Partner acknowledges and agrees that any invoices submitted to RightSwipe after this period will be considered null and void.

Either party to this Agreement may terminate the agreement at any time, without cause and at their sole discretion, by providing thirty (30) calendar days' prior written notice to the other party. Furthermore, either party may immediately terminate this Agreement by providing written notice to the other party in the following circumstances: if the other party is in material breach or persistent breach of any provisions of this Agreement and, in the case of a breach that can be remedied, fails to remedy it within fifteen (15) calendar days of receiving written notice specifying the breach and the necessary corrective actions; or if the other party is wound up, declared insolvent, or has a liquidator appointed over its assets.

Both parties agree to indemnify and hold each other harmless against any liability, damage, expense, claim, or cost (including reasonable legal fees and costs) incurred due to a breach of terms and conditions, warranties, or any misrepresentation by the indemnifying party of its obligations and warranties. Except in cases of fraudulent or negligent misrepresentation, neither party shall be liable in contract, tort (including negligence), pre-contract, or any other representation for loss of revenues, profits, contracts, business, or anticipated savings, or for any special, indirect, or consequential losses. Notwithstanding any provision to the contrary, the total liability of both parties arising out of or in connection with this Agreement shall not exceed the total value of the order issued by RIGHTSWIPE to the partner under this Agreement, regardless of the number of claims. The parties acknowledge that this limitation of liability does not apply in cases of breach of confidentiality obligations, warranties as provided under GDPR or any other applicable Data Protection law, or infringement of Intellectual Property Rights.

Both parties agree to indemnify and hold each other harmless against any liability, damage, expense, claim, or cost (including reasonable legal fees and costs) incurred due to a breach of terms and conditions, warranties, or any misrepresentation by the indemnifying party of its obligations and warranties. Except in cases of fraudulent or negligent misrepresentation, neither party shall be liable in contract, tort (including negligence), pre-contract, or any other representation for loss of revenues, profits, contracts, business, or anticipated savings, or for any special, indirect, or consequential losses. Notwithstanding any provision to the contrary, the total liability of both parties arising out of or in connection with this Agreement shall not exceed the total value of the order issued by RIGHTSWIPE to the partner under this Agreement, regardless of the number of claims. The parties acknowledge that this limitation of liability does not apply in cases of breach of confidentiality obligations, warranties as provided under GDPR or any other applicable Data Protection law, or infringement of Intellectual Property Rights.

1. a) The Partner will maintain ownership of all copyright and other intellectual property rights ("IPR") associated with the Partner's Properties, or the IPR of its licensees.
2. b) RIGHTSWIPE will retain ownership of its IPR, provided that such IPR is not created or generated using the Partner's IPR.
3. c) During the term of this Agreement, the Partner grants RIGHTSWIPE a non-exclusive, non-sub-licensable, royalty-free, worldwide license to use, reproduce, and display the Partner's logo and branding ("Partner Marks") in the form provided by the Partner solely for marketing the Ads.
4. d) Upon the expiration or termination of this Agreement, both parties will cease using each other's IPR.

1. • Each party represents and warrants to the other that it has the necessary right, title, and authority to enter into this Agreement and fulfill its obligations throughout the term.
2. • RIGHTSWIPE warrants that it complies with all applicable laws and regulations in Singapore that are relevant to its performance under this Agreement.
3. • Both parties warrant that the use of each other's IPR will not infringe upon any third-party rights.
4. • In addition to the above, for compliance with GDPR and/or any other applicable data protection laws/regulations, the Partner provides the following warranties regarding user data exchanged with RightSwipe:

1. • The Partner will seek consent from the data subject in accordance with GDPR and/or any other applicable data protection legislation to collect, process, transmit, display, or use their personal data as outlined in the Agreement.
2. • If the data subject/user withdraws their consent to handle their personal data, the Partner will promptly notify RightSwipe within 24 hours of becoming aware of the withdrawal. The Partner will cease using, transmitting, and/or processing the data immediately after consent is withdrawn.
3. • The Partner will allow RightSwipe or any designated third party to conduct audits to demonstrate compliance with applicable provisions of GDPR and/or any other applicable data protection laws.
4. • The Partner will indemnify, defend, and hold harmless RightSwipe and its affiliates from any loss, liability, damages, costs (including legal costs), fees, claims, and expenses arising from any third-party claims resulting from a breach of GDPR or any other applicable data protection laws.

1. a. The Partner agrees that the Data Controller, Data Processor, and/or Sub-processor, along with their Affiliates, will comply with all applicable laws and regulations, including GDPR, regarding the use and processing of Personal Data.
2. b. The processing and usage of Data will be limited to the extent necessary to diligently and efficiently deliver the services as outlined in the Agreement. If required, the Data may be retained to fulfill the obligations stated in the Agreement.
3. c. The Partner agrees to process Data in compliance with applicable Data Protection Legislation for the purpose of providing the Service. This may include activities such as fraud prevention, bot detection, quality rating, analytics, enhancements, optimization, viewability, geo-location services, ad security, ad verification services, and service misuse prevention. Where applicable, the Parties may process Data in anonymized and aggregated forms.
4. d. If the Partner appoints any sub-processor:
1. 1. The sub-processor will only process Personal Data on behalf of and in accordance with the instructions of the Data Processor. The sub-processor will treat Personal Data as confidential information of the Data Processor. The Data Processor instructs the sub-processor to process Personal Data solely for the provision of the Services. The sub-processor may process Personal Data other than on the written instructions of the Data Processor if required by applicable law.
2. 2. The Data Processor instructs the sub-processor to process Personal Data in accordance with the Agreement, to provide the Services and related technical support, and to comply with reasonable instructions from the Data Processor that are consistent with the terms of the Agreement and this Addendum. The Data Processor will ensure that the instructions for processing Personal Data comply with GDPR and/or any other applicable Data Protection Legislation. If the sub-processor believes or becomes aware that any of the Data Processor's instructions conflict with Data Protection Legislation, it will immediately inform the Data Processor. The sub-processor may process Personal Data other than as instructed by the Data Processor if required by applicable law. The sub-processor will promptly notify the Data Processor of the applicable law before processing the data, as required by the applicable laws, unless prohibited from doing so by those laws.

1. a) In the event of an actual or suspected breach of Personal Data, the Partner shall:
2. b) Notify RightSwipe promptly of the breach, within 24 hours of becoming aware of or suspecting the breach.
3. c) Provide RightSwipe with the necessary details of the breach, including its nature and impact, the categories and approximate numbers of affected data subjects and personal data records, any investigations conducted, the likely consequences of the breach, and any measures taken or proposed to address and prevent its recurrence. If the Partner is unable to provide these details within the specified timeframes, it will inform RightSwipe of the reasons for the delay and provide regular updates.

The Partner, as the controller, shall:

1. i. Record and promptly inform RightSwipe (within 5 business days of receipt) of any Data Subject requests or complaints made under GDPR or any other applicable Data Protection Legislation regarding data processing, at no cost to RightSwipe.
2. ii. Provide information, cooperation, and other assistance as reasonably requested by RightSwipe in relation to Data Subject requests or complaints under GDPR or Data Protection Legislation, within reasonable timescales.
3. iii. Implement and maintain a program to ensure the safeguarding and security of all collected, processed, and transmitted Personal Data at its end.
4. iv. Implement a legally adequate privacy policy in accordance with GDPR and/or any other applicable Data Protection Legislation and comply with all other relevant compliance requirements.
5. v. Maintain, monitor, and review records of user activities, exceptions, faults, and privacy relating to the relevant Personal Data.
6. vi. Ensure ongoing production, maintenance, monitoring, review, and enhancement of information security events. vii. Configure relevant technical solutions with default settings that protect Data Subject privacy.

Upon termination, expiration of the Agreement, or RightSwipe's request, the Partner will immediately cease handling Personal Data and, at RightSwipe's choice, either return requested Personal Data to RightSwipe in the specified manner and format or destroy it. The Partner will certify to RightSwipe that it has taken the appropriate action. RightSwipe may aggregate or anonymize source data, including Personal Data, provided in connection with the Services, and use such data and contact details of the Partner's staff for operational purposes, service improvement, reporting, data science and analytics, legal compliance (including audits), fraud prevention, retention and logging, and marketing to the Partner's staff.

During the Agreement's term and for a period of one (1) year thereafter, the Partner or Media Company shall not knowingly solicit, either directly or through any third party, any Advertiser for whom it has provided services to RightSwipe under this Agreement. The Partner or Media Company shall not encourage such Advertisers to discontinue working with RightSwipe and instead work directly with the Partner or Media Company. Without prejudice to any other rights of RightSwipe under this Agreement and applicable law, if the Partner or Media Company directly solicits such Advertisers and causes them to work directly with it, the Partner or Media Company shall pay RightSwipe 50% of the revenue that RightSwipe would have otherwise earned if the Partner or Media Company had not violated this provision. During the term of this agreement and for a period of 1 year thereafter, the Partner or Media Company shall not employ, solicit to employ, or cause the solicitation of employment of any employees of RightSwipe, directly or indirectly through a third party, without the specific written consent of RightSwipe.

The parties acknowledge that neither party will be held liable for any failure to perform its obligations due to circumstances beyond their control, including acts of God, fires, explosions, telecommunication, internet or network failures, vandalism, computer hacking, storms, natural disasters, national emergencies, insurrections, riots, wars, strikes, or any act or omission of any other person or entity. In the event of such an occurrence, the notifying party will provide notice and make commercially reasonable efforts to minimize the impact of the event.

The parties agree to accept electronic communication and acknowledge that all notices, disclosures, and other communications provided electronically, via email, or through any commercially reasonable means satisfy any legal requirement for written communication.

Each party will appoint key contact(s) who will maintain regular communication during the term of the agreement to ensure compliance with their respective obligations.

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and representations, whether written or oral, between the parties. Any additions or modifications to this agreement must be made in writing and signed by both parties.

Neither party may assign its rights and obligations under this Agreement without prior written consent.

1. a. If RightSwipe Technologies (OPC) Private Limited is the entity signing the Order Form, this Agreement will be governed by and interpreted in accordance with the laws of India, without giving effect to conflict of law provisions. Any dispute or claim arising from or relating to this Agreement or any breach thereof shall be exclusively subject to the jurisdiction of the courts in Andhra Pradesh, India.
2. b. If RightSwipe TechnologiesPte. Ltd. is the signing entity, this Agreement will be governed by and interpreted in accordance with the laws of Singapore, without giving effect to conflict of law provisions. Any dispute or claim arising from or relating to this Agreement or any breach thereof shall be settled solely through arbitration in Singapore under the Arbitration Rules of the Singaporean International Arbitration Centre ("SIAC") in force at that time. The arbitration tribunal will consist of one arbitrator appointed by the Chairman of SIAC. The arbitration proceedings will be conducted in English. Subject to the above, the courts in Singapore will have exclusive jurisdiction.