Publisher Terms

JUBNA STANDARD PUBLISHER’S AGREEMENT

Last Updated & Effective Date: April 21, 2020

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS IN FULL AND VERY CAREFULLY PRIOR TO REGISTERING AS A PUBLISHER, ADVERTISER, OR USER OF JUBNA. YOUR AGREEMENT TO THESE TERMS CREATES A LEGAL BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND DIGIMENA FZE (THE OWNER AND OPERATOR OF JUBNA PLATFORM). IF YOU REGISTER FOR THE JUBNA PROGRAM OR PARTICIPATE IN THE JUBNA PROGRAM OR JOIN JUBNA PROGRAM IN ANY WAY OR FORM YOU ARE AFFIRMATIVELY STATING AND AGREEING THAT YOU ARE IN AGREEMENT WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED HEREIN.

This Agreement (the “Agreement”) is entered into by and between You and DIGIMENA FZE (“Jubna”). This Agreement shall govern the Jubna website, platform, network and the Jubna Advertisement Program (the “Program”) and Your use, agreement, and relationship with Jubna, and the Program. The Agreement consists of the Jubna’s Standard Terms and Conditions (the “Terms”), and the Jubna Compliance Policies and Guidelines, as amended and updated from time to time, which can be reviewed at https://jubna.com/en/faqs.

“Customer”, “You”, “Your”, and/or “Publisher” shall be defined as any person or entity identified in the registration and application process (or listed at the time of enrollment), as submitted by the same person, entity, affiliated persons, and/or its agent or representative acting on behalf of such person or entity, and being bound by this Agreement.

1. PROGRAM

Subject to this Agreement, the Terms, conditions, policies, guidelines or procedures that are developed, modified, or enacted by Jubna from time to time, Jubna hereby grants you the limited and revocable right of use, access, and participation in the Program. The Program gives users the ability to participate as an advertiser (“Advertiser”) of advertisement space and distribute Promotional Content across the Internet on various Publisher Media for a fee. The Program also gives certain users the ability to participate as a Publisher (website owner). The Program also gives Publishers the ability to distribute and/or list Promotional Content on their own Publisher Media.

As used herein, “Publisher Media” means websites, applications, mobile websites, mobile applications, media player(s), music player(s), video players(s), video content, music content, mobile content, or other media through or on which Promotional Content may be delivered that is owned or operated by the Publisher or on which the Publisher has the right to place Promotional Content. Promotional Content means advertisements, campaigns, offers, articles and other promotional content designed and developed by Advertisers for the purpose of placing on the Publisher Media. Participation in the Program as an Advertiser or Publisher is at your own risk.

2. PUBLISHING

Upon accessing the Jubna network or participating, registering, and/or enrolling in the Program, You affirmatively represent and warrant that You are at least 21 years of age and if representing a legal entity; you have the full capacity and authority to act and bind the legal entity, and hereby agree that Jubna may serve third party and/or Jubna provided Promotional Content, including, but not limited to, sponsored links, images, videos, ad boxes, search results, and/or referral, onto the Publisher Media.

The Publisher shall, at all times during the Term, comply with its published terms applicable to the Publisher Media, privacy and cookie policies and other disclosures. The Publisher shall further ensure that its Publisher Media includes posted privacy and cookie policies as applicable that describe in a legally sufficient manner the personal data that it collects, how it uses and shares such personal data, and how users and visitors can opt out of such use in accordance with applicable privacy laws. Specifically, Publisher agrees that: (1) as to the web-based Publisher Media, Publisher’s privacy policy shall describe the use of cookies and unique identifiers by third parties including Jubna, for interest-based advertising and analytics (whether on the Publisher Media or elsewhere), and shall provide a link to the DAA’s industry opt-out page at https://www.aboutads.info, or a link to the EDAA opt out at https://www.youronlinechoices.eu, in a manner sufficient to meet the requirements of any applicable data privacy laws; (2) as to mobile app-based Publisher Media, Publisher’s privacy policy shall describe the use on its mobile apps of SDK’s and collection of mobile ad identifiers for interest-based or cross-app advertising and analytics (whether on such mobile app based properties or elsewhere), and provide a description of how users and visitors may opt out of the collection of mobile data for cross-app advertising through device settings; and (3) for any Publisher Media targeting the European Union, Publisher shall ensure that it obtains each visitor’s freely given, specific, informed, and unambiguous consent in accordance with EU Privacy Laws, with respect to placing or accessing any Jubna cookies, web beacons, or any other unique identifiers on such visitor’s devices.

Jubna has an absolute authority to modify or suspend any of its Program features and/or capability at any time without the need for prior notification. Jubna also may modify this Agreement at any time without liability, and Advertiser's use of the Program after notice that these Terms or the Agreement has changed constitutes Advertiser's acceptance of the new Terms. Jubna, its Partners, service providers or subcontractors may reject or remove any Promotional Content for any or no reason.

3. IMPLEMENTATION

Jubna may provide You from time to time with certain technical specifications, rules, and guidelines with respect to the Publisher Media which you shall always follow and adhere to. Jubna may in its sole and absolute discretion amend, modify, or change the specifications, rules, and guidelines. Specifications may change to allow for the Program enhancements, including, but not limited to, code changes, delivery improvements, and optimization of displays, tracking, and reporting of Articles. You shall not alter the code, link, script, programming, pixel, Article, content, and/or data provided to You by Jubna without the prior express written consent of Jubna.

4. CONDUCT AND COMPLIANCE

Access and use of the Program is subject to the Terms, applicable laws and regulations of the United Arab Emirates (as defined below) and Jubna’s policies and guidelines. Publisher hereby represents and warrants that it:

• has reviewed Jubna’s policies and guidelines, which are made available here: https://www.jubna.com/ng/privacy (“Jubna’s Policy”).
• will regularly check Jubna’s Policy for updates, and shall comply with any and all such policies and guidelines applicable to its Publisher Media, as well as applicable laws and regulations of the United Arab Emirates as amended from time to time, which includes Federal Law No. 5 of 2012 on Cyber Crime, Federal Law No. 24 of 2006 on consumer protection, Federal Law No. 15 of 1980 on Publications and regulations, resolutions of the National Media Counsel of the Untied Arab Emirates and any other laws which may be applicable to the Advertiser or the jurisdiction of which the Publisher Media is targeting (“Applicable Laws”).
• is solely responsible for Publisher Media, including all content and materials, maintenance and operation thereof; the proper implementation of Jubna technical specifications; adherence to the Terms; all Applicable Laws, compliance with all terms, conditions and requirements of any source of web traffic to the Publisher Media; and any Jubna Policy.
• grant Jubna the sole and exclusive right to investigate, at its own discretion, any violation, activity, or alleged breach of this Agreement, or any engagement in any activity prohibited by this Agreement.

Furthermore, you shall not, nor shall You authorize any party to:

• use any automated means or form of scraping or data extraction to access, query or otherwise collect Jubna’s advertising related information from the Program, or any Promotional Content except as expressly permitted by Jubna.
• publish anything illegal or engage in any illegal or fraudulent business practice or is not in compliance with Jubna’s Policy or Applicable Laws.
• directly or indirectly deliver any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into or through the Program.
• alter the code, link, script, programming, pixel, and/or data provided to You by Jubna.
• interfere with or disrupt the Program or servers or networks connected to the Program, or disobey any requirements, procedures, policies or regulations associated with the Program, or forge or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Program.

5. SERVICE

Approved Publishers shall be permitted to participate in the Program and receive served Promotional Content from Jubna for publication on Publisher Media. Jubna will specify the amount and terms under which You will earn payment (“Bounties”). Bounties are generated from certain actions from visitors of the Publisher Media (“Action”) as defined by Jubna. Actions may include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads.

The applicable Action associated with each Promotional Content and/or Your account shall be set forth in the applicable terms listed on the Program and, unless otherwise specified, such shall be subject to change at the sole and absolute discretion of Jubna.

If You accept Promotional Content to run on your Publisher Media, You agree to adhere to any specific policies, procedures, and specifications associated with those Promotional Content, and operate at all times in accordance with the Term. Jubna may, at its sole discretion, change the Promotional Content or the terms of a campaign at any time, without prior notice to You. Similarly, You may cease participation in the Program at any time, unless otherwise specified in this Agreement or other terms associated with the campaign.

Jubna is responsible for displaying and administering the Program, tracking and designating associated Bounties and Actions. Program data compiled by Jubna including, but not limited to, numbers and calculations regarding Actions and associated Bounties (“Program Data”), will be calculated by Jubna through the use of tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing seven (7) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You.

Publisher understands and agrees that on occasion the Program and/or Jubna network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Jubna or which are not reasonably foreseeable by Jubna including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Publisher acknowledges and agrees that Jubna may have no control over the availability of the Program, services, and Jubna network on a continuous or uninterrupted basis.

6. SUB-PUBLISHERS

Publishers may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. For the purposes of this section, any of Publisher’s business partners or associates that participate in or 7. any activities on behalf of Publisher under the Agreement shall be considered to be a “Sub-Publisher”. Jubna reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher as set forth in the Agreement and must comply with all the terms and conditions that are applicable to Publisher under the Agreement and any and all other applicable terms required by Jubna.

Publisher is responsible for and shall fully and unconditionally indemnify Jubna for any and all actions of any of its Sub-Publishers, including the payment of legal fees and costs if necessary. Further, Jubna may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Sub-Publisher(s).

Once express approval of a Sub-Publisher has been granted by Jubna, notices to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher(s).Publisher agrees that Jubna is under no obligation to approve and/or pay a Sub-Publisher. Jubna further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Sub-Publishers breach the Agreement.

7. PAYMENT

You agree to be paid the applicable Bounty rate for each Action verified by Jubna as specified by Jubna approximately thirty (30) days after the last day of a given calendar month, for Bounties realized in that month, subject to deductions of Jubna’s expenses, including costs associated with the delivery of any traffic to advertisers which would have otherwise been blocked by ad block software.

You agree that payment for Bounties will be owed to You from the applicable Advertisers, and that corresponding payments shall be made by Jubna to You out of the funds actually collected by Jubna from the applicable Advertiser. Jubna shall have no payment obligation to Publisher where Advertiser has not remitted sufficient payments to cover the Bounties otherwise due and owing Publisher.

All Publisher accounts will be paid in the currency designated on the account or in such other currency as designated by Jubna. Notwithstanding anything contained herein to the contrary, no Bounty payments will be processed in a single instance for any amounts due Publisher that total less than USD 50 (“Payment Threshold”).

Upon termination of the Agreement, the outstanding balance due to Publishers that are actually collected from the relevant Advertiser, including amounts below the Payment Threshold, will be paid during the next billing cycle. Every Publisher account must have a unique, valid tax registration number (TRN) and/or valid government identification. Publisher is responsible for all applicable taxes (including without limitation VAT) with respect to all payments received from Jubna and will promptly provide a VAT invoice for any payments made to it by Jubna.

An Advertiser may request that Jubna, or Jubna may on its own initiative, deduct from the Bounties otherwise due and owing Publisher an amount equal to a Bounty previously credited to Publisher’s account where: (a) a return or cancellation has been made with respect to the applicable product and/or service; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (c) there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Publisher’s action, omission and/or failure to comply with the terms and conditions of the Agreement; (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or (e) there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Program Terms (collectively referred to as a (“Chargeback”).

Chargebacks requested by an Advertiser in accordance with this Section may be applied up to one hundred and twenty (120) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”). An Advertiser may request that the payment of a Bounty be postponed certain period where: (i) Advertiser is verifying a lead (for Programs in which lead generation is a component of the Action); (ii) Advertiser has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; (iii) Advertiser is granted a credit limit by Jubna or (iii) the applicable Program Terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Jubna, shall be final and binding on Publisher.

The Publisher expressly acknowledge, confirm, and agree that, at all times during the participation in the Program, Jubna specifically reserves the right to determine whether purported Actions are in fact valid and give rise to Jubna payment obligations pursuant to these Terms and Conditions and the terms of any specific campaign. This determination shall be made at Jubna’s sole and absolute discretion, and may be made in consideration of the geographic location of users or any other factors deemed relevant by Jubna in making such determination.

Jubna may agree with the Publisher on revenue share arrangement, Jubna will pay the Publisher the agreed revenue share based on “Net Revenue” which is defined as the gross revenue received by Jubna as a result of valid clicks, less adjustments for chargebacks, commissions, direct cost charged to Jubna by third party providers, discounts allowed, refunds and administrative fees, and write-offs deductions.

8. FRAUD

Jubna actively monitors traffic of Publisher Media, Actions, Bounties and other Program-related activities for attempts of fraud or any similar unlawful activities. If Jubna suspects that Your account has been used or involved in any fraud attempts or unlawful activities, Jubna may suspend or terminate your account immediately and with no notice to You pending further investigation. If You add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by Jubna, You will forfeit and refund all of the Bounties related to that Program, and Your Publisher account will be terminated immediately. Jubna reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. Jubna will hold Your Bounty-related payments in 'Pending Status' until You have satisfactorily provided evidence that demonstrates to Jubna that You have not engaged in fraud. If You are unable to provide Jubna with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your Bounties being placed in “Pending Status,” then Jubna reserves the right to terminate Your Publisher account and cancel payment on the applicable Bounties and/or claim refund of already paid Bounties, at its sole discretion and without any further obligations to You.

9. TERMINATION

Jubna reserves the right, in its sole and absolute discretion, to terminate this Agreement and/or Your access to the Program at any time for any reason, without notice to You. Upon termination, the representations, warranties and obligations of Advertiser contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. Upon termination, Publisher agrees to immediately remove from its Publisher Media any and all Promotional Content, codes scripts related to Jubna and the Program and all other intellectual property made available to Publisher in connection with the Program. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled.

You may withdraw from the Program by notifying Jubna in writing. After receipt of Your written notice of cancellation, Jubna will as soon as practically possible cease serving Promotional Content on Publisher Media. The cancellation may be subject to Program policies or the ability of Jubna to serve already sold Promotional Content on Publisher Media of other publishers. Promotional Content may be served on Publisher Media despite cancellation if cancellation occurs after any applicable commitment by Jubna, its affiliates, Partners, and/or Advertisers, in which case Publisher must continue serving until such commitments are satisfied.

10. PROMOTIONAL USE

Jubna may, from time to time, use Publisher’s and Sub-Publisher’s name and logo in presentations, marketing materials, content, lists, financial reports, Publisher Media, and search results.

11. AGENCY

If the Publisher is acting on behalf and for the account of a third party or a legal entity, the Advertiser represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Publisher represents ("Principal"), (b) as between Principal and Publisher, the Principal owns any rights in connection with content published on the Publisher Media, and (c) Publisher shall not disclose Principal's Program information to any other party without Principal's consent.

12. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• all of the information provided by You to Jubna to enroll in the Program true, accurate, correct, and current.
• you are the owner of each Publisher Media or that You are legally authorized to act on behalf of the owner of such Publisher Media for the purposes of this Agreement and the Program.
• You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder.
• You have complied and will continue to comply with all Applicable Laws, statutes, ordinances, and regulations in Your performance of any acts hereunder.
• You have a valid license to use and distribute any media content and material (including all content therein, including without limitation any articles) displayed or contained in your Publisher Media for the purposes of the Program.
• That all content and material displayed on your Publisher Media: (i) complies with Applicable Laws, statutes, ordinances, and regulations; (ii) does not breach and or infringe and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, does not offend the UAE government and its members, public decency, God, any religions or religious believes, incite hatred, racism or otherwise violent in content, doesn’t promote magic or sorcery and doesn’t contain false or fictitious information.
• that it holds and hereby grants Jubna and its affiliates, partners, and Publishers all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in the content of the Publisher Media and its content, needed for Jubna and its affiliates, Partners, and Advertisers to operate the Program (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Promotional Content, Creative, Content, or Targets) in connection with this Agreement (Agreement ("Use").
• that any Use hereunder and Publisher Media and any content and Material displayed thereon will not violate or cause to violate any Applicable Laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement and/or Publisher's account without notice and shall entitle Jubna for compensation against all damages (whether direct or indirect) caused as a result or in connection with such violation in accordance with paragraph 13 below.

13. INDEMNIFICATION

Publisher agrees to defend, indemnify and hold harmless Jubna and its Affiliates and their respective directors, officers, employees, service providers, Advertisers and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys‘ fees) (collectively "Losses") incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) Publisher‘s breach of the Agreement; (b) the content of the Publisher Media and any and all claims made therein; or (c) other content and/or material linked to from the Publisher Media other than those served through Jubna.

Jubna agrees to defend, indemnify and hold harmless Publisher from and against Losses incurred as a result of a valid claim or final judgment relating to or arising out of Jubna’s breach of the Agreement.

If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section 13 unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.

14. JUBNA AND PUBLISHER’S RIGHTS

Jubna owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Jubna’s ad serving technology, search technology, referral technology, marketing technology, marketing strategies, code, programming, strategies, and features, including implied licenses, and excluding items licensed to Jubna from third parties and excluding any third party media player that may comprise the Program or its Services), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Program, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.

You will not remove, obscure, or alter Jubna’s copyright notice, features, trademarks, symbols, or other proprietary rights notices affixed to or contained within any Jubna’s services, software, or documentation (including without limitation the display of any Jubna’s or third party Promotional Contents).

"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighboring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

In the event it is necessary to integrate Publisher API, the Publisher grants to Jubna a non-exclusive, non-transferable, revocable right and license, without the right to sublicense save for partners and service providers, to use the API for the sole purpose of the API Integration. Jubna will not transfer or disclose, in whole or in part, access to any API, or any proprietary specifications, to any third party save for partner and service providers whose use is necessary for such integration. The API provided to Jubna under this Agreement is owned by Publisher, and/or its third party suppliers and licensors. This license confers no title or ownership in such materials and is not a sale of any rights to such materials. Publisher reserves all Intellectual Property Rights with respect to the API not expressly granted to Jubna hereunder.

15. INFORMATION AND DATA COLLECTION

Notwithstanding anything to the contrary contained in this Agreement, Jubna shall have the right to use and disclose data transmitted through or otherwise derived from Your use of the Program at its discretion: (i) to perform its obligations under this Agreement, (ii) to operate the Program, including providing information and analytics to Advertisers, (iii) to disclose campaign statistics and performance reporting about purchases made through the Program, (iv) for analytical and modeling purposes, (v) as required by court order, law or governmental/semi-governmental body or regulatory authority, (vi) for forecasting, internal business operations and to improve its product offerings, or (vii) as otherwise permitted by You.

In addition, You grant Jubna the right to access, index and cache all data, creatives, information, or any portion thereof, by automated means including Web spiders or crawlers.

Publisher understands that the Program collects aggregated and non-personally identifiable data relating to users use of the Program, including, but not limited to, non‐personally identifiable information provided by users in response to Promotional Content ("Derivative Data"). Derivative Data, including all modifications thereto, is and shall be the sole and exclusive property of Jubna.

The Publisher understands that Jubna may collect Personally identifiable information in the course of registration of users and/or the general operation and management of the Program (“Personal Information”). The Publisher hereby consent to Jubna’s collection and processing of such Personal Information provided that Jubna shall:

• ensure that it has in place reasonable appropriate technical measures, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Information.
• ensure that all personnel who have access to and/or process Personal Information are obliged to keep the Personal Data confidential.
• not transfer any Personal Information unless in accordance with Applicable Laws or with the prior written consent of the Publisher.
• notify the Publisher without undue delay on becoming aware of a Personal Information breach.
• at the written direction of the Publisher, delete or return Personal Information and copies thereof to the Publisher on termination of the Agreement unless required by Applicable Law to store the Personal Information.

16. DISCLAIMER AND LIMITATION OF LIABILITY

In no event shall Jubna be liable to you or any third party (including, without limitation, any persons obtained through your marketing efforts) for and the Publisher shall hold Jubna harmless against any damages of any kind arising from your use of the Jubna network, the Program, Publisher Media, underlying content and material displayed thereon or Creative on or through a the Publisher Media, including, but not limited to, special, indirect, incidental, punitive and/or consequential damages, even if Jubna has been advised of the possibility of such damages. Jubna’s maximum aggregate liability to Publisher and any third party under any and all circumstances shall be whichever is lower of: (a) one hundred US Dollars (USD 100); or (b) if applicable, total charges paid to Jubna during the period of 6 months preceding to the occurrence of Jubna’s liability event. The Publisher acknowledges that the foregoing damages limitation is reasonable and enforceable.

The Jubna network, code, script, Program, affiliate partner and Promotional Content, ad serving, and the services of the Program are provided on an "as is" and "as available" basis and all warranties, express and implied, are disclaimed (including, without limitation, the disclaimer of any warranties of merchantability, non-infringement of Intellectual Property and/or fitness for a particular purpose).

The Jubna network, the Program, code, script, and/or content provided by Advertiser may contain bugs, errors, problems or other limitations. Jubna has no liability, whatsoever, to Publisher, Principal, or any third party, for Publisher’s use of, or inability to use, the Jubna network, the Program, and/or the service and serving of Promotional Content on the Publisher Media, or services and Jubna disclaims any and all warranties, express and implied, that Publisher’s use of same will be uninterrupted or error-free or that the program or any of the services will be available to Publisher.

Jubna makes no representation or warranty with respect to any results obtainable through the Jubna network, the Program, and/or the service and serving of Promotional Content on the Publisher Media, and/or Publisher’s partner’s and affiliates underlying sites or services.

No advice or information, whether oral or written, obtained by Publisher from Jubna and/or any Advertiser , partner, and/or affiliate by and through the Jubna network, and/or the Program shall create any warranty, representation and/or guarantee not expressly stated in the Agreement.

17. ASSIGNMENT

Jubna may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Jubna, which may be withheld for any reason, and any attempts to do so shall be null and void.

18. SEVERABILITY WAIVER

If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

19. MODIFICATION

This Agreement is subject to changes, modifications and/or amendments from time to time by Jubna. You will be notified by email, a notice on Jubna’s website or by any other means, with any changes in the Terms of the Agreement and you shall review these changes as instructed in the relevant notification. If you do not agree to all or part of the changes you should withdraw immediately from the Program or refrain from the use of any services offered by Jubna under the Program. By continuing the use and access of the Program and Jubna website following the notice, you agree and consent to any such changes made to the Terms.

20. CONFIDENTIALITY

"Confidential Information" means any information disclosed to You by Jubna, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Jubna; (b) becomes publicly known and made generally available after disclosure to You by Jubna other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Jubna as shown by Your files and records prior to the time of disclosure.

Jubna’s Program rates, Bounties and other information indicated as confidential are considered “Confidential Information.” You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Jubna’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Jubna immediately upon Jubna’s request.

21. FORCE MAJEURE

Jubna shall not be liable to Advertiser by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Jubna.

22. MISCELLANEOUS

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the delivery system, Jubna’s Network, and/or the Program. You may not take any action that imposes an unreasonable or disproportionately large load on the Jubna infrastructure. You agree that any unauthorized and/or unlawful use of the Jubna’s Network, the Program, Service, and/or Code will result in irreparable injury to Jubna for which monetary damages would be inadequate. In such an event, Jubna shall have the right, in addition to any and all other remedies granted or available to it under this Agreement and/or by operation of law, to immediate injunction against You.

23. RELATIONSHIP

Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.

24. NOTICES

All notices shall be sent to the address submitted by You when You sign up for the Service and, if to Jubna, to the address listed in the Contact section of the Jubna website.

25. GOVERNING LAW AND JURISDICTION

Any Dispute or claim arising out of or relating to this Agreement or the relationship resulting in or from this Agreement shall be settled by Courts of Dubai and shall be subject to Laws of the UAE as applied in the emirate of Dubai.