Publisher Terms & Conditions

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between MGine Digtial LLC ("MGine Digital LLC " or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a MGine Digital LLC affiliate). The terms and conditions contained in this Agreement apply to your participation with ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by MGine Digital LLC or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Sign up as an Affiliate

   You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

2. Obligations of both Parties

   Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, MGine Digital LLC agrees as follows:

   1. We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
   2. We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by MGine Digital LLC and (v) is not later determined by MGine Digital LLC to be fraudulent, incomplete, unqualified or a duplicate.
   3. We will pay you any Commissions earned monthly, provided that your account is currently greater than $50. Accounts with a balance of less than $50 will roll over to the next month, and will continue to roll over monthly until $50 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
   4. Payment for Commissions is dependent upon Clients providing such funds to MGine Digital LLC, and therefore, you agree that MGine Digital LLC shall only be liable to you for Commissions to the extent that MGine Digital LLC has received such funds from the Clients. You hereby release MGine Digital LLC from any claim for Commissions if MGine Digital LLC has not received such funds from the Clients.
   5. MGine Digital LLC shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by MGine Digital LLC in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to MGine Digital LLC in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide MGine Digital LLC with Affiliate's reports within three (3) days after 30th day of the calendar month, and if MGine Digital LLC and Affiliate's reported statistics vary by more than 10% and MGine Digital LLC reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then MGine Digital LLC and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then MGine Digital LLC numbers shall govern.
   6. If Affiliate has an outstanding balance due to MGine Digital LLC under this Agreement or any other agreement between the Affiliate and MGine Digital LLC, whether or not related to the Affiliate Program, Affiliate agrees that MGine Digital LLC may offset any such amounts due to MGine Digital LLC from amounts payable to Affiliate under this Agreement.

   Affiliate also agrees to:

   1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
   2. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that MGine Digital LLC informs you that it considers objectionable (collectively, "Objectionable Content").
   3. Not make any representations, warranties or other statements concerning MGine Digital LLC or Client or any of their respective products or services, except as expressly authorized herein.
   4. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by MGine Digital LLC or Clients or a part of the Program Web Site, without prior written permission from us.
   5. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
   6. Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
   7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to MGine Digital LLC and Clients for use as intended by MGine Digital LLC and Clients.
   8. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by MGine Digital LLC or Client, or as required by applicable laws regarding such Offers.
   9. Make sure to not place MGine Digital LLC ads on any online auction platform (i.e. eBay, Amazon, Taobao, etc).

   The following additional program-specific terms shall apply to any promotional programs set forth below:

   1. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of MGine Digital LLC. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. MGine Digital LLC will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to MGine Digital LLC at contact@mgine.net. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
   2. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to MGine Digital LLC pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the MGine Digital LLC network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to MGine Digital LLC pursuant to this Agreement or otherwise.
   3. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by MGine Digital LLC in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
   4. Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to MGine Digital LLC the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of MGine Digital LLC in the Network upon written notice from MGine Digital LLC. Unless MGine Digital LLC has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by MGine Digital LLC, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
3. Consensus of Confidentiality

   Except as otherwise provided in this Agreement or with the consent of MGine Digital LLC, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

4. Limited License & Intellectual Property

   We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
   You may not alter, modify, manipulate or create derivative works of the Links or any MGine Digital LLC graphics, creative, copy or other materials owned by, or licensed to, MGine Digital LLC in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of MGine Digital LLC’s trademarks, service marks, copyrights, patents or trade secrets. You agree that MGine Digital LLC may use any suggestion, comment or recommendation you choose to provide to MGine Digital LLC without compensation. All rights not expressly granted in this Agreement are reserved by MGine Digital LLC.

5. Termination

   This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all MGine Digital LLC or Client intellectual property, and will cease representing yourself as a MGine Digital LLC or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

6. Amendments

   In addition to any other rights and remedies available to us under this Agreement MGine Digita LLC reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) MGine Digital LLC determines that you have violated this Agreement, (ii) MGine Digital LLC receives any complaints about your participation in the Affiliate Program which MGine Digital LLC reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, MGine Digital LLC reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

7. Counter-Spam Policy

   You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to MGine Digital LLC for approval by sending it to your MGine Digital LLC representative and upon receiving written approval from MGine Digital LLC of your email the email may be transmitted to third parties.
   It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon MGine Digital LLC’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon MGine Digital LLC’s approval.

8. About Fraud

   You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. MGine Digital LLC shall make all determinations about fraudulent activity in its sole discretion.

9. Representations and Warranties

   You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, MGine Digital LLC represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to MGine Digital LLC’s own business operations or MGine Digital LLC’s proprietary products or services.

10. Modifications

    In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, MGine Digital LLC may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from MGine Digital LLC to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

11. Independent Investigation

    You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

12. Mutual Indemnification

    Affiliate hereby agrees to indemnify, defend and hold harmless MGine Digital LLC and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or MGine Digital LLC or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
    MGine Digital LLC hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that MGine Digital LLC is not authorized to provide you with the Links.

13. Disclaimers

    THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, MGINE DIGITAL LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MGINE DIGITAL LLC DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. MGINE DIGITAL LLC EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. MGINE DIGITAL LLC DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

14. Limitation of Liability

    IN NO EVENT SHALL MGINE DIGITAL LLC BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF MGINE DIGITAL LLC. IN NO EVENT WILL MGINE DIGITAL LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT MGINE DIGITAL LLC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. MGINE DIGITAL LLC'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY MGINE DIGITAL LLC IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

15. Governing Law & Miscellaneous

    Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by MGine Digital LLC to enforce the terms of this Agreement. This Agreement contains the entire agreement between MGine Digital LLC and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that MGine Digital LLC shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether MGine Digital LLC "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without MGine Digital LLC prior written consent. MGine Digital LLC may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

Data Protection Addendum

Effective Date of Data Protection May 25, 2018

We refer to the affiliate Terms located at “Agreement” which You have accepted to avail Mgine Digital LLC’s advertising services as a affiliate (referred as “You” or “affiliate”).

Until 25 May 2018, the Data Protection Act 1998 (the “DPA”) is the key piece of legislation governing data protection. The General Data Protection Regulation (the “GDPR”), is a new piece of legislation which will largely supersede the DPA on 25 May 2018. The GDPR will then apply to the processing that is carried out under the Agreement for any Personal Data related to Data Subjects in the European Union (“EU”).

The GDPR requires data processing contracts – such as the Agreement – to contain additional provisions regulating the processing Personal Data of Data Subjects based on EU. Therefore, the parties agree to add the data protection Segment, set out below to the Agreement with effect from 25 May 2018 (the “Variation Date”). These terms of the data protection Segment shall be deemed to be incorporated within the Agreement.

This data protection Segment makes reference to the “Model Contract Clauses”, produced by the European Commission, which are incorporated into this data protection Segment as if they had been set out in full. The full legal name for the Model Contract Clauses is: “The EU-controller to Non-EU/EEA processor model contractual clauses annexed to European Commission Decision C(2010)”.

GENERAL TERMS

Except as set out in this data protection Segment, the Agreement and any other agreements already in place between us shall continue in full force and effect; In the event of any conflict or inconsistency between this data protection Segment and the terms and conditions of the Agreement, this data protection Segment shall prevail; and To the extent that this data protection Segment does not address project-specific data mechanics or specific details relevant to data processing already set out in the Agreement (such as a particular type or frequency of data transfer), those project specific mechanics will remain in place, save that they shall be interpreted to give full effect to the provisions of this data protection Segment and the GDPR.

This data protection Segment (including the Model Contract Clauses, particularly at clauses 9 and 11.3) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation (a “Claim”) shall be governed by and interpreted in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any Claim.

Please accept or sign and return the data protection Segment to acknowledge your agreement of these terms.

If you do not accept these terms, we will discontinue any EU user related transactions with your applications/mobile websites. Additionally, please do not share any EU user data with us. However, if you continue to use our services, you will be deemed to have accepted these terms.

DATA PROTECTION

Definitions:

“Controller”, “Data Subject”, “Personal Data”, “Processor” “Processes/Processing” shall each have the meanings given in the applicable Data Protection Legislation.

“Data Protection Legislation” means the European Union’s General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including, where applicable, the mandatory guidance and codes of practice issued by the United Kingdom’s Information Commissioner.

“Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Personal Data transmitted, stored or otherwise processed. “affiliate” is the organization to whom this letter is addressed.

MUTUAL OBLIGATIONS WHEN PROCESSING DATA:

Each party acknowledges that:

Mgine Digital LLC shall Process the Personal Data for the purposes of (a) optimizing mobile online advertising campaigns across its ad network whether owned, operated or controlled by Mgine Digital LLC including but not limited to the programmatic channel; (b) interest based targeting of Mgine Digital LLC ad campaigns or other survey based services; (c) data-targeted ad inventory forecasting; (d) providing its customers, partners and relevant third parties with data as part of campaign reporting and performance (e) enrichment, creation of audience profile/segments including sharing with data partners for enrichment purposes. affiliate further acknowledges that Mgine Digital LLC may need to transfer Personal Data outside of EU in the context of Processing.

• the processing shall continue, for the duration of this agreement;
• the processing concerns the following Personal Data:
• user device identifier;
• IP address;
• User-agent or such device information;
• Fine location;
• Persistent online identifiers (such as IDFA, ADID, GPID etc.,)

It is acknowledged that both Parties are under certain recordkeeping obligations under the Data Protection Legislation, and agree to provide the other Party with all reasonable assistance and information required by the other Party to satisfy such record keeping obligations.

In the event of any Personal Data breach (actual or suspected) involving the affiliate or a sub-Processor, the affiliate shall (at no cost to Mgine Digital LLC):

• notify Mgine Digital LLC of the Personal Data breach without undue delay (but in no event no later than 24 hours after becoming aware of or first suspecting the Personal Data Breach);
• provide Mgine Digital LLC without undue delay (and wherever possible, no later than 48 hours after becoming aware of or first suspecting the Personal Data Breach) with such details as Mgine digital LLC may require in relation to:
• the nature and impact of the Personal Data Breach, including the categories and approximate numbers of Data Subjects and Personal Data, records concerned;
• any investigations into such Personal Data Breach;
• the likely consequences of the Personal Data Breach; and
• any measures are taken, or that the affiliate will take to address the Personal Data Breach, including to mitigate its possible adverse effects and prevent the re-occurrence of the Personal Data Breach or a similar breach, provided that, (without prejudice to the above obligations) if the affiliate cannot provide all these details within such timeframes, it shall, before the end of this timeframe, provide Mgine Digital LLC with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased), and give Mgine Digital LLC regular updates on these matters.

CONTROLLER REQUIREMENTS

Joint Controller Requirements: The Parties shall, in their respective capacities as joint Controllers:

• at no cost to the other Party, record and then refer to the other Party promptly (and in any event within 5 Business Days of receipt) any Data Subject request or complaint which is made under Data Protection Legislation in relation to the affiliate’s processing;
• at its cost and expense, provide such information and cooperation and other assistance as a Party reasonably requests in relation to a Data Subject request or complaint made under Data Protection Legislation within the timescales reasonably required by Mgine Digital LLC;
• implement and maintain a program to ensure that all Processing at its end and transmission of Personal Data is safeguarded and secure;
• implement a legally adequate privacy policy in accordance with the Data Protection Legislation, and enact all other compliance requirements as applicable to the affiliate’s business;
• maintain, monitor and review records of user activities, exceptions, faults and privacy in relation to the relevant Personal Data; and
• ensure information security events are produced, maintained, monitored and reviewed on an ongoing basis.
• ensure that the affiliate’s relevant technical solutions are configured such that the default settings protect Data Subject privacy;

affiliate Requirements: affiliate shall:

• seek consent from the Data Subject to the standard required by the Data Protection Legislation to collect, Process, transmit or use their Personal Data as contemplated by the Agreement including as enumerated in section MUTUAL OBLIGATIONS WHEN PROCESSING DATA;
• in the event that the consent to handle Personal Data is withdrawn by the Data Subject, the affiliate shall notify Mgine Digital LLC without undue delay (but in any event no later than 24 hours after becoming aware of the consent being withdrawn);
• allow for audits conducted by Mgine Digital LLC or another auditor mandated by Mgine digital LLC for the purpose of demonstrating compliance by the affiliate with its obligations under the Data Protection Legislation and under this Agreement;
• indemnify, defend and hold harmless Mgine Digital LLC against and from all loss, liability, damages, costs (including legal costs), fees, claims and expenses arising out any third party claims which Mgine Digital LLC may incur or suffer by reason of any breach of this data protection Segment by the affiliate;

Mgine Digital LLC DATA ANALYTICS

The affiliate acknowledges that Mgine Digital LLC:

• will add the Personal Data it processes in the context of its advertising services, and in respect of such use Mgine Digital LLC is a joint Controller; and
• is free to use meta-data, statistics and such other information derived from the Personal Data it receives from the affiliate which cannot be identified as originating or deriving directly from such Personal Data and cannot be reverse-engineered by a third party such that it can be so identified, for any purpose whatsoever.

MODEL CONTRACT CLAUSES

When You are a Controller, the Model Contract Clauses require us to set out more detail about what data You are transferring to us and why, as well as how we keep that data secure. We have set this out in the sections below.

Description of our data processing for You

In the event when either party Processes Personal Data on behalf of the other the parties will execute appropriate data processing agreement.

Description of security measures

• Restriction of access to buildings, data centers and server rooms as necessary.
• Adequate locks on all doors.
• Monitoring of unauthorized access.
• Written procedures for employees, contractors, and visitors covering confidentiality and security of information.
• Restricting access to systems depending on the sensitivity/criticality of such systems.
• Use of password protection where such functionality is available.
• Maintaining records of the access granted to which individuals.
• Ensuring prompt deployment of updates, bug-fixes and security patches for all systems.

Additional Provision

The illustrative indemnity contained in the Model Contract Clauses is deemed deleted.
You will not provide any unsolicited data related to Data Subjects with us.



By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 24-05-2018.