This agreement is between you, The Media Partner (“Media Partner”); and Cielo Digital S.R.L, registered and incorporated in Costa Rica with a register office at Plaza Real Cariari Autopista General Cañas, Cruce de San Antonio de Belén, San Jose, Costa Rica, 40104 with a registered company number 3-102-812797 (“Olavivo”, “Olavivo.com”, “Olavivo Network”).

1. Introduction

1.1. Olavivo.com is a technology platform which aims to introduce advertisers and distributors of products to affiliate marketing companies and individuals for the intention of promoting the advertisers or distributor’s products and services online.

The Affiliate / Media Partner / Publisher is a single user, or representative of a larger organization that wishes to use the Olavivo.com technology platform and service in order to promote products or services from an Advertiser in order to earn a commission for a specified action.

Olavivo.com will allow access to its platform to the Media Partner and the Media Partner shall utilize the platform on the terms and conditions of this agreement.

2. Interpretation

In this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

• “Network” – means the proprietary website(s), platform, program, system, tracking system and all the related tools that provided by Olavivo that enables a Media Partner to promote products or services from an Advertiser in order to earn a commission for a specified action.

• “Campaign” – A Campaign / Offer created by the Advertiser inside the Olavivo Network to promote a specific product and/or service.

• “Media Partner” – A marketing Media Partner / Publisher or Affiliate who is signed up to the Olavivo Network and agrees to promote the Advertiser’s products and/or services.

• “Advertiser” – An individual or business that chooses to promote either their own products and/or services on the Olavivo Network in accordance with these terms and agreements.

• “IO” – means the insertion order to be agreed in writing between the Parties following the Commencement Date and any further service levels the Parties may from time to time agree in writing.

• “Marketing Materials” – means online marketing and advertising materials being fully owned by the Advertiser or the Media Partner for example – Page, Funnel, Ad, Newsletter, Email Template, Banner, Picture, GIF, Text Ad, Video, or any other type of online marketing and advertising materials.

• “Media Partner Site” – A website being fully owned by the Media Partner which is being used for promoting Olavivo’s Campaigns and Offers.

• “Media Partner Tracking Link” – A specific internet / tracking link that contains the Media Partner’s unique ID in the Olavivo Network. All internet traffic through these links is deemed as being supplied by the Media Partner.

• “Sale / Conversion” – An action that indicates a triggered successful transaction / conversion by Olavivo’s network in favor of the Media Partner who promotes the Advertiser’s specific Campaign.

• “Commission, Media Partner

• Payment or Payout” – The amount payable to the Media Partner by Olavivo Network, based on each successfully tracked action is set out in clause 5.

• “Payout Rate” – The `Payout Rate is the rate of commission, either a fixed sum or calculated as a percentage of the value of the proceeds for each Sale, which Olavivo agrees to reward the Media Partner, following completion of each Sale / tracked Conversion generated by Olavivo’s Media Partner and in accordance with Olavivo tracking system and the IO signed by the parties.

• “Private Media Partner Payout” – A Private Media Partner Payout is a private or exclusive commission rate set by Olavivo and given to a specific Olavivo Media Partner which has not been advertised or publicized on Olavivo’s network.

• “Tracking Codes/Pixel” – This is the programming Media Partner’s code required to be added to the Olavivo tracking system in order to track “Successful Actions” and transfer specific data, based on the Media Partner’s needs.

• “Customer” – An individual / end user who submits their information by using a marketing material tool provided by the Advertiser or Media Partner (including the Media Partner’s website).

3. Commencement

3.1. This Agreement shall come into force upon the final signature date of this agreement by both parties, or alternatively once the Media Partner clicks on the ‘Click to Action/Create My Media Partner Account’ button via the signup process at the Olavivo.com site. Once this contract enters into effect it shall remain until and unless terminated in accordance with clause 3.2 or any breach of this agreement by the Media Partner.

3.2. Either party may terminate this Agreement upon giving at least thirty (30) days prior written notice to the other party in order to terminate the Agreement.

3.3. Following termination, any traffic that passes through a Media Partner Tracking Link of the terminated Media Partner account will be handled by Olavivo’s discretion, or blocked completely by Olavivo. Please see clause 8 for additional applicable provisions.

3.4. If the Media Partner is accepted into Olavivo’s Network, all the information that the Media Partner provides in clause 3.1 must be accurate and true to its knowledge at the time of submission. It is the sole responsibility of the Media Partner to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in clause 8.

3.5. Approval and acceptance of a Media Partner is at the sole discretion of the Olavivo Network and Olavivo reserves the right to refuse any applications for various reasons. The Media Partner hereby consents to Olavivo using the Media Partner’s details and Personal Data for the purposes of carrying out any checks that it considers to be necessary to confirm the identity of the Media Partner, its suitability for (and the suitability of the Media Partner’s Website/s) for the Olavivo Program / Network and any other matter which is connected to the Media Partner’s application and, whenever subsequently accepted by Olavivo is connected to its activities and role as a Olavivo Media Partner.

3.6. If the Media Partner is accepted into the Olavivo Network he will be required to complete a Know Your Customer (KYC) validation. This involves the submission of 2 forms of valid compliance documentation from the following lists (1 from each);

3.7. Photo Identification (Passport, Driving Licence or Government Issued Identification Card).

3.8. Address Verification (Utility Bill (on letter headed paper and dated within the last 3 months) or Bank Statement (on letter headed paper and dated within the last 3 months)).

3.9. Company Registration Document (if payments will be made of a company instead of an individual).

3.10. KYC Documentation is held privately by Olavivo and will be reviewed and assessed by Olavivo’s compliance team who have full discretion on evaluating whether documentation provided is both genuine and accepted. Olavivo reserves the right to request further documentation in any specific Advertiser’s case.

3.11. Media Partnerss will also be required to provide a billing address when registering to Olavivo’s Network, the billing address can be for an individual or company but must match the address on the documentation provided in 3.8 This address will be verified by the Olavivo compliance team.

3.12. The “Media Partner – Terms and Conditions”, as published in the Olavivo.com website agreement [Thereinafter referred to as “Olavivo T&C”], is an integral part of this agreement. In the event of any conflicting terms, statements or conditions between this agreement and the Olavivo T&C, the latter shall overcome.

3.13. The Media Partner is dimmed to have read and accepted the Olavivo T&C before engaging in any campaign on the Olavivo network.

4. Relationship

4.1. Olavivo.com posts Advertiser Campaign and Offers and associated Marketing Materials on Olavivo Network. Approved Media Partners shall be permitted to use and download the relevant Marketing Materials: (a) for publication on the Media Partner’s website and/or any other website published with, owned, operated and/or controlled by the Media Partner (b) for distribution in e-mail messages sent to those email addresses listed in the Media Partner’s database and/or any other database affiliated with, owned, operated and/or controlled by the Media Partner and/or (c) other approved marketing channels.

4.2. Olavivo will specify the Media Partner’s payout rate for every successful Conversion in accordance with the IO signed by the parties and determined by Olavivo’s tracking system.

4.3. Olavivo may, at its sole discretion, change a campaign at any time, upon prior notice to the Media Partner, unless otherwise specified in the Campaign Terms and IO signed by the parties. Similarly, The Media Partner may cease participation in a previously accepted campaign at any time. Olavivo is responsible for displaying and administrating all active Advertiser’s Campaigns and tracking associated Media Partner’s Payouts and Conversions.

4.4. Campaign’s Data including, but not limited to, terms, numbers and calculations regarding Actions and associated Media Partner’s Payouts, will be calculated by Olavivo Network through the use of industry standard tracking technology and shall be final and binding on the Media Partner.

4.5. Media Partner understands and agrees that on occasion the Service and/or Olavivo 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 Olavivo or which are not reasonably foreseeable by Olavivo 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. Olavivo will attempt to provide the service on a continuous basis. However, Media Partner acknowledges and agrees that Olavivo has no control over the availability of the service and the Olavivo Network on a continuous or constant basis. Terms of this Agreement are subject to Olavivo hardware, software, and bandwidth traffic limitations. Olavivo’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement.

4.6. Only Media Partner Websites, Media Partner E-mail distribution lists and other marketing channels that have been reviewed and approved by Olavivo may be utilized in connection with Olavivo’s Network and Service. Olavivo reserves the right to withhold, refuse or withdraw approval of any websites, email distribution lists and/or marketing channels for any reason, whatsoever, in Olavivo’s sole discretion.

Nevertheless the foregoing, Olavivo’s policies, specifications and/or recommendations with respect to any websites, email distribution lists and/or marketing channels used by the Media Partner should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists and/or marketing channels comply with applicable law. Olavivo does not represent or warrant that that such policies, specifications and/or recommendations are legally compliant or appropriate. Olavivo assumes no obligation and hereby disclaims any liability for the Media Partner’s use of and/or reliance upon any such policies, specifications and/or recommendations.

Media Partner shall not alter, modify or otherwise change the marketing materials, or any Creatives-related feature, that it obtains access to in connection with any Olavivo’s campaign or Offer in any manner whatsoever, without Oalvivo’s prior express written consent. Unless otherwise specified in the applicable Campaign or by Olavivo, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Marketing Materials shall be made by the Media Partner.

Notwithstanding the foregoing, Media Partner must comply, immediately, with any and all requests by Olavivo to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Marketing Materials. Media Partner also shall not run any deactivated Marketing Materials after the Advertiser or Olavivo on the behalf of the Advertiser has posted new Marketing Materials to run in lieu of such deactivated Marketing Materials for the applicable Advertiser Campaign. MEDIA PARTNER AGREES TO REVIEW THE AVAILABILITY OF MARKETING MATERIALS THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE MEDIA PARTNER’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS NO LONGER AVAILABLE IN THE OLAVIVO NETWORK. OLAVIVO ASSUMES NO RESPONSIBILITY TO NOTIFY MEDIA PARTNER WHEN SPECIFIC MARKETING MATERIAL IS NO LONGER AVAILABLE ON THE OLAVIVO NETWORK. In addition, Site integration tags / codes and Tracking Pixels included in the Marketing Materials or otherwise incorporated may not be altered under any circumstances. Olavivo employs a testing system to ensure that the Media Partner has not removed or altered the Tracking Pixels. Altering, removing, changing or disabling Tracking Pixels may jeopardize the Media Partner ability to be paid for Conversions and would be grounds for immediate termination of the Media Partner account, with or without notice.

4.7. Olavivo may not review all content on a Media Partner’s Website. The Media Partner will remain solely responsible for his website content and the goods and/or services promoted and/or sold from that website, including, without limitation, compliance of the same with all applicable local laws in each of the geographies within the Media Partner’s reach.

4.8. Olavivo is not responsible, under any circumstances, for the practices of any specific Advertiser or Media Partner or for the content of their websites, posts, or emails or other communications using the Olavivo Network or anything related to Olavivo, and Olavivo shall have no liability (whether in contract, tort, negligence or otherwise) for the same.

4.9. The Media Partner shall compensate Olavivo against all costs (including, without limitation, legal costs), claims, losses, damages and awards suffered or incurred by Olavivo in relation to the Media Partner Website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from the Media Partner website including, without limitation, any and all claims, losses, damages and awards against Olavivo in respect of non-compliance of the Media Partner Website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.10. The Media Partner agrees not to do any one or more of the following activities:

4.10.1. Link to any website that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or wares, or anything similar to or a variation of, the above;

4.10.2. Violate any applicable privacy laws regarding physical or digital data/records; and/or

4.10.3. Engage in any illegal activity of any type;

4.10.4. Offer any goods or services which are not permitted by law, or link to a website(s) that does so;

4.10.5. Engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or break other applicable laws regulating commercial email and digital communications;

4.10.6. Introduce directly any virus, malware, worms, Trojan horses, key-loggers, spyware, or any other software with the intention of damage the property of others or breaking any applicable information security laws.

4.10.7. Distribute, sell, leak or in any way distribute data which the Media Partner are in possession of without the express consent of the information owner including data obtained via the Olavivo network and campaigns.

4.11. Sub Referrals – Olavivo’s Sub Referral Program allows Media Partners who are already registered with Olavivo to refer new Media Partners to Olavivo’s Network. The existing Media Partner will have a link that can be given to the new Media Partner to register with Olavivo Network. Once the registration and approval process is complete, the new Media Partner can begin promoting Campaigns in the Olavivo Network. For every conversion made by the referred / new Media Partner, the existing Media Partner who referred the new Media Partner will receive a small percent from Olavivo’s Profit (the actual profit amount that Olavivo made from the new Media Partner’s conversions only) and for 365 days maximum (from the date that the New Media Partner was referred to Olavivo by the existing Media Partner). The sub-referral percentage will be set, changed or modified at the sole discretion of Olavivo Network only. Olavivo reserves the right to not accept new referrals offered by the Media Partner. The reason for such refusal could be but not limited to, a case where the party referred is already a registered partner with Olavivo.

5. Fees & Payments

5.1. The Media Partner will earn Payouts / Commissions for successful Sales / Conversions made through a Campaign as outlined in this agreement and the signed IO by the parties.

5.2. Olavivo payment models: CPA (Cost Per Action), CPS (Cost Per Sale) CPL (Cost Per Lead), CPC (Cost Per Click), CPM (Cost Per Mille) , CPI (Cost Per Install) and Rev-Share (Revenue Share).

5.3. Media Partner Payment Timeframe – Weekly / Biweekly / Monthly payment terms are based on the IO signed by both parties. On each Monday, an invoice will be generated that covers the current outstanding costs due to be paid to the Media Partner by Olavivo Network.

5.4. All Media Partner’s accounts will be paid in US dollars ($USD).

5.5. Media Partner shall be responsible for all applicable taxes.

5.6. In order for a payment to be issued all the following clauses must be true for each account the Media Partner’s controls or payment will not be made on that account;

5.6.1. Media Partner account is active.

5.6.2. Compliance documents have been provided, verified, and approved at Olavivo’s discretion.

5.6.3. The Media Partner Account is registered to the same individual/company that payments are being issued to.

5.6.4. Payment amount due exceeds the minimum payment threshold of $250.

5.6.5. The service/product for which the payment is due was agreed upon in a specific IO that was signed between the Media Partner and Olavivo.

5.7. Media Partner agrees that his Payout for successful Conversions will be owed to the Media Partner from the applicable Advertiser, and that corresponding payments shall be made by Olavivo to the Media Partner out of the funds actually collected by Olavivo from the applicable Advertiser. Olavivo shall have no payment obligation to a Media Partner where Advertiser has not remitted sufficient payments to cover the Media Partner’s Commission otherwise due and owing Media Partner.

5.8. Media Partner shall have the right to pursue any and all legal actions directly against any Advertiser that has not made funds available to pay sums due and owing to Media Partner for commissions earned in connection with a particular Campaign.

5.9. Upon termination of this Agreement, all legitimate moneys due to a Media Partner that are collected from the applicable Advertiser, even amounts below the Payment Threshold, will be paid during the next billing cycle.

5.10. Olavivo may, on its own initiative or following a request made by an Advertiser, offset sums of money from the Media Partner’s account that are equal to former payments made by the Advertiser and/or Olavivo in the following cases:

5.10.1. a return or cancellation has been made with respect to the applicable product and/or service;

5.10.2. there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order;

5.10.3. there are Actions that do not comply fully with the terms of this Agreement and a specific IO, including where the applicable non-complying Action is not the result of Media Partner’s Action, omission and/or failure to comply with the terms and conditions of this Agreement;

5.10.4. there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action;

5.10.5. there is any failure on the part of Media Partner to comply with this Agreement and/or the applicable Campaign terms (collectively referred to as a “Chargeback”). Chargebacks requested by an Advertiser in accordance with this Section may be applied up to thirty (30) days after the end of the month in which the applicable Media Partner’s payment was earned (“Chargeback Period”).

5.11. An Advertiser may request that the Media Partner’s payment will be postponed for one (1) payment cycle where: (i) Advertiser is verifying a lead (for campaigns 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; 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 Olavivo, shall be final and binding on the Media Partner.

5.12. If Olavivo has any evidence (determined at its discretion) that a Media Partner has breached or violated the terms of this Agreement or the IO signed by both parties then Olavivo reserves the right to withhold payments until the situation has been fully investigated. This may ultimately result in the termination of the account and indefinite suspension of the funds. Neither Olavivo nor the Advertiser will be liable (financially or otherwise) for any loss incurred by the Media Partner as a result of this decision.

5.13. If the Media Partner account is requested to be closed with a positive balance and if the statements in clause 5.6 are true, the Media Partner may be, at Olavivo’s discretion, eligible for a payout of his remaining fees / Commission. In this situation, Olavivo will apply an administration fee to the payout to be determined at the sole discretion of Olavivo.

5.14. By accepting this agreement, the Media Partner acknowledges they are responsible for full Dormancy Fees in relation to their account. Dormancy fees apply to an affiliate account where funds have been present for 6 months but the Affiliate hasn’t made any actions during that period. After 6 months from the last conversion date with no activity in the account, Olavivo has the right to remove funds and obtain them.

5.15. No payout shall be payable to the Media Partner for any Conversions or Actions secured otherwise than in accordance with the terms of this Agreement and /or for any actions or transactions which are not genuine or which involve the use of fraudulent means including but not limited to any of those methods set out in clause 6 and if Commission has been paid to the Media Partner before Olavivo becomes aware of circumstances giving rise to this clause, the provisions of clause 5.15 shall apply to enable Olavivo recovery of all Commission paid to the Media Partner for Actions or transactions referred to in this clause.

5.16. In the case of evidence being provided that the Media Partner has been paid out for fraudulent, spam or falsified traffic, Olavivo will issue an invoice for those sums to be paid back by the Media Partner. Olavivo reserves the right to withhold future payments to the Media Partner in case this invoice is not paid in order to retrieve this sum. In addition, in such case Olavivo shall have the right to offset any sums owed by the Media Partner to Olavivo from the Media Partners’ sums received and/or held by Olavivo.

6. Fraud and Sales Verification

6.1. If the Advertiser or Olavivo deems that fraudulent activity has taken place by the Media Partner account (As an example fraudulent activity shall also include, but shall not limited to, any use of COVID -19 Pandemic/public figure/celebrities/public groups or organizations without a proper and valid permit in writing to do so), Olavivo shall notify the Media Partner of the nature of the fraud. Olavivo in this case may but is not obligated to provide the following: the customer’s unique identifiers – User Transaction ID, User IP, Click ID and the Fraudulent activity data from the Advertiser. The Media Partner shall identify and eliminate the fraudulent source within 24 hours from the time notified. If the Media Partner cannot cease the fraudulent activity, Olavivo will terminate and block the Media Partner’s account immediately.

6.2. Any actions, clicks or Sales that are sent by a Media Partner that are deemed as Fraudulent by either the Advertiser or Olavivo will be Voided within the Olavivo Network. The Media Partner will absolutely not be paid out for these Actions and by accepting this agreement the Media Partner grants the Advertiser and Olavivo unlimited capacity to use the information available and allocate a Fraud status to any/all actions performed through the Olavivo Network. Neither Olavivo nor the Advertiser will be held liable (financially or otherwise) for any loss incurred by the Media Partner as a result of this decision.

6.3. If the Media Partner add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by Olavivo, the Media Partner will forfeit all of the Commissions related to that Campaign, and the Media Partner account will be terminated effective immediately. In addition, Olavivo shall reserve the right to apply in this case the measures defined in clause 6.1 of this agreement hereinbefore.

6.4. In case of a suspicion of fraudulent behavior it is the OBLIGATION of the Media Partner to prove to Olavivo that it has NOT engaged in fraud. Olavivo will hold the Media Partner’s related payments in ‘Pending Status’ until the Media Partner has satisfactorily provided evidence that demonstrates to Olavivo that the Media Partner has not engaged in fraud. If the Media Partner is unable to provide Olavivo with satisfactory evidence that the Media Partner has not engaged in fraud within three (3) days of the Media Partner’s commissions being placed in “Pending Status,” then Olavivo reserves the right to terminate the Media Partner account and cancel payment on the applicable Commissions, at its sole discretion and without any further obligations to the Media Partner.

6.5. The Media Partner may be required to provide evidence to the Olavivo compliance team of how and where they have been promoting a specific Campaign. Evidence requested may include, but is not limited to; website URLs, screenshots of ad placements, URLs of associated blog or social media accounts, email templates and email list sizes.

6.6. All information provided to Olavivo’s compliance team must be accurate to the best of the Media Partner knowledge, if any information is found to be false or purposeful deceptive the Media Partner will be in breach of this agreement which could result in account suspension or termination as outlined in clauses 7 and 8.

6.7. By accepting this agreement, the Media Partner grants Olavivo the right to pursue recovery of any funds already paid out that are subsequently identified as fraud in line with clauses 6.1-6.6 of this agreement. In the case of fund recovery being necessary Olavivo may deduct funds from the Media Partner’s current balance, raise a separate invoice, which should be paid in 7 days, or pursue legal action to recover unpaid funds. The Media Partner will be liable for the payment/recovery of these funds without exception.

7. Account Suspension and Termination

7.1. Media Partner account may be suspended or terminated under any breach of this agreement or the signed IO by the parties. Olavivo reserves the right to terminate an account at any time without limitation. Including but not limited to the following common causes:

7.1.1. Olavivo is made aware that the Media Partner supplied false information during his sign-up process.

7.1.2. Olavivo determines (at its sole discretion) that fraudulent actions have originated from the Media Partner’s account.

7.1.3. An unpaid invoice is held against the Media Partner’s account for voided fraudulent activity.

7.1.4. The Media Partner was not reachable on the given contact information on his account.

7.1.5. The Media Partner failed to complete KYC compliance steps.

7.1.6. The Media Partner was reported to be breaking any local, international or other applicable laws or regulations in the process of his promotions of a Campaign.

7.1.7. The Media Partner has a high chargeback or refund rate.

7.1.8. The Media Partner has displayed abusive behavior to a member of the Olavivo staff or other members of the Olavivo community including Advertisers and Media Partners or any other 3rd party service providers.

7.1.9. Unethical/Inappropriate promotional methods (promoting to children, illegal promotional methods, explicit/violent material etc.)

7.2. On Suspension or Termination of the Media Partner’s account the functionality may be restricted, these include but are not limited to; no longer being able to access the Media Partner’s account, the redirecting or disabling of Media Partner Links, the deletion of data stored within the Media Partner account and the ability to contact the Olavivo Support Team.

7.3. Any funds currently accumulated inside the Media Partner account at the point of account Termination will be lost. Olavivo will accept no reasonability, financially or otherwise, for the loss of these funds or any related losses that come as a result of the account being terminated.

7.4. In specific cases (to be determined at Olavivo’s sole discretion) Olavivo may allow a suspended accounts funds to be paid out. In these cases Olavivo will charge an administration fee for the payment which shall be set by Olavivo only.

7.5. In the case that Olavivo closes a platform any associated Media Partner’s accounts will also be closed and clause 7.2 will apply. In the cases that these accounts have positive funds then the clause 7.3 and 7.4 will also apply.

7.6. Upon termination, the Media Partner agrees to immediately remove from its Media Partner’s Website any and all Marketing Materials, Olavivo’s Tracking Code and Pixel or other intellectual property made available to the Media Partner in connection with its performance under this Agreement. The representations, warranties and obligations contained within this Agreement shall remain in full force and effect after termination of this Agreement. All payment obligations expanding prior to the date of termination shall survive until fully fulfilled.

8. Ending This Agreement

8.1. Either Party may terminate this Agreement on a 30 days prior written notice to the other Party. Terminating this agreement will result in the termination of the Media Partner’s account and the loss of any funds currently held within it as outlined in clause 7.3.

8.1.1. Olavivo may immediately terminate this agreement if the Media Partner:

8.1.1.1. Breaches the terms of this agreement. For the purposes of this agreement any breach of clauses 4, 5, 6 and 7 shall be breaches which are not capable of remedy and shall entitle Olavivo to terminate this agreement with immediate effect;

8.1.1.2. ceases or threatens to cease to carry on business; and/or

8.1.1.3. Is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.

8.1.1.4. Breaches any terms under the Campaigns related to this agreement and the signed IO by the parties.

8.1.1.5. Is found in any way to be committing, facilitating or taking part in any fraudulent activity both on and off the Olavivo Network to be determined at Olavivo’s discretion. Olavivo may take information, evidence or advice from any relevant third party in order to facilitate this decision.

8.1.1.6. If Olavivo receive complaints or advisors from regulatory bodies of any kind (including but not limited to ICANN, URIBL, Spamhaus or Olavivo’s hosting providers and 3rd party services ) that the Media Partner account in question is perceived to be responsible for spamming or unwarranted email or traffic behavior

9. Liability

9.1. To the fullest extent permitted by law, in no event will Olavivo, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors be liable for (I) any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, opportunity, or profits) damages, arising out of the use or inability to use the Olavivo service or the Olavivo platform, regardless of legal theory, without regard to whether Olavivo has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; (ii) loss of profits and/or damage to goodwill; (iii) pure economic and/or other similar losses; (iv) special damages; . The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

9.2. As referenced in clause 5.7 and to the fullest extent permitted by law, Olavivo shall hold no liability in any way for unpaid payouts that are due to be paid by an Advertiser.

9.3. Olavivo makes no express or implied representations or warranties regarding the Advertiser Campaign or its availability or functionality and all implied warranties of merchantability and/or fitness for purpose are expressly disclaimed and excluded. The Media Partner accepts that the operation of the Olavivo Network may not be error free or uninterrupted and Olavivo is not liable for the consequences of any interruptions or errors in the performance or content of the Olavivo Network and Website(s).

9.4. The Media Partner agrees that to the extent permitted by applicable law, his sole and exclusive remedy for any problems or dissatisfaction with the Olavivo Service is to stop using the Olavivo Service and the Olavivo platform.

10. Indemnity

10.1. Media Partner shall indemnify, defend and hold Olavivo, its Advertisers and each of their respective parents, affiliates, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to:

10.1.1. Media Partner’s improper use of the Olavivo’s Site(s), Network, Campaigns, Services and/or any Creatives and Marketing Materials;

10.1.2. any third-party claim related to the Media Partner’s Website, Media Partner’s Emails and/or the Media Partner’s marketing practices;

10.1.3. any third-party allegation or claim against Olavivo and/or its Advertiser(s) relating to a violation of any and all state and federal laws or the laws of the Media Partner’s jurisdiction;

10.1.4. any content, goods or services offered, sold or otherwise made available by the Media Partner on or through the Media Partner’s Website, Media Partner’s Emails, other marketing channels or otherwise;

10.1.5. any claim that Olavivo is obligated to pay any taxes in connection with payment made to the Media Partner in connection with this agreement and/or any Campaign;

10.1.6. breach and/or violation of this agreement and/or any representation or warranty contained herein; and/or

10.1.7. Media Partner’s use of the Olavivo’s Site, Network, Program, Services and/or any Creatives and Marketing Materials in any manner whatsoever.

10.2. Olavivo shall indemnify, defend and hold the Media Partner harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of any actual infringement of intellectual property rights resulting from the Media Partner’s display of the actual Creatives and Marketing Materials, in unaltered form, as provided in connection with any Campaign.

10.3. 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 10 unless such failure materially prejudices the Indemnifying Party.

10.4. 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.

10.5. 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.

11. Confidentiality

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

11.2. Olavivo’s Network and Campaign rates are considered “Confidential Information.” Media Partner 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 the Media Partner or as required by applicable law.

11.3. Media Partner 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 Olavivo’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Olavivo immediately upon Olavivo’s request.

12. Legal Content

12.1. The Media Partner is solely responsible for his/her website(s) and all its contents, and shall ensure that they conform at all times to all applicable laws and regulations of their own jurisdiction and the laws of Costa Rica.

13. Copyright / Intellectual Property

13.1. Olavivo owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the Olavivo’s Network service or software necessary for the Network service. This includes all programming, creative, artwork and images supplied by Olavivo or on behalf of Olavivo. The Media Partner does not acquire any rights or licenses whatsoever under this Agreement.

14. Customer Information; Non-Disclosure.

14.1. Any and all information submitted by end-user customers (“Customer Information”) in connection with a campaign shall be considered proprietary to and owned by Olavivo. Such Customer Information is Confidential Information of Olavivo and may not be utilized or otherwise disclosed by the Media Partner.

14.2. Media Partner acknowledges that all non-public information, data and reports made available by Olavivo hereunder or otherwise as part of the Olavivo Network services is proprietary to and owned by Olavivo. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. Media Partner agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Olavivo in any manner.

14.3. These non-disclosure obligations shall survive termination or expiration of this agreement.

15. Applicable Law and Jurisdiction

15.1. Olavivo shall not be liable for the legality of the Olavivo Network and service in countries other than Costa Rica. The Media Partner is solely responsible for the legality of the use of the service if the Media Partner is registered to the Olavivo service from a country other than Costa Rica or if the Media Partner’s Website is on a server in a country other than Costa Rica.

15.2. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Costa Rica.

15.3. If any dispute arises out of this Agreement the parties will attempt to settle it by a mediation procedure as the parties may agree in writing.

15.4. Media partner use of the Olavivo Network is irrefutable acknowledgement by the Media Partner that he have read and agreed to each and every term and provision of this Agreement.

15.5. The Media Partner acknowledges that it is his sole legal responsibility to inform and enforce all geographically applicable laws relating to the Sale, promotion and marketing of their products and/or services by Media Partners on the Olavivo Network. Any such limitation and laws should be visible in the signed IO by the parties and the Advertiser’s Campaign in Olavivo’s Network. Olavivo accepts no responsibility or liability(whether in contract, tort, negligence or otherwise) to repay any sums relating to the breach of the Advertiser agreement nor the Affiliate Agreement by either party.

16. Media Partner Information

16.1. The Media Partner consents to the publication of the Media Partner’s name, web address and all other information provided by the Media Partner on the Olavivo Website and Network to Olavivo sending newsletters and other communications to the Media Partner and using the information given by the Advertiser for marketing purposes. The Media Partner confirms that, in order to enable Olavivo to improve, promote or market the service, Olavivo may produce statistics or summaries relating to the use of the service.

16.2. Olavivo may contact the Media Partner by email, telephone, by post, SMS or via social media network for feedback relating to the Olavivo’s service, including any ways in which it might be improved, both for the Olavivo Network and for the individual Media Partner. All information collected is confidential and will be used solely for mutual benefit in any campaigns or promotions.

16.3. The Media Partner is aware that under the Costa Rican law Olavivo must hold copies of identity and compliance documents supplied by the Media Partner in their account along with compliance documents relating to any additional billing addresses listed in the Media Partner account. Olavivo will take all reasonable and legal steps to protect this information and will release documents only to the relevant authorities under their request.

17. Force Majeure

17.1. Neither Party shall be liable to the other 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 Party. Lior – Maybe narrow the definition of what accounts as force major.

18. Miscellaneous

18.1. Media Partner may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Olavivo’s Site(s) and Network. Media Partner may not take any action that imposes an unreasonable or disproportionately large load on the Olavivo infrastructure. Media Partner agree that any unauthorized and/or unlawful use of the Olavivo Site, Service, Creatives, Marketing Materials and/or Campaigns that would result in irreparable damages to Olavivo for which monetary damages would be inadequate. In such event, Olavivo shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against the Media Partner without the need to post a bond.

19. General

19.1. Olavivo reserves the right to amend and update this Agreement at any time, by posting written notice of the changes on the Olavivo.com website or in an email/newsletter.

19.2. If the Media Partner does not accept changes made in accordance to clause 19.1, the Media Partner will be entitled to terminate this clause by providing thirty (30) days prior written notice to Olavivo. If formal written notice of termination is provided within 14 days of the changed terms being issued by Olavivo, the amended/updated terms will not apply during your thirty (30) day termination notice period.

19.3. The Media Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Olavivo (such consent not to be unreasonably withheld or delayed).

19.4. Olavivo may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. Olavivo may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

19.5. Olavivo may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment.

19.6. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19.7. The Media Partner recognizes that Olavivo has proprietary relationships with Advertisers working with it. The Media Partner agrees not to circumvent Olavivo’s relationship with such Advertisers, or otherwise offer and/or supply directly or indirectly, services similar to those performed by Olavivo, to any Advertiser that is known, or should reasonably be known, by the Media Partner to have such a relationship with Olavivo. The Media Partner shall not solicit the Advertisers working with Olavivo, nor shall the Media Partner use or attempt to use reverse engineering or tracing of Advertiser traffic as a means to solicit and/or identify Olavivo‘s Advertiser partners. Failure to comply with this clause may, at Olavivo’s discretion and without limiting or excluding other remedies that may be available to Olavivo (all such other remedies being expressly reserved), result in immediate termination of this Agreement.

19.9. Payments made by Olavivo’s Advertiser partners to Media Partners outside the Olavivo Network will be considered in direct breach of this agreement and result in immediate termination of this Agreement.

20. Advertiser Sponsored Adverts, Banners and Newsletters

20.1. Olavivo provides the Advertiser the ability to promote Sponsored Adverts, Banners and Newsletters as a free service to our valued Media Partners. The contents of all material made available via the Sponsored Adverts Banners and Newsletters are provided solely by the individual Advertiser and not by Olavivo. The Sponsored Adverts, Banners and Newsletters are intended to help Advertisers provide Media Partners with information about their products and promotions. While Olavivo requires Advertisers using the Sponsored Adverts, Banners and Newsletters to present only accurate and reliable information, Olavivo does not independently review or verify information submitted by Advertisers for accuracy, completeness, efficacy, or timeliness. Olavivo does not guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any such information nor is it responsible for any bonuses, prizes, or other incentives offered by Advertisers. Media Partner use of any information presented by an Advertiser is voluntary, and Media Partner’s reliance is at his own risk.

20.2. Olavivo’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute an an endorsement of any Advertiser, Product, or incentive.

21. Notices and Communication Between the Parties

21.1. All notices under this Agreement shall be made in writing and delivered to each party at the official address as specified in this agreement hereinbefore. Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon successful transmission of an email containing such notice if sent between 9 a.m. and 5 p.m., local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. “Business Day” as used in this Section 25 shall mean any day other than Friday and Saturday.