Terms for advertisers (Mexican entities)

This agreement is between you, the Advertiser (“Advertiser”), and IRONB MEXICO S. DE R.L. DE C.V., registered in Mexico, with its registered address at Mexico City Calle Puebla 237 DEP 01 PISO 2, Roma, Mexico, Ciudad de México, CP 06700  (“Admitad”, “Partner Network”).

1. Introduction

1.1. Admitad provides the Advertiser with access to the Partner Network Platform, enabling the Advertiser to create, operate and manage Programs and make Marketing Content available to independent Publishers participating in such Programs. Publishers independently determine whether, when and how to make the Advertiser’s Marketing Content available within its own digital properties. By enrolling as an advertiser or using the Partner Network Platform, the Advertiser, its agents, representatives, employees and any other person acting on its behalf with respect to the use of the Partner Network Platform shall be bound by, and agrees to be bound by, this Agreement.

2. Definitions

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

“Partner Network Platform” means the proprietary websites, platform, interface, tracking system, software tools and related technology operated by Admitad, through which Advertisers create and manage Programs, Publishers participate in Programs, eligible Actions are tracked, and related Program activities are administered.

“Program” means the Advertiser’s affiliate marketing program made available through the Partner Network Platform, setting out the applicable Marketing Content, eligible Actions, remuneration, permitted traffic sources, validation rules, hold period, cookie lifetime and other Program terms.

“Publisher” means an independent individual or legal entity that delivers content, technology, digital media or other online resources to a discernible audience and participates in Programs through the Partner Network Platform in accordance with the applicable publisher terms. A Publisher independently determines whether, when and how to make the Advertiser’s Marketing Content available within its own digital properties.

“Advertiser” means a business that creates or operates a Program through the Partner Network Platform in accordance with this Agreement.

“Action” means a Sale, Lead, Click, Ad Impression or any other event specified in the applicable Program as eligible for remuneration.

“Commission” means the amount payable in respect of an eligible Action under the applicable Program terms.

“Marketing Content” means banners, text links, logos, trademarks, product information, promotional materials, creatives, Promo codes, Fixed Marketing Materials and other content made available by the Advertiser for use in connection with a Program.

“Fixed Marketing Materials” means Marketing Content made available for a specific placement or period agreed by the Parties in connection with a Program.

“Promo Codes” means promotional codes, discount codes or other code-based marketing tools made available by the Advertiser for use in connection with a Program and for tracking or attribution purposes.

“Digital Property” means any website, mobile application, social media account, online platform, software, technology solution or other digital channel owned or lawfully controlled by a Publisher.

“Admitad Tracking System” means the methods and technologies used to monitor, record and attribute eligible Actions and related transactions under a Program through the Partner Network Platform. This may include server-to-server tracking, in-app tracking, API, postback, XML or other tracking methods implemented in accordance with Admitad’s instructions.

3. RELATIONSHIP OF THE PARTIES 

3.1. Subject to the terms of this Agreement, Admitad grants the Advertiser a non-exclusive, non-transferable and revocable right to access and use the Partner Network Platform for the purpose of creating, managing and operating Programs.

3.2. The Partner Network Platform enables the Advertiser to make its Programs and Marketing Content available to independent Publishers. Publishers independently determine whether, when and how to participate in any Program and use their own Digital Properties to market the Advertiser in accordance with the applicable Program terms.

3.3. Nothing in this Agreement shall be construed as creating an employment, agency, partnership, joint venture or other similar relationship between Admitad and any Publisher, or between the Advertiser and any Publisher. Publishers act independently and are solely responsible for the operation of their Digital Properties and for compliance with applicable laws.

3.4. Admitad shall administer and maintain the Partner Network Platform, including the Admitad Tracking System, reporting tools and other Platform functionality, for the purpose of facilitating the operation of Programs, recording eligible Actions and calculating the applicable Commission.

3.5. The Advertiser shall be responsible for the creation, operation and management of its Programs and for the Program settings made available through the Partner Network Platform, including the applicable Commission, validation criteria, cookie lifetime, hold period, permitted traffic sources and other Program parameters, unless otherwise agreed in writing between the Parties.

3.6. The Advertiser shall be solely responsible for all Marketing Content, product information, trademarks, promotional materials and other information made available through its Programs and represents and warrants that it has all necessary rights, licenses and permissions to make such materials available for use in connection with the Programs.

3.7. Admitad does not guarantee that any Publisher will participate in any Program or that any Program will generate a minimum number of eligible Actions, conversions, sales, leads, clicks, impressions or any particular level of revenue.

3.8. The Advertiser acknowledges that the Partner Network Platform is a technology platform facilitating interaction between Advertisers and independent Publishers. Admitad does not control, direct or supervise the business activities, marketing methods or Digital Properties of Publishers, except to the extent necessary to administer the Partner Network Platform, facilitate the operation of Programs and enforce this Agreement.

4. PLATFORM SERVICES

4.1. Subject to this Agreement, Admitad shall provide the Advertiser with access to and use of the Partner Network Platform and the Services necessary for the creation, operation and administration of the Advertiser’s Programs.

4.2. The Services provided by Admitad include, without limitation:

(a) providing and maintaining access to the Partner Network Platform;

(b) enabling the Advertiser to create, configure, operate and manage Programs;

(c) facilitating the availability of the Advertiser’s Marketing Content to eligible Publishers through the Partner Network Platform;

(d) providing Publishers with access to available Programs through the Partner Network Platform in accordance with the applicable publisher terms;

(e) recording, tracking and attributing eligible Actions through the Admitad Tracking System;

(f) collecting, processing and reporting Program performance statistics;

(g) calculating the applicable Commission based on the eligible Actions recorded in the Admitad Tracking System and the relevant Program settings;

(h) providing reporting tools, technical support and other Platform functionality reasonably necessary for the operation of the Programs.

4.3. The Advertiser acknowledges that Admitad provides technology platform services and related Services under this Agreement and does not undertake to perform advertising, promotional or marketing activities on behalf of the Advertiser, except to the extent expressly agreed by the Parties in writing.

4.4. Publishers independently determine whether to participate in any Program, which Programs to participate in and how to market the Advertiser through their own Digital Properties. Admitad does not instruct, direct or control Publishers in the performance of their activities, except to the extent necessary to administer the Partner Network Platform and enforce this Agreement.

4.5. Admitad shall use commercially reasonable efforts to ensure the continuous availability and proper operation of the Partner Network Platform. However, Admitad does not warrant that the Partner Network Platform will operate uninterrupted or error-free at all times, including during scheduled maintenance, emergency maintenance or circumstances beyond Admitad’s reasonable control.

4.6. The Advertiser acknowledges that the availability, visibility and performance of any Program depends on multiple factors, including the independent decisions of Publishers, the quality and attractiveness of the Program, the Marketing Content, market conditions and technical implementation. Admitad does not guarantee any minimum number of participating Publishers, eligible Actions or any particular level of performance, conversions or revenue.

4.7. The Advertiser acknowledges and agrees that the data recorded in the Admitad Tracking System shall constitute the official and authoritative source of information for determining eligible Actions, calculating the applicable Commission, generating Program statistics and administering the Programs. Any other tracking system, analytics platform or measurement tool used by the Advertiser shall not prevail over the data recorded in the Admitad Tracking System, unless otherwise expressly agreed by the Parties in writing.

5. TRACKING AND ATTRIBUTION

5.1. The Advertiser shall implement and maintain the tracking integration required by Admitad to ensure the proper recording, attribution and validation of eligible Actions under each Program.

5.2. The Advertiser agrees to implement Server-to-Server (S2S) First-Party Tracking, whereby transaction data is transmitted directly from the Advertiser’s servers to the Admitad Tracking System via API, postback, XML or any other approved server-to-server integration method. This tracking method is required to maintain data accuracy and minimize reporting discrepancies caused by browser, device or consent-related restrictions.

5.3. If the Advertiser elects to use browser-based tracking, tag-based tracking or any tracking solution other than Server-to-Server (S2S) First-Party Tracking, the Advertiser acknowledges that such tracking methods may result in incomplete or inaccurate tracking of eligible Actions due to technical limitations beyond Admitad’s control.

5.4. Where reporting discrepancies arise as a result of the Advertiser’s chosen tracking method, Admitad may apply reasonable reporting adjustments based on predictive estimates of the expected tracking loss and historical Program performance.

5.5. Reporting adjustments applied in accordance with Clause 5.4 shall be deemed part of the Program statistics and shall be taken into account when calculating the applicable Commission.

5.6. The Advertiser shall maintain the agreed tracking integration throughout the applicable cookie lifetime and shall not remove, disable or materially modify the tracking implementation without prior written notice to Admitad.

5.7. The Advertiser shall provide Admitad with at least fourteen (14) calendar days’ prior written notice of any planned changes affecting the tracking integration, including changes to the website, checkout process, mobile application, plugins, payment gateways, consent management platforms or other technical implementations that may affect the recording of eligible Actions.

5.8. The Advertiser shall maintain the Admitad Tracking System and continue transmitting tracked conversions throughout the applicable cookie lifetime. If the Advertiser fails to maintain the Admitad Tracking System, whether in one or more traffic sources, the Advertiser shall compensate Admitad for the resulting losses. Such compensation shall be calculated based on the average daily remuneration payable to Admitad and Publishers during the period preceding the interruption of the Admitad Tracking System for the affected traffic source(s), multiplied by the number of days during which tracking was unavailable.

5.9. The Advertiser shall validate eligible Actions in accordance with the applicable Program settings and within the validation period specified for the relevant Program. Once an eligible Action has been validated, the Advertiser may change its status within five (5) calendar days from the moment of validation, provided that such change is objectively justified and supported by appropriate evidence. After the expiry of this five (5)-calendar-day period, the status of the validated eligible Action shall remain unchanged.

5.10. The Advertiser acknowledges and agrees that the Admitad Tracking System shall constitute the official and authoritative source for determining eligible Actions, Program statistics and the applicable Commission, unless otherwise expressly agreed by the Parties in writing.

6. PROGRAM MANAGEMENT

6.1. The Advertiser may create one or more Programs through the Partner Network Platform in accordance with these Terms. Each Program shall specify the applicable Commission, eligible Actions, validation criteria, hold period, cookie lifetime, permitted traffic sources and any other Program parameters made available through the Partner Network Platform.

6.2. The Advertiser shall provide complete, accurate and up-to-date Marketing Content and Program information and shall promptly update any information that becomes inaccurate, misleading or no longer applicable.

6.3. The Advertiser may make available Marketing Content, including banners, text links, trademarks, logos, product information, promotional materials, Fixed Marketing Materials and Promo Codes, for use by participating Publishers through the Partner Network Platform.

6.4. The Advertiser represents and warrants that it owns or has obtained all rights, licenses and permissions necessary to make the Marketing Content available through the Partner Network Platform and to authorize its use by participating Publishers in connection with the applicable Programs.

6.5. The Advertiser grants Admitad and participating Publishers a non-exclusive, non-transferable, royalty-free, worldwide licence to use, display, reproduce and make available the Marketing Content, including the Advertiser’s trademarks, logos, trade names, service marks, copyrighted materials, website content, links and other intellectual property rights made available by the Advertiser, solely for the purpose of operating the relevant Program through the Partner Network Platform and enabling Publishers to market the Advertiser in accordance with the applicable Program terms.

Admitad shall not be liable for any costs, damages or losses arising from the improper, unauthorized or unlawful use of such Marketing Content by the Advertiser, any Publisher or any third party, except to the extent caused by Admitad’s wilful misconduct or gross negligence.

6.6. The Advertiser may modify, replace or withdraw any Marketing Content or Program settings at any time through the Partner Network Platform or by written notice to Admitad, provided that such changes shall not adversely affect Commission accrued in respect of eligible Actions recorded before such modification takes effect.

6.7. Admitad shall use commercially reasonable efforts to implement Program changes within a reasonable period following receipt of the Advertiser’s instructions, provided that such changes are technically feasible and their implementation is consistent with these Terms.

6.8. Admitad may refuse to make available, suspend or remove any Marketing Content or Program where, in Admitad’s reasonable opinion:

(a) it violates applicable law;

(b) it infringes any intellectual property or other rights of a third party;

(c) it contains misleading, deceptive or unlawful information;

(d) it may expose Admitad, participating Publishers or users of the Partner Network Platform to legal, regulatory, security or reputational risks;

(e) it otherwise violates these Terms or the applicable publisher terms; or

(f) the Marketing Content, Program or the Advertiser’s implementation does not comply with Admitad’s reasonable technical, operational, security or compliance requirements communicated to the Advertiser from time to time.

6.9. Admitad may suspend or remove a Program where the continued operation of the Program is technically impossible, commercially unreasonable or required by applicable law, a court order or a request of a competent governmental authority.

6.10. Unless otherwise expressly agreed by the Parties in writing, the suspension, modification or termination of a Program shall not affect Commission accrued in respect of eligible Actions validly recorded prior to the effective date of such suspension, modification or termination.

6.11. The Advertiser shall not, without Admitad’s prior written consent, enter into direct cooperation with any Publisher introduced to the Advertiser through the Partner Network Platform during the course of a Program. The Advertiser shall observe a grace period of six (6) months between the termination of the Publisher’s participation in the Program through the Partner Network Platform and the commencement of any direct cooperation between the Advertiser and such Publisher.

If the Advertiser enters into direct cooperation with such Publisher without observing the above grace period, the Advertiser shall compensate Admitad in an amount equal to the Commission earned by such Publisher during the last six (6) months of its activity in the relevant Program.

This provision shall not apply where the Publisher provides to the Advertiser a different scope of activities under a different commission model than the scope of activities carried out by such Publisher in the Program.

7. FEES AND PAYMENT

7.1. The Advertiser shall pay the remuneration payable under each Program in accordance with the applicable Program parameters specified in the relevant Insertion Order and the final data recorded in the Admitad Tracking System, as confirmed in accordance with this Agreement.

7.2. For the purpose of confirming eligible Actions, Admitad shall provide the Advertiser with a monthly Program report via email no later than the fifth (5th) day of the month following the relevant reporting month (or, where such day falls on a statutory holiday or weekend, on the first business day thereafter). The Advertiser shall promptly review and confirm the reported data.

7.3. If the Advertiser does not confirm the Program report within thirty (30) calendar days following its receipt, the Partner Network may suspend the Advertiser’s access to the Program until the relevant confirmation or updated data is provided.

7.4. The Advertiser shall validate eligible Actions with an Approved or Declined status within ninety (90) calendar days from the date the relevant eligible Action was recorded in the Program. Any eligible Action that has not been validated within such period shall be deemed approved and shall be payable by the Advertiser.

7.5. While confirming the Program report referred to in Clause 7.2, the Advertiser shall also review and process all appealed eligible Actions submitted by Publishers in respect of the previous reporting period. For the purposes of this Agreement, appealed eligible Actions include:

(a) eligible Actions that were recorded in the Program but were not included in the relevant Program report; and

(b) eligible Actions that were declined by the Advertiser but were subsequently appealed by the relevant Publisher on the basis that they complied with the applicable Program requirements.

7.6. One hundred percent (100%) of the remuneration payable for the relevant reporting period shall be paid by the Advertiser within thirty (30) calendar days following the issuance of the relevant invoice, unless another payment term is expressly agreed in the applicable Insertion Order.

7.7. The Advertiser shall bear all bank charges, transfer fees and other transaction costs associated with payments made under this Agreement.

7.8. The Advertiser shall pay all applicable fees in accordance with the tariff, plan or subscription option selected within the Partner Network Platform, where applicable.

7.9. If any payment under this Agreement is subject to withholding tax under applicable law, the Partner Network shall be entitled to deduct or withhold such amount as required by applicable law. The Parties shall cooperate in good faith to obtain any available reduction, exemption, credit or refund of such withholding tax under applicable law or any applicable double taxation treaty. Upon request, each Party shall promptly provide the other Party with any tax residency certificates, declarations or other documents reasonably required for such purposes.

7.10. If the Advertiser fails to pay any undisputed amount due under this Agreement by the applicable due date, Admitad shall be entitled to charge default interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted under applicable law, whichever is lower, calculated from the due date until the date of actual payment in full.

The Advertiser shall also reimburse Admitad for all reasonable costs incurred in recovering such overdue amounts, including reasonable legal fees and collection costs, to the extent permitted by applicable law.

8. FRAUD

8.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any fraudulent acts committed by the Advertiser, any Publisher or any end user. The Advertiser further agrees that it shall remain responsible for all amounts payable under this Agreement in respect of eligible Actions recorded and confirmed in accordance with this Agreement, notwithstanding any fraudulent activity by the Advertiser or any end user.

8.2. Admitad shall use commercially reasonable efforts to detect and prevent fraudulent Publisher activity within the Partner Network Platform. However, the Advertiser remains responsible for monitoring the performance and quality of traffic generated through its Program and shall promptly notify Admitad if it reasonably believes that a Publisher is engaged in fraudulent activity. Admitad shall not be liable to the Advertiser (whether in contract, tort, negligence or otherwise) for any losses, costs, claims, damages or expenses arising from fraudulent acts committed by any Publisher or end user.

8.3. Any misuse, manipulation, falsification or intentional interference with the Admitad Tracking System or Program data by the Advertiser, as reasonably determined by Admitad, shall constitute a material breach of this Agreement and may result in the immediate suspension or termination of the Advertiser’s access to the Partner Network Platform and/or termination of this Agreement.

9. INDEMNIFICATION

9.1. The Advertiser shall indemnify and hold harmless Admitad, its Publishers and their respective directors, officers, employees and agents from and against any costs, including without limitation legal costs, awards, damages, claims for damages or other claims for compensation arising from:

(a) any breach by the Advertiser of applicable laws in any relevant jurisdiction;

(b) any claims from Publishers, customers or end users relating to the goods and/or services supplied, promoted or sold by the Advertiser;

(c) any claims, awards and/or judgments from any authority in respect of the Advertiser’s supply of goods and/or services, website content, Marketing Content or Program;

(d) the content of the Advertiser’s website or any incorrect, inaccurate or misleading information provided to Admitad by the Advertiser;

(e) any infringement or potential infringement of any third party’s intellectual property or other rights;

(f) the Marketing Content, Fixed Marketing Materials, Promo Codes, their validity, terms of use, accuracy, or inability to apply such Promo Codes; and

(g) any damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of the Services, the Partner Network Platform or the Admitad Tracking System, including technical problems or loss of data caused by the Advertiser on the Partner Network Platform, the Advertiser’s website or any website to which the Advertiser is linked through the Partner Network Platform.

10. LIMITATION OF LIABILITY

10.1. To the maximum extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence or otherwise) for any losses, liabilities, costs, expenses or claims (including, without limitation, direct, indirect, incidental, consequential or special damages, loss of profits, loss of business, loss of contracts, loss of goodwill or reputation, interest, penalties and legal costs) arising out of or in connection with:

(a) any defects, interruptions or unavailability of the Services or the Partner Network Platform;

(b) any interruption, delay or failure in access to the Partner Network Platform;

(c) any loss, corruption or unauthorized access to data stored or transmitted through the Partner Network Platform;

(d) any defects in security systems, viruses, malware or other harmful software components;

(e) any deletion, removal, deactivation, modification or interference by any third party with the Admitad Tracking System, tracking codes, pixels or other tracking technologies.

10.2. Admitad does not warrant that the Services, the Partner Network Platform or any links made available through the Partner Network Platform will operate uninterrupted or error-free. To the maximum extent permitted by applicable law, Admitad shall not be liable for any errors in the implementation of links, tracking codes, pixels or other tracking technologies on the Advertiser’s website or for any failure of such technologies to perform as intended.

10.3. Admitad shall not be liable for any delay or failure in performing its obligations under this Agreement where such delay or failure results from events beyond its reasonable control, including, without limitation, floods, fire, acts of government, failures of telecommunications providers, internet service providers or other events constituting force majeure.

10.4. The Advertiser acknowledges that it is solely responsible for reviewing and verifying the configuration of its Programs within the Partner Network Platform, including Commission rates, validation criteria, hold periods, promotional terms, geographical restrictions, rewards, incentives and any other Program settings. Admitad shall not be liable for any errors or omissions in such configuration unless caused by Admitad’s wilful misconduct or gross negligence.

10.5. Notwithstanding anything contained in this Agreement, neither Party shall be liable for any indirect, incidental, special, exemplary or consequential damages of any kind, or for business interruption, loss of profits, loss of business opportunities or loss of goodwill arising under or in connection with this Agreement, even if the other Party has been advised in writing of the possibility of such damages.

10.6. Nothing in this Agreement shall limit or exclude the liability of either Party to the extent that the claims giving rise to such liability arise out of:

(a) infringement of life, body or health;

(b) the assumption of a guarantee or procurement risk; or

(c) intentional or grossly negligent conduct of such Party, its statutory representatives, employees, agents, subcontractors or other persons engaged by such Party in the performance of its obligations under this Agreement.

10.7. Except where a Party’s liability is unlimited under Clause 10.6, the aggregate liability of either Party to the other Party, whether arising in contract, tort, statute or otherwise, shall be limited to fifty thousand United States dollars (USD 50,000). The limitation of liability set out in this Clause 10 shall not apply to a Party’s indemnification obligations under Clause 9.

11. TERMINATION

11.1. Either Party may terminate this Agreement or any Insertion Order by giving thirty (30) business days’ prior written notice to the other Party, unless otherwise stipulated in the applicable tariff, plan or subscription option available through the Partner Network Platform or in the applicable Insertion Order. Any accrued but unpaid payment obligations shall survive termination of this Agreement.

In the event of termination, the Advertiser acknowledges that the deactivation of Programs throughout the Partner Network Platform and the removal of Marketing Content, Promo Codes and Fixed Marketing Materials (if any) may require up to thirty (30) business days. The Advertiser shall remain responsible for all eligible Actions resulting from Marketing Content, Promo Codes and Fixed Marketing Materials made available prior to or during such notice period.

11.2. Admitad may terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Partner Network Platform if the Advertiser does not meet Admitad’s requirements or fails to provide documentation requested by Admitad or otherwise as Admitad reasonably determines, including (but not limited to) any malpractice, late payment of Commission or Advertiser Fees, or any breach of this Agreement. Admitad will provide reasonable notice of such termination where possible.

11.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Admitad may terminate this Agreement immediately upon written notice to the Advertiser upon the occurrence of any one or more of the following:

11.3.1. In the specific circumstances expressly set out elsewhere in this Agreement.

11.3.2. The Advertiser commits a material breach of this Agreement.

11.3.3. Any event of insolvency occurs, including (without limitation) where the Advertiser is unable to pay its debts, enters into any arrangement with its creditors, becomes subject to a petition for winding up, has an administrator or similar insolvency officer appointed, or becomes subject to any analogous insolvency proceedings.

11.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.3.5. The Advertiser’s website becomes inoperative.

11.3.6. There is a change of control of the Advertiser or its business.

11.4. Following termination of this Agreement, Admitad may discontinue the Advertiser’s Programs within the Partner Network Platform and implement such technical measures as are reasonably necessary to complete the termination process.

11.5. The Advertiser shall maintain the Admitad Tracking System, including any applicable tracking codes, pixels or other tracking technologies, for at least thirty (30) calendar days following termination of this Agreement and, in any event, throughout the applicable cookie lifetime specified for the relevant Program. Any eligible Actions, Commission or Advertiser Fees accrued during the notice period, such thirty (30)-day period or the applicable cookie lifetime shall continue to be payable by the Advertiser in accordance with this Agreement.

12. NON-DISCLOSURE

12.1. The Advertiser or Admitad may provide the other Party with information that is confidential and proprietary to that Party or a third party, as designated by the disclosing Party. The receiving Party agrees to use commercially reasonable efforts, but in no event less than the degree of care it uses to protect its own confidential information, to maintain the confidentiality of and protect the proprietary interests of the disclosing Party.

12.2. The receiving Party agrees not to disclose the confidential information without the prior express written consent of the other Party in each instance. The term “Confidential Information” shall not include information that:

(a) is or becomes part of the public domain through no act or omission of the receiving Party;

(b) becomes available to the receiving Party from a third party without the receiving Party’s knowledge of any breach of confidentiality or fiduciary duty; or

(c) was lawfully in the receiving Party’s possession prior to disclosure under this Agreement.

13. PRIVACY AND DATA PROTECTION

13.1. Each Party shall comply with all applicable data protection and privacy laws in connection with the performance of this Agreement.

13.2. To the extent that any personal data is processed in connection with the Program, the Parties shall process such personal data only for the purposes of operating, administering, tracking, reporting and performing the Program and related obligations under this Agreement.

13.3. Each Party shall implement and maintain appropriate technical and organizational measures designed to protect personal data against unauthorized or unlawful processing, accidental loss, destruction or damage.

13.4. The Advertiser acknowledges that the operation of the Program may require the collection and processing of data relating to eligible Actions, tracking events, transactions, end users, Publishers and Program performance through the Partner Network Platform and the Admitad Tracking System.

14. FINAL PROVISIONS

14.1. This Agreement shall be governed by, construed and enforced in accordance with the laws of the United Mexican States, without regard to its conflict of laws principles.

14.2. Any dispute arising out of or in connection with the formation, performance, interpretation, termination or validity of this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Mexico City, Mexico.

14.3. The Advertiser’s use of the Partner Network Platform constitutes the Advertiser’s acknowledgement that it has read, understood and agreed to be bound by this Agreement.

14.4. Admitad reserves the right to amend or update this Agreement at any time by publishing the amended version on the Partner Network Platform or by providing notice via email.

14.5. Continued use of the Partner Network Platform following the effective date of any amendment to this Agreement constitutes the Advertiser’s acceptance of such amendment. If the Advertiser does not agree to the amended Agreement, it must discontinue its use of the Partner Network Platform, and this Agreement shall terminate in accordance with its terms.