Terms for publishers (Mexico)

IRONB MEXICO S. DE R.L. DE C.V., a company registered and incorporated in Mexico City, with its registered address at Mexico City Calle Puebla 237 DEP 01 PISO 2, Roma, Mexico, Ciudad de México, CP 06700 (hereinafter “Admitad” or the “Partner Network”), operates the Partner Network Platform available at www.admitad.com. These Terms for Publishers (the “Terms”) govern the Publisher’s access to and use of the Partner Network Platform and participation in Programs made available through the Partner Network Platform. By registering for, accessing or using the Partner Network Platform, the Publisher agrees to be bound by these Terms.

1. Definitions

“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.

“Advertiser” means a business that creates or operates a Program through the Partner Network Platform.

“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 these Terms and the applicable Program Terms.

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

“Program Terms” means the terms, restrictions and requirements applicable to a specific Program as made available through the Partner Network Platform.

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

“Marketing Content” means banners, text links, logos, trademarks, product information, creatives, promotional materials, affiliate links, product feeds, coupon materials and other content made available by an Advertiser for use in connection with a Program.

“Eligible Action” means a sale, lead, click, ad impression, registration, subscription, order or any other event specified in the applicable Program Terms as eligible for Commission.

“Commission” means the amount payable to the Publisher in respect of an Eligible Action under the applicable Program Terms, subject to confirmation and payment conditions set out in these Terms.

“Referral Program” means Admitad’s optional program enabling Publishers to invite other users to register as Publishers on the Partner Network Platform in exchange for a referral reward, subject to the applicable referral rules.

2. General Provisions

2.1. To participate in the Partner Network Platform, the Publisher shall complete and submit the registration form available on www.admitad.com and complete the account activation process required by Admitad.

2.2. Registration is available only to persons who have reached the age of eighteen (18) years and to legal entities duly authorized to enter into these Terms.

2.3. By submitting the registration form, accessing the Partner Network Platform or participating in any Program, the Publisher accepts these Terms and agrees to comply with them unconditionally.

2.4. Admitad may, at its sole discretion and in accordance with applicable Mexican law, deny registration or participation in the Partner Network Platform.

2.5. After completion of the registration process and account activation, the Publisher may access and use the Partner Network Platform in accordance with these Terms. The Publisher may update its account information through the personal account, except for data that cannot be technically modified or that requires verification by Admitad.

2.6. These Terms shall prevail over any terms, policies or conditions proposed or submitted by the Publisher.

2.7. The Publisher’s participation in the Partner Network Platform does not create any contract between the Publisher and any Advertiser. Advertisers and Publishers act independently and are not agents, employees, representatives, partners or joint venturers of Admitad or of each other.

3. Access to the Partner Network Platform

3.1. Admitad provides the Publisher with access to the Partner Network Platform, enabling the Publisher to view available Programs, apply to participate in Programs, obtain Marketing Content, generate tracking links, review Program statistics and request payment of confirmed Commission.

3.2. Admitad operates and maintains the Partner Network Platform for the purpose of facilitating interaction between Advertisers and independent Publishers, tracking Eligible Actions, administering Program statistics and supporting settlement processes.

3.3. Admitad does not instruct, direct or control the Publisher’s marketing activities, Digital Properties, audience, editorial decisions, traffic acquisition methods or commercial strategy, except to the extent necessary to administer the Partner Network Platform, enforce these Terms and protect Advertisers, users and the Partner Network Platform.

3.4. The Publisher independently determines whether, when and how to participate in any Program and how to make Marketing Content available through its own Digital Properties, subject to these Terms and the applicable Program Terms.

3.5. Admitad does not guarantee that any Advertiser will accept the Publisher into any Program, that any Program will remain available, or that the Publisher will generate any minimum number of Eligible Actions or any minimum amount of Commission.

3.6. Admitad may temporarily suspend access to or functionality of the Partner Network Platform, in whole or in part, for maintenance, security, technical improvements, service updates or other operational reasons. Admitad shall not be liable for any costs, damages or losses arising from such suspension, subject to the limitations set out in these Terms.

3.7. The use of the Partner Network Platform may require technical means, software, telecommunication networks and services of third-party providers. Admitad shall not be liable for costs, damages, interruptions or limitations caused by such third-party systems or services, subject to the limitations set out in these Terms.

3.8. Admitad may suspend payments or restrict the Publisher’s access to the Partner Network Platform where Admitad has an objective suspicion of violation of these Terms, fraud, unlawful conduct, inaccurate Publisher information or issues affecting traffic quality, until the matter is reviewed and resolved.

4. Participation in Programs

4.1. Only Digital Properties that comply with applicable laws, these Terms, the Privacy Policy, Admitad’s policies and the applicable Program Terms may participate in Programs.

4.2. Digital Properties under construction, inactive Digital Properties, or Digital Properties that cannot be properly reviewed by Admitad may be rejected or suspended. It is prohibited to buy or generate traffic through active advertising systems, buxes, incentivized click systems, traffic exchanges or similar systems unless expressly permitted by the applicable Program Terms.

4.3. The Publisher may apply to participate in a Program through the Partner Network Platform. By applying to or continuing to participate in a Program, the Publisher accepts the applicable Program Terms. Program Terms may be changed at any time, and the Publisher is responsible for monitoring such changes. Continued participation in a Program after changes to the Program Terms constitutes acceptance of such changes.

4.4. The Advertiser or Admitad may decide whether to admit the Publisher to a Program. The Publisher has no legal right to be admitted to any Program.

4.5. Admitad may request data relating to the Publisher, its Digital Properties, traffic sources, traffic quality and Program performance, and may request access to relevant statistics. The Publisher shall provide the requested data within seven (7) calendar days unless another period is specified by Admitad. Failure to provide such data may result in suspension, removal from Programs, suspension of payments or other measures necessary to protect Admitad, Advertisers or users.

4.6. Admitad may request documents and data necessary to verify the Publisher’s identity, legal status, authority, tax information, banking details, address, traffic sources and other information relevant to participation in the Partner Network Platform. Refusal or failure to provide such information may be treated as refusal to participate in the Partner Network Platform.

4.7. Admitad may replace broken affiliate links with functioning links and may refuse to credit Commission where the Publisher failed to maintain valid tracking links or where the broken links prevented proper tracking or attribution. “Broken links” are affiliate links that do not direct users to the relevant Advertiser’s website or destination in the intended manner.

5. Publisher Obligations

5.1. The Publisher shall comply with these Terms, the applicable Program Terms, Admitad’s policies and all applicable laws and regulations.

5.2. The Publisher shall ensure that all information provided to Admitad is complete, accurate and up to date. The Publisher shall update any changed information in its personal account within five (5) calendar days from the date of such change.

5.3. The Publisher shall keep its login, password, two-factor authentication codes and other access credentials confidential and shall not transfer them to any third party. The Publisher is fully responsible for all actions performed through its account, including actions of guest account users.

5.4. The Publisher shall have all rights and permissions necessary to operate its Digital Properties and conduct marketing activities through them. The Publisher bears all legal, regulatory and financial responsibility for its Digital Properties, traffic sources and marketing methods.

5.5. The Publisher shall not use Marketing Content or any Advertiser trademarks, brands, copyrighted materials or other protected rights in a manner that violates applicable law, third-party rights, these Terms or Program Terms. The Publisher shall not use any unlawful, misleading, defamatory, obscene or otherwise prohibited content and shall not direct users to pages that violate applicable law.

5.6. Where the Publisher sends promotional communications by email or similar electronic means, the Publisher shall obtain all legally required consents from recipients, provide an opt-out mechanism where required, comply with anti-spam laws and provide evidence of consent to Admitad upon request.

5.7. The Publisher shall not take any action that affects or may affect the operation, security, integrity or performance of the Partner Network Platform, including attempts to overload servers, bypass security mechanisms, use malware, brute force attacks, DoS or DDoS attacks, spam, unauthorized scripts, automated manipulation, or any other harmful process.

5.8. The Publisher shall provide accurate click referrer data and shall not technically interfere with the transmission of such data. Click referrer data shall correspond to the Digital Property declared by the Publisher.

5.9. The Publisher may have only one account, unless otherwise approved by Admitad in writing. One individual or one legal entity may create only one Publisher account. A person acting for a legal entity that already has a Publisher account may not create a separate personal account to perform activities for that legal entity.

5.10. The Publisher shall carefully review and comply with Program Terms throughout the entire period of participation in the relevant Program. If the Publisher violates Program Terms and Admitad or an Advertiser suffers losses, Admitad may deduct the relevant amount from the Publisher’s account. If the account balance is insufficient, the Publisher shall reimburse such losses within ten (10) calendar days from Admitad’s request.

5.11. Upon request of Admitad or an Advertiser, the Publisher shall review the relevant traffic source and provide requested files, documents, statistics and explanations. Failure to do so may result in suspension of the Publisher’s access to the relevant Program and other appropriate measures.

5.12. The Publisher shall use only Marketing Content made available by the Advertiser through the Partner Network Platform, unless the applicable Program Terms expressly allow otherwise. If the Publisher creates, modifies or distorts Marketing Content, the Publisher shall be solely responsible for such materials and shall independently resolve all claims, disputes, proceedings or regulatory matters arising from such materials.

5.13. The Publisher shall monitor and update affiliate links in a timely manner. Links may become invalid where, for example, an Advertiser suspends or ends cooperation with Admitad, the Publisher leaves or is disconnected from a Program, a Digital Property is removed or blocked, an action limit is exceeded, Marketing Content is removed or deactivated, or a deeplink leads to a non-existent page or is not supported by the Program.

5.14. The Publisher shall comply with all applicable sanctions, export control, anti-corruption, anti-money laundering, consumer protection, advertising, data protection and other laws applicable to its activities and jurisdictions.

5.15. The Publisher may create guest accounts through its personal account where this functionality is available. The Publisher is fully responsible for all actions and omissions of guest account users, including any changes made through guest accounts.

6. Non-Circumvention

6.1. During the term of these Terms and for six (6) months after the termination of cooperation between Admitad and the Publisher, the Publisher shall not, directly or indirectly, enter into, attempt to enter into, or facilitate any agreement, arrangement or other form of cooperation with any Advertiser introduced to the Publisher through the Partner Network Platform, where payments are made to the Publisher for marketing activities or services similar to those performed through the Partner Network Platform, unless Admitad has given its prior written consent.

6.2. If the Publisher breaches Clause 6.1, the Publisher shall pay to Admitad a contractual penalty equal to the total Commission received by the Publisher under these Terms during the six (6) months immediately preceding the breach.

6.3. The Parties agree that the amount of the contractual penalty constitutes a reasonable and pre-agreed estimate of the probable loss to be incurred by Admitad in the event of a breach, based on the Parties’ commercial experience, the nature and value of the contractual obligations and the likely harm resulting from non-performance or improper performance.

6.4. The statutory right of a competent Mexican court to reduce the contractual penalty in accordance with applicable Mexican law remains unaffected. The assertion of further damages by Admitad shall remain unaffected, and any contractual penalty paid shall be set off against such damages where required by applicable law.

7. Prohibited Activities

7.1. The Publisher shall not generate or attempt to generate Eligible Actions by any method or means that violates applicable law, these Terms or Program Terms.

7.2. The Publisher shall not simulate Eligible Actions, including by entering knowingly incorrect, non-existent or third-party data without authorization when ordering goods or services or performing any other action.

7.3. The Publisher shall not use marketing methods that force or induce users to perform actions through deception, blackmail, coercion, misleading practices or any other method that violates the user’s freedom of choice.

7.4. The Publisher shall not use Advertiser or third-party trademarks, copyrights, registered rights, Marketing Content or other protected materials for purposes other than participation in the relevant Program in accordance with these Terms and Program Terms.

7.5. The Publisher shall not use Marketing Content or the brand of one Advertiser to promote the website, goods or services of another Advertiser.

7.6. The Publisher shall not use cookie stuffing, cookie dropping or any technology that sets, substitutes, rearranges or overwrites cookies in a user’s browser without a lawful and genuine user visit or action. This includes prohibited use of pop-ups, iframes, invisible images, scripts or third-party URLs for such purposes.

7.7. The Publisher shall not register or use domains, subdomains, social media names, accounts or identifiers confusingly similar to the domains, trademarks or names of Advertisers or Admitad, unless expressly permitted by the applicable Program Terms or by Admitad in writing.

7.8. The Publisher shall not use a Digital Property declared for a specific traffic source to attract or submit a different type of traffic unless permitted by the applicable Program Terms.

7.9. The Publisher shall not delete or attempt to delete an account with a negative balance or outstanding debt to Admitad.

7.10. Employees and contractors of Admitad and Admitad-affiliated companies may not register as Publishers for the duration of their employment or engagement unless expressly permitted by Admitad in writing.

7.11. If any violation described in this Section is detected, Admitad may immediately block the Publisher’s account, suspend the Publisher’s participation in Programs, withhold or cancel Commission generated as a result of the violation, transfer such amounts to the relevant Advertiser, and prohibit creation of another account.

7.12. For the violations described in this Section, the Publisher shall pay a contractual penalty in an amount in Mexican pesos equivalent to USD 500 at the exchange rate published by Banco de México on the payment date. The Parties agree that this amount constitutes a reasonable pre-estimate of damages in accordance with applicable Mexican law and shall not limit Admitad’s right to claim additional damages where permitted by law. If, as a result of the Publisher’s culpable violation, any third party initiates administrative, judicial or other proceedings against Admitad, all litigation costs and related expenses shall be borne by the Publisher.

8. Commission and Payment

8.1. The Publisher may receive Commission from Admitad for Eligible Actions generated through the Publisher’s participation in Programs and confirmed in accordance with these Terms, the applicable Program Terms and the data recorded in the Partner Network Platform.

8.2. In each case, the Commission amount is determined by the type of Eligible Action and the rate set by the Advertiser in the applicable Program Terms at the time the Eligible Action is performed. Advertisers may change rates, but changed rates do not apply to Eligible Actions already performed before such change becomes effective unless the Program Terms provide otherwise.

8.3. The Publisher is responsible for reviewing current rates and Program Terms in the Partner Network Platform. Applying to or continuing participation in a Program constitutes acceptance of the applicable rates and Program Terms.

8.4. The minimum withdrawal amount shall equal or exceed the amount specified in the Partner Network Platform for the relevant withdrawal currency. Amounts below the minimum withdrawal threshold are not payable until the threshold is reached and may be forfeited if the account is deleted in accordance with these Terms.

8.5. Payment of Commission shall be made by Admitad within a reasonable period after receipt of the Publisher’s withdrawal request, but no later than forty-five (45) business days, provided that the Publisher has the right to receive such Commission under Clause 8.7.

8.6. Admitad is not responsible for actions or payment processing times of banks, payment systems or other financial institutions servicing Publishers. Admitad’s payment obligation shall be considered fulfilled once the funds are debited from Admitad’s account or payment system balance.

8.7. The Publisher’s right to receive Commission arises only if all of the following conditions are met:

• The Publisher’s activity led to an Eligible Action under the applicable Program Terms.
• The Eligible Action was recorded by the tracking means of the Partner Network Platform.
• The Eligible Action was approved, validated or otherwise authorized for calculation by the Advertiser and confirmed in the Partner Network Platform.
• The relevant Advertiser has paid Admitad for the corresponding amounts under its agreement with Admitad. The Publisher expressly acknowledges and accepts that payment of Commission is conditional upon such payment by the Advertiser and assumes the corresponding commercial risk.
• The Commission amount equals or exceeds the minimum withdrawal amount.
• The Publisher has not violated these Terms, the applicable Program Terms or applicable law.

8.8. Except for confirmed Commission, the Publisher is not entitled to reimbursement of costs incurred for bank transfers, payment systems, third-party services, software or other expenses, even if such costs are related to participation in the Partner Network Platform.

8.9. Admitad maintains an internal settlement account for each Publisher for accrual and payment operations.

8.10. Each Party is solely and separately responsible for payment and reporting of its own taxes in any relevant jurisdiction. If payments under these Terms are subject to withholding tax under Mexican tax regulations or other applicable tax laws, Admitad may deduct the corresponding tax amount from the Publisher’s Commission and comply with applicable reporting and invoicing obligations.

8.11. The Publisher is fully responsible for the accuracy, completeness and validity of payment information provided to Admitad. Admitad is not required to verify such payment information.

8.12. The Publisher shall immediately repay any amounts paid to the Publisher in error or otherwise paid contrary to the Publisher’s rights under these Terms.

8.13. Admitad may set withdrawal limits for Commission based on commercial, banking, technical, compliance or other reasons. More detailed information regarding such limits may be made available when the Publisher submits a withdrawal request.

9. Referral Program

9.1. The Publisher may invite users who are not previously registered as Publishers on the Partner Network Platform to register as Publishers through the Referral Program, where such functionality is available.

9.2. Referred users are invited through the Publisher’s referral link available in the relevant section of the Publisher’s personal account.

9.3. If users invited by the Publisher register using the Publisher’s unique referral link within one (1) year from clicking such link, they may be treated as the Publisher’s referrals. Referral attribution is determined by the presence of a referral cookie or other tracking mechanism in the user’s browser or device at the time of registration. If such tracking is not present, the registration is not treated as referral registration.

9.4. The Publisher may receive a referral reward calculated as a percentage of the revenue generated for Admitad from amounts withdrawn by the Publisher’s referrals, in accordance with the conditions displayed in the Referral Program section of the personal account.

9.5. The Publisher receives referral rewards for one (1) year from the date of the referral’s registration. After that period, no further referral rewards accrue.

9.6. When participating in the Referral Program, the Publisher shall not use unlawful, misleading, artificial or bad-faith methods to attract referrals; deceive referrals or provide incorrect information about Admitad; create clones of Admitad websites or use confusingly similar interfaces; use automatic redirects, pop-ups, pop-unders, click-unders, toolbars or other intrusive advertising; send spam or messages pretending to be from Admitad; register the Publisher’s own accounts through its referral link; or place paid advertisements using the referral link in search results where the Admitad brand is mentioned.

9.7. If the Publisher violates Clause 9.6 or otherwise uses the Referral Program in bad faith, Admitad may disable access to the Referral Program, dissociate referrals from the Publisher, withhold or cancel referral rewards and block the Publisher’s account. Admitad may verify compliance with the Referral Program rules at any time.

10. Term and Termination

10.1. These Terms are concluded for an indefinite period and become effective upon completion of the Publisher’s registration and account activation process.

10.2. Either Party may terminate these Terms at any time.

10.3. The Publisher may terminate these Terms by deleting its account through the personal account settings, except where deletion is restricted due to negative balance, debt, investigation, legal hold or other legitimate reason.

10.4. Admitad may delete the Publisher’s account and data from the Partner Network Platform if the Publisher has not logged in to its account for nine (9) consecutive months and has not interacted with the Partner Network Platform outside the web interface, including through API, for nine (9) consecutive months.

10.5. After nine (9) consecutive months of inactivity, Admitad shall notify the Publisher that the account will be deleted unless activity is recorded within fourteen (14) calendar days from the date of notification. If no activity is recorded within such period, the account may be deleted and any accrued Commission shall become payable only if the Publisher submits a withdrawal request before deletion. If the Publisher fails to submit a withdrawal request before account deletion, the Publisher’s right to claim such funds shall automatically expire. The Publisher acknowledges that this period constitutes a reasonable contractual deadline for exercising payment rights.

10.6. In case of termination due to the Publisher’s violation of these Terms, the Publisher shall pay any outstanding debt, contractual penalties and other amounts due under these Terms.

10.7. Termination of these Terms shall not affect provisions that by their nature should survive termination, including payment obligations, confidentiality, data protection, intellectual property, non-circumvention, liability, indemnification, penalties and dispute resolution.

11. Data Protection and Privacy

11.1. Admitad shall store and process data specified by the Publisher in the registration form, in the personal account, or otherwise obtained from the Publisher during participation in the Partner Network Platform, in accordance with applicable data protection laws and Admitad’s privacy documentation.

11.2. The Publisher shall comply with all applicable data protection, privacy, electronic communications, cookie and confidentiality laws, rules, policies and regulations in all jurisdictions where the Publisher operates or targets users.

11.3. The Publisher shall comply with all applicable data protection laws, including the Mexican Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares), and, where applicable, the GDPR and other relevant privacy regulations.

11.4. The Publisher shall inform end users about the use of tracking technologies, cookies, online identifiers and similar technologies; obtain all required consents for placing, collecting, processing and transferring such technologies and identifiers; provide information on refusal, deletion or withdrawal options where required; and implement appropriate technical and organizational measures against accidental loss, damage and unlawful processing of personal data.

11.5. The Publisher shall not take any action that may cause Admitad to breach applicable data protection or privacy laws.

11.6. Depending on the jurisdiction, the Publisher may be required to inform visitors of its Digital Properties about cookies used on such Digital Properties, including cookies placed by Admitad or third parties. Where required by law, the Publisher shall obtain freely given, specific, informed, unambiguous and revocable consent from users before placing cookies or similar identifiers in their browsers or devices, including cookies placed by Admitad after a click or other action.

11.7. If the Publisher installs or uses any script, API or technology provided through https://teleport.admitad.com/ or any successor URL, the Publisher shall obtain all necessary user consents for transferring online identifiers to Admitad. The Publisher guarantees that informed, unambiguous and revocable user consent exists for such transfer, shall store consent confirmations throughout participation in the Partner Network Platform and shall provide proof of consent to Admitad upon request.

12. Confidentiality

12.1. Each Party shall use the other Party’s commercial information, business information, trade secrets, know-how, source code, confidential materials and information specifically marked or reasonably understood as confidential, including such information relating to affiliates or counterparties (the “Confidential Information”), only for the exercise of rights and performance of obligations under these Terms.

12.2. Each Party shall keep Confidential Information confidential and shall not disclose it to any third party except as permitted by these Terms or required by applicable law.

12.3. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving Party; (b) is lawfully obtained from a third party without restriction and without breach of confidentiality obligations; (c) cannot be treated as confidential under applicable law; (d) is published in the Partner Network Platform as part of participation in Programs; or (e) must be transmitted to governmental authorities as required by applicable law.

12.4. Upon deletion of the Publisher’s account, Admitad may delete personal data of the Publisher except for data that Admitad is required or entitled to retain under applicable law, compliance requirements, accounting rules, dispute resolution needs or legitimate business purposes, including username and statistical data.

12.5. The provisions of this Section shall remain valid for five (5) years from termination of these Terms.

13. Rights to Use Information and Platform Materials

13.1. Information obtained through participation in the Partner Network Platform may be used exclusively for participation in the Partner Network Platform. Transfer of such information to third parties or use for other purposes is prohibited unless expressly permitted by Admitad in writing.

13.2. The Partner Network Platform and its components, including products, applications, software, interfaces, databases and documentation, are protected by copyright and related rights and other applicable intellectual property laws.

13.3. Admitad grants the Publisher a temporary, non-exclusive, non-transferable, revocable right to access and use the Partner Network Platform, its applications and the data contained therein solely within the framework of participation in Programs. This right terminates upon termination of these Terms.

13.4. The Publisher shall not transfer, sublicense, assign, provide access to, modify, process, copy, reproduce, extract, scrape, reverse engineer, create derivative works from or create databases or information services based on the Partner Network Platform, its applications, services or data, except as expressly permitted by Admitad.

13.5. In case of violation of this Section, Admitad may use all available remedies, including termination of these Terms, suspension of the account and claims for damages. If a third party initiates administrative, judicial or other proceedings against Admitad as a result of the Publisher’s culpable violation, all litigation costs and related expenses shall be borne by the Publisher.

13.6. By participating in the Partner Network Platform, the Publisher grants Admitad and its affiliates a non-exclusive, worldwide, royalty-free license to use, display and refer to the Publisher’s trade names, trademarks, logos and other brand identifiers in sales materials, commercial proposals, presentations, case studies, partner listings, websites, marketing materials and other business communications relating to the Partner Network Platform and Admitad’s services.

14. Liability and Limitation of Liability

14.1. Admitad shall not be liable for damage, losses or interference caused by third-party websites, third-party content, software errors, hardware, systems of participants of the Partner Network Platform, or insufficient availability or limited functionality of the Internet or telecommunications networks.

14.2. To the extent permitted under applicable Mexican law, Admitad shall only be liable for direct damages caused by its willful misconduct or gross negligence. In no event shall Admitad be liable for indirect, incidental, special, exemplary or consequential damages, including loss of profits, loss of business opportunities, loss of goodwill or business interruption.

14.3. The liability under Clause 14.2 is limited to compensation of actual direct damage, as determined by the Parties or by a competent court.

14.4. The limitations of liability set out in these Terms do not apply where liability cannot be limited under mandatory applicable law and do not limit or exclude Admitad’s liability in the event of harm to life, body or health.

14.5. The Publisher shall indemnify, defend and hold harmless Admitad, including its directors, officers, employees, agents and contractors, from and against any claims, costs, damages, losses, liabilities and expenses, including legal fees, arising out of or related to: (a) the Publisher’s breach of these Terms, Program Terms or applicable law; (b) the Publisher’s Digital Properties, traffic sources, content, marketing activities or communications; (c) infringement or alleged infringement of third-party rights; (d) fraud, invalid traffic, prohibited activities or manipulation; (e) the Publisher’s gross negligence or willful misconduct; or (f) claims, actions, suits or proceedings by third parties against Admitad related to the Publisher’s activities.

15. Changes to these Terms

15.1. Admitad may amend or update these Terms at any time by publishing the amended version on the Partner Network Platform or by providing notice via email or other communication channel available to the Publisher.

15.2. Continued use of the Partner Network Platform after changes to these Terms constitutes the Publisher’s acceptance of such changes and willingness to assume the obligations specified in the amended Terms.

15.3. If the Publisher does not agree to the amended Terms, the Publisher must discontinue use of the Partner Network Platform and terminate participation in accordance with these Terms.

15.4. The Publisher is responsible for regularly reviewing the current version of these Terms.

16. Final Provisions

16.1. If any provision of these Terms becomes invalid, illegal or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The invalid provision shall be replaced by the applicable statutory provision or by a valid provision that most closely reflects the commercial purpose of the invalid provision. If such replacement would constitute undue hardship, these Terms as a whole may become invalid only to the extent required by applicable law.

16.2. The rights and obligations resulting from these Terms may be transferred or assigned to a third party only with the consent of Admitad, except where Admitad transfers these Terms to an affiliate, successor, assignee or purchaser of all or substantially all of its business or assets.

16.3. These Terms shall be governed by the laws of Mexico. Any dispute arising out of or in connection with these Terms that cannot be settled amicably shall be subject to the exclusive jurisdiction of the competent courts of Mexico City, Mexico. The Parties expressly waive any other jurisdiction that may correspond to them by reason of their present or future domicile or for any other reason.