2.1 This agreement ("Agreement") forms a legally binding contract between You and iclickwave in relation to Your use of iclickwave to distribute Products. You are contracting with the applicable iclickwave entity based on where You have selected to distribute Your Product (as set forth here). You acknowledge that iclickwave will, solely at Your direction, and acting pursuant to the relationship identified in Section 3.1, dis and make Your Products available for viewing by users. In order to use iclickwave to distribute Products, You accept this Agreement and will provide and maintain complete and accurate information in the Console.

2.2 iclickwave will not permit the distribution of Your Products through iclickwave, and You may not accept the Agreement, unless You are verified as a Advertiser in good standing.

3.1 You hereby appoint iclickwave as Your agent or marketplace service provider as outlined here to make Your Products available in iclickwave.

3.2 This Agreement covers Products that users can access for free. Users need to completely watch the Advertisement in order for them to be awarded for the viewing of your Product. They then get awarded the Coin Worth decided in the Discover Page upon creation of your Product. They later redeem to get money in their own currency.

3.3 Products prices change drasticly and you will need to reapply when the month is over. You may set the price for Your Products Coin Worth in the Uploads Page only upon creation and when permitted by the iclickwave team. You cannot and will not try to change the Coin Worth of Products after acceptance.

3.4 Acting as Your agent, and with You acting as a principal, iclickwave is the merchant of record for Products sold or made available to users in the countries/territories described here. You are the Advertiser on record for Products You make available on Images or Videos via iclickwave to all other users.

3.5 You are allowed unlimited reposts of each Product distributed via iclickwave as long as all information is accurate and any additional fees are paid for the day of that month, provided however, that if You remove any Product from iclickwave due to a Legal Takedown (as defined in Section 8.2), that Product will be removed from all portions of iclickwave, and users will no longer have a right or ability to claim viewing your Advertisement.

4.1 You and Your Product(s) must adhere to the Advertiser Program Policies.

4.2 You are responsible for uploading Your Products to iclickwave, providing required Product information and showing the user a clear Video or Image or your Product. You must also accurately disclose necessary information for Products posted via iclickwave.

4.3 You are solely responsible for all Products that are developed under Your Advertiser credentials.

4.4 Except for the license rights granted by You in this Agreement, iclickwave agrees that it obtains no right, title, or interest from You (or Your licensors) under this Agreement in or to any of Your Products, including any Intellectual Property Rights in those Products.

4.5 You agree to use iclickwave only for purposes that are permitted by this Agreement and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data to and from relevant countries).

4.6 You will not engage in any activity with iclickwave, including making Your Products available via iclickwave, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, iclickwave or any Authorized Provider.

4.7 You are solely responsible for, and iclickwave has no responsibility to You for, Your Products, including use of any iclickwave APIs and for the consequences of Your actions, including any loss or damage which iclickwave may suffer. If something happens to your Product, and we cannot recover the information, you may need to repost at a later time.

4.8 iclickwave allows users to rate and review Products. Advertisers will have to gain their own fan base without help from iclickwave outside of this software.

5.1 You authorize iclickwave on a royalty-free basis to: reproduce your Images or Videos, perform analyze on your Product, and use Your Products in connection with (a) the operation and marketing of iclickwave; (b) The marketing of your Product for the correct Coin Worth to users worldwide; (c) The provision of hosting services to You and on Your behalf to allow for the storage of and user access to the Products; (d) Making improvements to iclickwave, and the Discover Page; and (e) You have checked these compliances and have agreed to the Advertisement Distribution Agreement Program Policies. The authorization in clause (e) is sublicensable to application security partners. You also authorize such application security partners to use the results of their review in their products and research that may be publicly available.

5.2 You authorize iclickwave to perform the acts described in this section subject to Your control and direction in the manner indicated in this Agreement.

6.1 This site is for promoting your Advertisement and You will be responsible for the branding of your Product without liablity to iclickwave.

6.2 Subject to the terms and conditions of this Agreement, Advertiser grants to iclickwave and its affiliates a limited, nonexclusive, royalty-free license during the term of this Agreement to dis Advertiser Brand Features, submitted by Advertiser to iclickwave, for use solely within iclickwave, online or on Devices and in each case solely in connection with the distribution and marketing of Advertiser's Product via iclickwave or to otherwise fulfill its obligations under this Agreement.

6.3 In addition to the license granted in Section 6.2 above, for purposes of marketing the presence, and distribution of Your Product via iclickwave and its availability for use on Devices and through other iclickwave services, iclickwave and its affiliates may include Advertiser Brand Features (a) within iclickwave, on Devices, and in any iclickwave-owned online or mobile properties; (b) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside iclickwave ; (c) when making announcements of the availability of the Product; (d) in presentations; and (e) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Jay Milestone's other websites).

6.4 iclickwave grants to Advertiser a limited, nonexclusive, worldwide, royalty- free license to use the Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the Advertisement Brand Guidelines.

6.5 If Advertisers discontinue the distribution of specific Products via iclickwave, iclickwave will cease use of the discontinued Products' Brand Features pursuant to this Section 6, except as necessary to allow iclickwave to effectively create a good user experience.

8.1 You may remove Your Products from future distribution via iclickwave at any time, but You agree to comply with this Agreement and to have a valid form of Payment before your Product is distributed via iclickwave prior to removal. Removing Your Products from future distribution via iclickwave does not (a) affect the rights of users who have previously viewed and claimed the Product unless the Product was fradulent or has been removed by the iclickwave team.

8.2 In no event will iclickwave maintain any portion of (and including, without limitation, the part of iclickwave where previously purchased or posted Advertisements are stored on behalf of Advertiser and users) any Product that You have been removed from iclickwave and provided written notice to iclickwave that such removal was due to (a) an allegation of infringement, or actual infringement, of any third party Intellectual Property Right; (b) an allegation of, or actual violation of, third party rights; or (c) an allegation or determination that such Product does not comply with applicable law (collectively "Legal Takedowns"). If a Product is removed from iclickwave due to a Legal Takedown and the Product will be removed from iclickwave and user may be reviewed by the iclickwave team.

8.3 iclickwave does not undertake an obligation to monitor the Products or their content. If iclickwave becomes aware and determines in its sole discretion that a Product or any portion thereof (a) violates any applicable law; (b) violates this Agreement, applicable policies, or other terms of service, as may be updated by iclickwave from time to time; (c) creates potential liability for, or may have an adverse impact on, iclickwave or users (for example, if a Product has an adverse economic, reputational or security-related impact); then iclickwave may reject, remove, suspend, limit the visibility of a Product on iclickwave, or reclassify the Product. iclickwave reserves the right to suspend and/or bar any Product and/or Advertiser from iclickwave or from Devices as described in this Section. If Your Product contains elements that could cause serious harm to user devices or data, iclickwave reserves the right to disable the Product or remove it from iclickwave. If Your Product is rejected, removed, or suspended from iclickwave, then iclickwave may withhold payments due to users on your behalf.

8.4 iclickwave enters into distribution agreements with You and the iclickwave software will try it's very best to market your Product. These distribution agreements may require the involuntary removal of Products in violation of the Agreement or Payment Provider's terms of service.

9.1 Any data collected or used pursuant to this Agreement is in accordance with iclickwave’s Privacy Policy.

9.2 In order to continually innovate and improve iclickwave related products and services, we will update the site often for the user and Advertiser experience to be prevailed the iclickwave application. We may also collect certain usage statistics of your Products for our own purposes to be later determined.

10.1 This Agreement will continue to apply until terminated, subject to the terms that survive pursuant to Section 16.9, by either You or iclickwave as set forth below.

10.2 If You want to terminate this Agreement, You will unpublish all of Your Products and cease Your use of the Console and any relevant Advertiser credentials.

10.3 iclickwave may terminate this Agreement with You immediately upon written notice or with thirty (30) days prior written notice if required under applicable law if (a) You have breached any provision of this Agreement, any non-disclosure agreement, or other agreement relating to iclickwave or the Android platform; (b) iclickwave is required to do so by law; (c) You cease being an authorized Advertiser, a Advertiser in good standing, or are barred from using Android software; (d) iclickwave decides to no longer provide iclickwave ; or (e) You or Your Product pose a potential risk for economic, reputational, or security-related harm to iclickwave, users, or other third-party partners. Where allowed under applicable law, iclickwave may also terminate this Agreement with You for any reason with thirty (30) days prior written notice. If iclickwave terminates this Agreement, You will no longer have access to the Console. More information on account termination is located here.

10.4 After termination of this Agreement, iclickwave will not distribute Your Product, but may retain and use copies of the Product for support of iclickwave.

11.1 You represent and warrant that You have all Intellectual Property Rights in and to Your Product(s).

11.2 If You use third-party materials, You represent and warrant that You have the right to distribute the third-party material in the Product. You agree that You will not submit material to iclickwave that is subject to third -party Intellectual Property Rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.

11.3 You represent and warrant that, as the principal to the transaction with the user, You are solely responsible for compliance worldwide with all applicable laws and other obligations.

11.4 You represent and warrant that all information that You provide to iclickwave or users in connection with this Agreement or Your Products will be current, true, accurate, supportable and complete.

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE CONSOLE AND iclickwave IS AT YOUR SOLE RISK AND THAT THE CONSOLE AND iclickwave ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

12.2 YOUR USE OF THE CONSOLE AND iclickwave AND ANY MATERIAL SHOWED TO USERS AND THROUGH iclickwave Watch IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE.

12.3 iclickwave FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT iclickwave, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY MISINFORMATION, WHETHER OR NOT iclickwave OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH INFORMATION ARISING.

14.1 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless iclickwave, its affiliates, and their respective directors, officers, employees and agents, and Authorized Providers from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) Your use of the Console and iclickwave in violation of this Agreement; (b) infringement or violation by Your Product(s) of any Intellectual Property Right or any other right of any person; or (c) You or Your Product(s)’ violation of any law.

14.2 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless the applicable Payment Processors (which may include iclickwave and/or third parties) and the Payment Processors' affiliates, directors, officers, employees, and agents from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from Your distribution of Products via iclickwave .

15.1 iclickwave may make changes to this Agreement at any time with notice to Advertiser and the opportunity to decline further use of iclickwave is offered. You should look at the Agreement and check for notice of any changes regularly.

15.2 Changes will not be retroactive. They will become effective, and will be deemed accepted by Advertiser, (a) immediately for those who become Advertisers after the notification is posted; or (b) for pre-existing Advertisers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately).

15.3 If You do not agree with the modifications to the Agreement, You may terminate Your use of the iclickwave application, which will be Your sole and exclusive remedy. You agree that Your continued use of iclickwave constitutes Your agreement to the modified terms of this Agreement.

16.1 This Agreement, including any added agreements You may have agreed to separately for use of Images of Videos, constitutes the entire legal agreement between You and iclickwave and governs Your use of the use of iclickwave services. In relation to this Agreement, you must also agree that any harm done to this software, and loss of information, is not at the fault of iclickwave and if possible, the data will be retrieved.

16.2 You agree that if iclickwave does not exercise or enforce any legal right or remedy contained in this Agreement (or which iclickwave has the benefit of under any applicable law), this will not be taken to be a formal waiver of iclickwave's rights and that those rights or remedies will still be available to iclickwave.

16.3 If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

16.4 You acknowledge and agree that each member of the group of companies comprising iclickwave will be a third -party beneficiary to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third -party beneficiary to this Agreement.

16.5 Products on iclickwave may be subject to Canadian and other jurisdictions' export control and sanctions laws and regulations. You agree to comply with all export control and sanctions laws and regulations that apply to your distribution or use of products, including but not limited to: (a) the Export Control List maintained by the Department of Foreign Affairs, Trade and Development Canada, (b) economic sanctions and trade restrictions maintained by the Department of Finance Canada's Office of the Superintendent of Financial Institutions, and (c) the Controlled Goods Program regulations maintained by Public Services and Procurement Canada. These laws and regulations include restrictions on destinations, users, and end use.

16.6 Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or iclickwave without the prior approval of the other party. Any other attempt to assign is void.

16.7 If You experience a change of control, iclickwave may, at its discretion, elect to immediately terminate this Agreement.

16.8 All claims arising out of or relating to this Agreement or Your relationship with iclickwave under this Agreement will be governed by the laws of the City of Toronto, excluding Toronto's conflict of laws provisions. You and iclickwave further agree to submit to the exclusive jurisdiction of the federal or state courts located within the city of Toronto, Ontario to resolve any legal matter arising from or relating to this Agreement or Your relationship with iclickwave under this Agreement, except that You agree that iclickwave will be allowed to apply for injunctive relief in any jurisdiction. To the extent required under applicable law, You may have other ways to resolve disputes with iclickwave as described in the Advertiser Program Policies.

16.9 Sections 1 (Definitions), 6.5, 10.4, 11 (Representations and Warranties), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Legal Terms) will survive any expiration or termination of this Agreement.