Platform Terms

1. Definitions

The following capitalised terms have the meanings set out below and apply throughout this Agreement:

2. Scope of Agreement

This Agreement governs Publisher's access to and use of the Services provided by Floxis. The specific modules enabled, commercial parameters, and integration details applicable to Publisher's account are set out in the Order Form and are incorporated into this Agreement by reference.

The Services are structured across two independent modules — Module A (Infrastructure Service) and Module B (Demand Service). Each module operates under separate commercial and liability terms as set out in Sections 3 and 4. Rights and obligations arising under one module do not carry over to the other unless expressly stated. Publisher acknowledges that it is only entitled to access the modules indicated as enabled in the Order Form.

This Agreement is the complete and sole contractual document governing the relationship between the Parties in respect of the Services. Save for updates to these Terms made by Floxis in accordance with Section 16 (Changes to these Terms), no side letters, addenda, or supplementary agreements shall have effect unless executed in writing by both Parties and expressly stated to amend this Agreement.

3. Services

3.1 Module A — Infrastructure Service

Floxis grants Publisher a limited, non-exclusive, non-transferable, revocable licence to access and use the Infrastructure Service solely for Publisher's own internal monetisation operations during the term of this Agreement. This licence does not confer any ownership interest in the Proprietary Technology and may not be sublicensed, resold, or shared with any third party without Floxis's prior written consent.

Publisher agrees that it will not, directly or indirectly:

• copy, reproduce, distribute, or disclose any component of the Proprietary Technology to any third party for any reason;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, logic, or structure of the Infrastructure Service;
• take screenshots, recordings, or any other captures of the platform interface or underlying functionality for purposes other than Publisher's own internal use;
• use or permit use of the Infrastructure Service in any manner that benefits a third party, whether commercially or otherwise;
• replicate, rebuild, or assist others in building a substantially similar system or product based on knowledge or access derived from the Infrastructure Service.

Publisher may share reports and data outputs generated through the Infrastructure Service with authorised third parties where such sharing is a standard part of its business operations, such as sharing demand partner reporting. All other information relating to the platform, its configuration, and its operation is treated as Confidential Information under Section 14.

Floxis will use reasonable commercial efforts to maintain the Infrastructure Service, keep it operational, and ensure it remains reasonably up to date. Publisher may submit requests for changes or new features, which Floxis will review at its discretion. Floxis makes no commitment to implement any particular request. Development work falling outside routine maintenance may be subject to additional charges as set out in Section 4.8.

The Infrastructure Service is provided on an as-is basis. Floxis does not warrant uninterrupted availability or that the service will be error-free at all times. Publisher accepts that temporary downtime or service interruptions may occur, and that Floxis's liability in such circumstances is governed by Section 11.

3.2 Module B — Demand Service

Where the Demand Service is enabled under the Order Form, Floxis will facilitate access to advertising demand on Publisher's behalf. Publisher will receive payments based on net bid values generated through that demand, subject to the payment mechanics in Section 4.

Floxis retains full and exclusive ownership of all demand relationships, buyer connections, DSP integrations, and commercial arrangements associated with the Demand Service. These relationships are proprietary to Floxis and are not disclosed to or transferable by Publisher.

Publisher may not, during the term of this Agreement or for twelve (12) months following its termination, directly contact, solicit, or enter into a commercial arrangement with any demand source, buyer, or DSP first introduced or made accessible through the Demand Service, except where Publisher can demonstrate a pre-existing direct relationship documented prior to this Agreement. A breach of this restriction will be treated as a material breach of this Agreement.

Floxis does not guarantee any fill rate, revenue level, or demand volume under the Demand Service. Publisher acknowledges that demand availability is subject to market conditions, buyer preferences, auction dynamics, and the performance of Publisher's own inventory.

3.3 Platform Access and Integration

Floxis will provide Publisher with the technical means to access and integrate the applicable Services, which may include API credentials, reporting dashboard access, tag libraries, SDK documentation, or bid endpoint configurations as applicable to the enabled integration type. Publisher is responsible for implementing and maintaining its integration in accordance with Floxis's technical specifications and any updates communicated from time to time.

3.4 Service Availability

Floxis will use reasonable commercial efforts to maintain Platform availability. Floxis does not warrant any specific uptime level. Scheduled maintenance, emergency patches, infrastructure changes, or circumstances outside Floxis's reasonable control may result in temporary service interruptions. Floxis will endeavour to provide advance notice of scheduled maintenance where practicable.

3.5 Platform Modifications

Floxis may modify, upgrade, or deprecate features of the Infrastructure Service or Demand Service at any time. Where changes materially affect Publisher's integration or access, Floxis will provide reasonable advance notice. Floxis is not obligated to maintain any specific feature, integration method, or configuration indefinitely.

3.6 Capacity

Floxis shall allocate Publisher the query-per-second (QPS) capacity specified in the Order Form (the QPS Allocation) for the combined scope of the Services. Floxis will use reasonable commercial efforts to maintain this allocation in accordance with the service standards set out in Section 3.4 (Service Availability). Either Party may request a review of the allocation where sustained usage materially exceeds or falls below it; any change to the allocation, and any fees applicable to it, shall be agreed in writing (email being sufficient) and thereafter form part of the Order Form.

4. Payments

4.1 Infrastructure Service — Service Fee

The Revenue Share constitutes the base service fee for the Infrastructure Service and is calculated on gross revenue generated through Publisher's inventory during each calendar month, irrespective of any margin, pricing, or payout configuration Publisher applies within the Platform. For each calendar month, the amount payable is the greater of (a) the Revenue Share calculated on gross revenue, and (b) the minimum monthly fee, in each case where specified in the Order Form. Where the Order Form specifies CPM-based fees in lieu of a Revenue Share, Publisher instead pays those fees calculated on monthly impression volume. The amount payable is determined under this Section 4.

Invoices will be issued by Floxis within ten (10) business days following the end of each calendar month and are payable by Publisher within the payment period specified in the Order Form. Where payment is not received by the due date, a late payment fee of 1.5% per month on the outstanding balance will apply (or the maximum rate permitted by applicable law, whichever is lower), calculated from the original due date. Sustained non-payment may result in suspension of access under Section 9.

4.2 Reporting of the Service Fee

Platform reporting displays the Revenue Share as a separate line, together with gross revenue and figures derived from it, so that Publisher can view the service fee alongside the activity to which it relates. Such display is a reporting presentation only: it does not vary the amounts Publisher pays to or receives from any third party, does not alter any bid, price, or payout generated through the Services, and does not constitute payment of, or otherwise discharge, the amounts payable under this Section 4, which remain payable against Floxis's monthly invoice. Where the Order Form specifies CPM-based fees, those fees are billed by invoice and are not shown in this line. Reporting labels are presentational and do not correspond to defined terms used for payment calculation under this Agreement.

4.3 QPS Fair-Use Overage

Where a QPS Overage Rate is specified in the Order Form and the Measured QPS for a calendar month exceeds the QPS Allocation, Publisher shall pay, in addition to the amounts payable under Section 4.1, the QPS Overage Rate for each full 1,000 QPS of the excess. Measured QPS is the 95th percentile of incoming bid requests per second across the Services for the month, taken across both Modules notwithstanding Section 2. Measured QPS is reasonably determined by Floxis from Platform measurement records, shared with Publisher on request, and may be disputed under the Payment Disputes provision (Section 4.7).

4.4 Demand Service — Payment to Publisher

Floxis will pay Publisher for Demand Service revenues on the payment schedule specified in the Order Form, following the month in which Cleared Revenue was received, provided Publisher's accrued balance has reached the Minimum Payment Threshold. Balances below the Minimum Payment Threshold carry forward to the next payment cycle. Payments are made by bank transfer using the banking details provided by Publisher. Floxis is not liable for delays caused by incorrect, incomplete, or outdated banking information provided by Publisher.

4.5 Sequential Liability

Floxis's payment obligations to Publisher in respect of the Demand Service are contingent upon prior receipt of upstream settlement from the relevant demand sources. Where Floxis has not received settlement from a demand source for a given period, any corresponding payment to Publisher for that period may be delayed, reduced, or adjusted accordingly. Publisher accepts this sequential payment structure as a fundamental condition of accessing the Demand Service, and acknowledges that Floxis is not required to pay Publisher ahead of receiving the corresponding upstream funds.

4.6 Deductions and Withholding

Floxis reserves the right to deduct from or withhold any amounts payable to Publisher where Floxis has reasonable concerns about the quality, legitimacy, or nature of the traffic or activity generating those amounts. Grounds for deduction or withholding include, but are not limited to: identified or suspected Invalid Traffic; abnormal engagement patterns; unusual session durations or download volumes; signals received from third-party fraud detection systems; unexplained traffic spikes; or concerns arising from Publisher's audience characteristics or demand relationships. Floxis is not required to obtain third-party verification or satisfy any external evidentiary standard before exercising this right. Any deductions will be reflected in Publisher's reporting dashboard and communicated where practicable.

4.7 Payment Disputes

Publisher must raise any dispute regarding a payment statement in writing within thirty (30) days of receiving the relevant statement or dashboard notification. The dispute must specify the amounts contested and the basis for the dispute. After this period, the statement is treated as accepted in full and no retroactive adjustment will be considered. Floxis will investigate and respond to valid disputes within fifteen (15) business days.

4.8 Custom Development

Publisher may submit written requests for custom development of features not covered under the standard Infrastructure Service. Floxis will evaluate such requests at its discretion and, if accepted, will issue a written scope and invoice prior to commencing work. Custom development fees are payable in full prior to commencement. Floxis will use reasonable efforts to complete agreed development within sixty (60) days of receiving full payment. Any claims relating to custom development must be submitted in writing no later than ninety (90) days from the relevant invoice date. Claims raised after this period are deemed waived.

4.9 Taxes

All amounts stated in this Agreement are exclusive of applicable taxes including VAT, GST, or withholding tax. Each Party is responsible for its own tax obligations. Where Floxis is required by law to collect applicable taxes from Publisher, such amounts will be added to invoices and are payable by Publisher. Where Publisher is required to withhold taxes from payments to Floxis, Publisher shall gross up payments so that Floxis receives the full invoiced amount net of any withholding.

5. Reporting and Data

5.1 Reporting Access

Floxis will provide Publisher with access to performance and revenue reporting data via its Platform dashboard. Standard reporting includes Impressions, revenue, fill rate, CPM, and such other metrics as Floxis makes available from time to time. Floxis may modify reporting metrics and formats at its discretion with reasonable notice.

5.2 Provisional Nature of Reporting

All reporting figures are provisional until finalised by Floxis for billing purposes. Floxis may adjust reported metrics at any time to reflect Invalid Traffic deductions, upstream demand partner adjustments, system reconciliations, or technical discrepancies. Finalised figures are binding for payment calculations and supersede any prior dashboard data for the relevant period.

5.3 Data Ownership

All Platform data, performance metrics, demand source information, yield data, and reporting outputs generated through the Services are and remain the exclusive property of Floxis. Publisher retains ownership of its own content, inventory, and first-party audience data. Publisher is granted a limited right to access and use Platform reporting data solely for its own internal business operations. Publisher shall not: (a) share Platform data, demand source identities, or yield configuration details with third parties other than as reasonably necessary for Publisher's own operations; (b) use Platform data to build or improve competing infrastructure; or (c) attempt to reverse-engineer Floxis's demand relationships, supply path structure, or commercial configurations.

5.4 Third-Party Measurement

Publisher may use third-party measurement tools to independently track impression delivery and revenue, provided such tools do not create materially adverse technical or latency impacts on Platform operations. Publisher shall notify Floxis before deploying any new measurement tags or pixels. Floxis does not guarantee compatibility with all third-party tools and is not liable for discrepancies arising from their use.

6. Intellectual Property

All Proprietary Technology and related intellectual property used by Floxis in delivering the Services remains the exclusive property of Floxis. Nothing in this Agreement transfers any ownership interest in the Platform, Proprietary Technology, or any associated intellectual property to Publisher.

Publisher retains ownership of its own content, websites, domains, and advertising inventory. Publisher grants Floxis a limited, non-exclusive licence to access and use Publisher's inventory, domains, and related data solely to the extent necessary to deliver the Services under this Agreement. This licence terminates automatically upon termination of this Agreement.

Any feedback, suggestions, improvement requests, or ideas Publisher provides to Floxis in connection with the Services may be used by Floxis freely, without compensation, attribution, or obligation to Publisher.

7. Traffic Quality and Compliance

7.1 Publisher Obligations

Publisher is solely responsible for the quality and legitimacy of all traffic directed through the Services. Publisher warrants that: (a) all traffic is genuine, human-generated, and compliant with applicable laws and industry standards; (b) Publisher's properties do not engage in or facilitate any form of traffic manipulation, click fraud, impression fraud, or incentivised engagement; (c) Publisher's inventory complies with applicable publisher policies of demand partners accessible through the Platform; and (d) Publisher's properties do not host or serve content that violates applicable law, industry standards, or Floxis's platform policies.

Where Publisher supplies inventory of third-party publishers through the Services, Publisher shall bind each such third party to written terms materially consistent with Sections 7 (Traffic Quality and Compliance) and 13 (Data Protection), and protective of Floxis's Confidential Information consistent with Section 14 (Confidentiality), and remains fully liable to Floxis for their acts and omissions as if they were Publisher's own.

7.2 Publisher Content Standards

Publisher shall not use the Services to monetise inventory that:

• hosts or distributes malware, pirated content, or content that facilitates illegal activity;
• contains hate speech, graphic violence, adult content, or content targeting vulnerable groups, where such content is inconsistent with demand partner policies;
• engages in deceptive or misleading practices designed to generate artificial traffic or engagement;
• misrepresents the nature, category, or audience characteristics of Publisher's inventory to demand sources.

7.3 Financial Responsibility for Non-Compliance

All costs, chargebacks, fines, or losses attributable to Publisher's non-compliant traffic, fraudulent activity, or misrepresentation of inventory are borne entirely by Publisher. This includes amounts clawed back by demand partners or imposed by verification providers. Floxis may deduct such amounts from amounts payable to Publisher or invoice Publisher separately where deduction is not possible.

7.4 Monitoring Rights

Floxis may monitor traffic quality using its own systems or third-party tools at any time and without prior notice. Publisher agrees to cooperate with any Floxis investigation into traffic quality concerns and to provide reasonable access to relevant data or information upon request. Failure to cooperate may be treated as a basis for suspension under Section 9.

8. Platform Controls

Floxis may configure, adjust, or restrict access to demand, inventory categories, floor prices, auction parameters, and other platform settings in connection with the delivery of the Services. Such configurations may vary by demand partner, inventory type, or market conditions and are made at Floxis's operational discretion. Publisher acknowledges that platform-level configurations may affect fill rates and revenue outcomes and does not constitute a breach of this Agreement by Floxis.

Floxis may implement restrictions on specific content categories, inventory types, or demand paths at the request of demand partners or in accordance with applicable policies. Floxis will communicate material platform policy changes with reasonable notice; continued use of the Services following notice constitutes acceptance.

9. Suspension and Termination of Access

9.1 Suspension Rights

Floxis may suspend, restrict, or terminate Publisher's access to any or all Services, in whole or in part, at any time where Floxis has reasonable grounds to believe that Publisher has:

• failed to pay any undisputed invoice amount by the applicable due date;
• generated or permitted Invalid Traffic or engaged in any form of traffic fraud or manipulation;
• misrepresented the nature, category, or quality of its inventory to Floxis or demand sources;
• breached any material term of this Agreement;
• caused or is likely to cause reputational, technical, or financial harm to Floxis or its demand relationships;
• become insolvent or subject to insolvency proceedings.

9.2 Notice and Remediation

Where circumstances permit, Floxis will provide Publisher with written notice of the basis for suspension and a reasonable opportunity to remediate. Where the risk is acute, persistent, or involves active fraud, Floxis may suspend immediately without prior notice. Suspension does not affect any payment obligations that have already accrued. Reinstatement of access is at Floxis's discretion and may be subject to additional conditions including advance payment, security deposit, or technical remediation.

9.3 Service Modifications

Floxis may modify the features, availability, or configuration of the Services at any time. Where changes materially affect Publisher's integration or revenue, Floxis will provide reasonable advance notice. Modifications made for compliance, technical, or operational reasons may be implemented without prior notice.

10. Representations and Warranties

Each Party represents and warrants to the other that as of the Effective Date and on a continuing basis:

• it is duly organised and validly existing under the laws of its jurisdiction of incorporation or formation;
• it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
• the execution and performance of this Agreement does not conflict with any other agreement, obligation, or applicable law binding on it;
• it will comply with all applicable laws, regulations, and industry standards relevant to its activities under this Agreement.

Publisher additionally warrants that:

• it has the legal right to monetise its inventory through the Services, including any applicable rights from publishers, rights holders, or platform operators;
• all information provided to Floxis in connection with this Agreement, including domain details, company registration, and banking information, is accurate and current;
• it will promptly notify Floxis of any material change to its business, inventory, ownership, or technical setup that may affect its use of the Services;
• it does not and will not knowingly generate or permit Invalid Traffic through the Services;
• neither Publisher nor, to Publisher's knowledge, any party on whose behalf it acts is subject to sanctions administered by the United Nations, the United States, the United Kingdom, or the European Union, or located, organised, or resident in any country or territory subject to comprehensive sanctions, and Publisher's performance under this Agreement will not cause Floxis to violate any applicable sanctions or export-control law.

11. Liability

11.1 Infrastructure Service

The Infrastructure Service is provided on an as-is basis. Floxis does not warrant any particular uptime level, revenue outcome, or technical performance. Floxis is not liable for losses arising from service interruptions, technical errors, downtime, or the actions of third-party systems that interact with the Platform. Publisher's sole remedy for service issues is to notify Floxis, which will apply reasonable efforts to investigate and resolve the matter.

11.2 Demand Service

Floxis does not guarantee any revenue level, fill rate, CPM outcome, or demand volume under the Demand Service. Floxis is not responsible for the actions or decisions of demand sources, nor for any indirect or consequential loss arising from their conduct or from fluctuations in market demand.

11.3 Liability Cap

Floxis's total aggregate liability to Publisher under or in connection with this Agreement, regardless of the form of action, shall not exceed the total Cleared Revenue paid to Publisher in the three (3) calendar months immediately preceding the event giving rise to the claim. This cap applies to all causes of action in the aggregate.

11.4 Exclusion of Consequential Loss

In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive loss or damages, including but not limited to loss of revenue, loss of profit, loss of anticipated savings, loss of data, loss of goodwill, or loss of business opportunity, howsoever arising and whether or not advised of the possibility of such loss. This exclusion applies to the fullest extent permitted by applicable law.

11.5 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to infrastructure failures, third-party outages, regulatory changes, natural disasters, or force majeure events. The affected Party shall notify the other as soon as reasonably practicable and shall use reasonable efforts to resume performance.

12. Indemnification

12.1 By Publisher

Publisher shall defend, indemnify, and hold harmless Floxis and its officers, directors, employees, and affiliates from and against any third-party claim, demand, action, or regulatory proceeding, and all resulting damages, fines, penalties, settlements, and reasonable legal costs, arising out of or relating to: (a) Publisher's properties, content, or inventory, including any allegation that they infringe intellectual property or other rights or violate applicable law; (b) Publisher's breach of Section 7 (Traffic Quality and Compliance), including Invalid Traffic or misrepresentation of inventory; (c) Publisher's breach of Section 13 (Data Protection), including any failure to provide legally required notices or to obtain legally required consents; or (d) fraud or wilful misconduct by Publisher, or fraud or wilful misconduct by any third party whose inventory Publisher supplies through the Services of which Publisher knew or reasonably should have known, or which arises from Publisher's breach of Section 7.1.

12.2 By Floxis

Floxis shall defend, indemnify, and hold harmless Publisher from and against any third-party claim alleging that the Infrastructure Service, as provided by Floxis and used in accordance with this Agreement, infringes that third party's intellectual property rights. This obligation does not apply to the extent a claim arises from Publisher's content or inventory, from use of the Services in breach of this Agreement, or from combination of the Services with items not supplied by Floxis. If the Infrastructure Service becomes, or in Floxis's reasonable opinion is likely to become, the subject of such a claim, Floxis may procure the right for Publisher to continue using it, modify it to be non-infringing, or terminate the affected Service on written notice. This Section 12.2 states Floxis's entire liability, and Publisher's sole remedy, for intellectual property infringement.

12.3 Procedure

The indemnified Party shall give prompt written notice of any claim, allow the indemnifying Party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes obligations or admissions on the indemnified Party without its prior written consent.

12.4 Indemnity Cap

Each Party's aggregate liability under this Section 12 shall not exceed the greater of USD 100,000 and three (3) times the fees paid or payable under this Agreement in the twelve (12) months preceding the claim. This cap applies to Floxis's obligations under Section 12.2 and to Publisher's obligations under Section 12.1 alike. Nothing in Section 11 limits either Party's obligations under this Section 12.

13. Data Protection

13.1 Compliance

Each Party shall comply with all applicable data protection and privacy laws in connection with its activities under this Agreement, including the General Data Protection Regulation (GDPR), applicable national implementing legislation, applicable ePrivacy rules on cookies and similar technologies, and applicable US state privacy laws (including the CCPA/CPRA).

13.2 Notices and Consent

Publisher is responsible for providing all legally required notices and for obtaining and evidencing all legally required user consents — on behalf of itself, Floxis, and the demand sources accessible through the Services — for any storage of or access to information on user devices, data collection, behavioural targeting, or retargeting facilitated through the Services, and for transmitting the applicable consent and privacy signals (including IAB TCF strings and US privacy signals) with each request. Publisher shall not pass personal data to Floxis or through the Services where the required legal basis or consent has not been obtained. Each Publisher property monetised through the Services shall display a privacy policy that accurately discloses the data practices associated with the Services.

13.3 Children

Publisher shall not supply through the Services any property directed at children (as defined under COPPA, the GDPR, or other applicable law) without Floxis's prior written approval and accurate flagging, and shall not knowingly pass to Floxis personal data of children under 13, or under 16 where applicable law so provides.

13.4 Data Processing Addendum

Where applicable data protection law requires terms governing the processing of personal data between the Parties, Floxis's standard Data Processing Addendum, as executed by the Parties, is incorporated into this Agreement by reference. To the extent of a conflict concerning the processing of personal data, the Data Processing Addendum prevails; it does not limit Section 11.

13.5 Profiling Restriction

Neither Party shall use data obtained through the Platform to build individual user profiles beyond what is necessary and lawful for campaign delivery and measurement.

14. Confidentiality

14.1 Obligation

Each Party agrees to hold all Confidential Information received from the other Party in strict confidence and not to disclose it to any third party without prior written consent. Each Party shall use the other Party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

14.2 Standard of Care

Each Party shall protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information of equivalent sensitivity, and in no case less than reasonable care.

14.3 Permitted Disclosures

A Party may disclose Confidential Information: (a) to its employees, officers, advisors, or contractors on a need-to-know basis, provided those persons are bound by confidentiality obligations no less restrictive than those in this Section; (b) as required by law, regulation, or court order, provided the disclosing Party gives the other Party reasonable advance notice and reasonable assistance in seeking a protective order, where legally permissible; or (c) Publisher's legal name, business domain, and seller identifiers, to the extent published in industry-standard supply-chain transparency files (including sellers.json) in accordance with IAB specifications.

14.4 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving Party prior to disclosure as evidenced by written records; (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or (d) is received from a third party without restriction.

14.5 Survival

Confidentiality obligations survive the termination or expiry of this Agreement for a period of three (3) years.

15. Term and Termination

15.1 Term

This Agreement commences on the Effective Date and continues until terminated by either Party in accordance with this Section.

15.2 Termination for Convenience

Either Party may terminate this Agreement by providing thirty (30) days' written notice to the other Party. Notice may be delivered by email to the designated contact set out in the Order Form. All active integrations and revenue operations will be wound down in an orderly manner during the notice period unless otherwise agreed in writing.

15.3 Immediate Termination

Floxis may terminate this Agreement with immediate effect, without obligation to provide a cure period, where:

• Publisher has failed to pay any undisputed invoice amount within fifteen (15) days of the due date;
• Publisher has engaged in, facilitated, or knowingly permitted Invalid Traffic or any form of traffic fraud;
• Publisher has materially breached any provision of Section 7 (Traffic Quality) or the non-circumvention restriction in Section 3.2;
• Publisher has misrepresented its inventory, business, or compliance status to Floxis;
• Publisher becomes insolvent, enters administration or liquidation, or is subject to any analogous insolvency proceeding.

15.4 Effect of Termination

Upon termination: (a) all licences and access rights granted under this Agreement cease immediately; (b) Publisher shall promptly remove all Floxis integrations, tags, and SDKs from its properties; (c) each Party shall return or destroy the other Party's Confidential Information upon written request; and (d) all accrued payment obligations remain enforceable. Floxis will issue a final invoice for any unpaid Revenue Share accrued to the termination date. Any accrued Cleared Revenue owing to Publisher will be paid on the applicable schedule, subject to the Minimum Payment Threshold and any applicable deductions.

The following Sections survive termination: 1 (Definitions); 3.2 (post-termination non-circumvention); 4 (accrued obligations); 5.3 (Data Ownership); 6 (Intellectual Property); 11 (Liability); 12 (Indemnification); 13 (Data Protection); 14 (Confidentiality, subject to the period in Section 14.5); 15.4 (Effect of Termination); and 17 (General).

16. Changes to these Terms

Floxis may update these Terms from time to time. This Section governs how such updates take effect. It does not apply to the commercial parameters set out in the Order Form, which may only be changed by written agreement of both Parties.

Material changes. Where Floxis makes a material change to these Terms, Floxis will notify the Publisher at the notice email address set out in the Order Form at least thirty (30) days before the change takes effect. Each version of these Terms states its effective date, and each change is recorded in the changelog published with these Terms.

Acceptance by continued use. The Publisher's continued use of the Services on or after the effective date of a change constitutes acceptance of the amended Terms.

Right to terminate before a change takes effect. Where a material change adversely affects the Publisher, the Publisher may terminate the Agreement by written notice given before the change's effective date. In that case, termination takes effect on the change's effective date, and the version of these Terms in force immediately before that date continues to govern until termination.

No retroactive effect. Changes to these Terms apply prospectively only. No change applies retroactively to amounts already accrued, or to rights and obligations that arose, before its effective date.

Non-material changes. Non-material changes — including corrections, clarifications, formatting, and updates that do not adversely affect the Publisher's rights or obligations — take effect when posted to this page.

17. General

17.1 Governing Law. This Agreement is governed by the laws of the Republic of Estonia, without regard to its conflict of laws principles.

17.2 Dispute Resolution. The Parties shall first attempt to resolve any dispute through good-faith negotiation at the operational level. If unresolved within thirty (30) days of written notice of the dispute, either Party may refer the matter to the competent courts of Estonia. Nothing in this clause prevents either Party from seeking urgent interim or injunctive relief.

17.3 Entire Agreement. This Agreement constitutes the complete and exclusive understanding between the Parties with respect to the Services and supersedes all prior discussions, representations, and agreements relating to the same subject matter. There are no side letters, supplementary agreements, or other documents forming part of this Agreement, other than the Data Processing Addendum executed by the Parties and updates to these Terms made in accordance with Section 16 (Changes to these Terms), unless expressly incorporated by a written amendment signed by both Parties.

17.4 Amendments. No amendment to the commercial parameters set out in the Order Form is valid unless made in writing and agreed by authorised representatives of both Parties. These Terms may be updated by Floxis in accordance with Section 16 (Changes to these Terms). Floxis may update platform policies, technical specifications, and content standards without a formal amendment, provided such changes do not materially alter the commercial parameters set out in the Order Form.

17.5 Assignment. Publisher may not assign or transfer any of its rights or obligations under this Agreement without Floxis's prior written consent. Floxis may assign this Agreement freely in connection with a corporate restructure, merger, or acquisition. Any purported assignment in breach of this clause is void.

17.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall continue in full force.

17.7 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach.

17.8 Notices. All formal notices under this Agreement must be in writing and sent by email with delivery confirmation, or by registered post to the contact details set out in the Order Form. Routine operational communications may be exchanged by email without the delivery confirmation requirement.

17.9 Electronic Signatures. This Agreement may be executed electronically. Electronic signatures are valid and binding with the same effect as handwritten signatures.

17.10 Counterparts. This Agreement may be signed in counterparts, each of which constitutes an original and together constitute a single Agreement.

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