Prepayment Agreement

Adtraction’s Partner Agreement stipulates that accrued compensation to the Partner is paid on a monthly basis provided that the Partner has generated Traffic for which Adtraction has received full compensation from each Advertiser to whose Partner programs the Partner has subscribed.

Adtraction offers you (the “Partner”) an opportunity to receive prepayments of compensation, in full or in part, for generated Traffic for certain Advertisers (“Qualified Advertisers”) to whose Partner Programs the Partner has subscribed, as set out below.

The Partner will receive compensation, in full or in part as decided by Adtraction in its sole discretion, for generated Traffic on invoiced transactions for Qualified Advertisers, rather than when Adtraction has received full compensation from each Qualified Advertiser to whose Partner programs the Partner has subscribed.

Adtraction decides in its sole discretion, at any given time, which Advertisers are Qualified.

The Partner is under an obligation to reimburse prepaid compensation received by the Partner, pertaining to generated Traffic for Advertisers that are no longer classified as Qualified Advertisers by Adtraction, to the extent that Adtraction has not received compensation from such Advertiser for generated Traffic that has been prepaid.

Repayment of prepaid compensation shall, in Adtraction’s sole discretion, be made by Adtraction charging the amount to the Partner’s account at Adtraction, by Adtraction invoicing the Partner the amount or otherwise as determined by Adtraction.

The Partner pays a fee for receiving a prepayment. This fee may vary from time to time and is always presented in Adtraction’s system before a prepayment is generated. Only one prepayment per month may be generated. The Prepayment is not generated automatically by Adtraction at a certain date, the prepayment must be generated by the Partner.

At any given time, Adtraction may change this Prepayment Agreement or terminate, with immediate effect, this Prepayment Agreement.

The Partner undertakes to maintain as confidential and shall not disclose (except as required by law or as authorized in writing by Adtraction), any information regarding the content of this Prepayment Agreement, including the fee payable to Adtraction, and any information that the Partner may from time to time receive or obtain as a result of entering into or performing its obligations pursuant to this Prepayment Agreement.

Adtraction and the Partner agree that except to the extent modified in accordance with the Prepayment Agreement, the provisions of the Partner Agreement shall continue in full force and effect in accordance with the terms thereof and that the choice of law and dispute resolution provisions in the Partner Agreement also are applicable for this Prepayment Agreement.