Last Updated: October 6, 2026
These Publisher Terms & Conditions (the “Terms”) are between AdGem LLC (“AdGem,” “we,” “us,” or “our”) and the person or entity that accepts these Terms, creates or uses a Publisher account subject to these Terms, or enters into an insertion order or other order document with AdGem (“Publisher,” “you,” or “your”). These Terms apply whether Publisher contracts with AdGem through electronic acceptance, online registration or account creation, an insertion order, or another ordering process.
AdGem operates a performance-based mobile advertising and reward monetization platform through which advertising offers, campaigns, and related content (“Offers”) may be made available to users of Publisher properties. The AdGem platform, Offer Wall, APIs, SDKs, dashboards, reporting tools, support functionality, and related technology and services are collectively the “Services.”
A website, mobile application, game, rewards program, or other digital property owned, operated, or lawfully controlled by Publisher through which the Services are made available is a “Publisher Property.” An individual who accesses or interacts with the Services through a Publisher Property is an “End User” or “Player.”
These Terms, the Data Processing Addendum incorporated as Exhibit A (the “DPA”), and, if applicable, any insertion order, order form, or similar document entered into by the parties (each, an “IO”), together with any applicable technical or SDK terms incorporated in accordance with these Terms, collectively constitute the “Agreement.”
By clicking to accept these Terms, creating or using a Publisher account subject to these Terms, accessing, integrating, or using the Services, or executing an IO that incorporates these Terms, Publisher agrees to be bound by the Agreement. The individual accepting the Agreement on Publisher’s behalf represents and warrants that the individual has authority to bind Publisher.
1. DEFINITIONS
Capitalized terms are defined in these Terms, an applicable IO, or the DPA. Terms not specifically defined will be given their ordinary meaning in the context in which they are used.
“Advertiser” means an advertiser, agency, demand partner, or other third party whose Offers or campaigns are made available through the Services.
“AdGem Technology” means the AdGem Platform and all software, APIs, SDKs, code, documentation, dashboards, systems, interfaces, databases, methodologies, and other technology made available by or on behalf of AdGem in connection with the Services.
“Applicable Law” means laws, rules, regulations, binding regulatory requirements, and governmental orders applicable to the applicable party’s performance under the Agreement.
“Payment” means amounts payable by AdGem to Publisher under an applicable IO and these Terms, after applicable adjustments, reversals, chargebacks, offsets, and other deductions permitted by the Agreement.
“Publisher Content” means the Publisher Property, Publisher Marks, and content supplied, displayed, or controlled by Publisher, excluding AdGem Technology and Offers.
2. AGREEMENT STRUCTURE; ORDER OF PRECEDENCE; CHANGES
2.1 Order of Precedence. If there is a conflict among documents comprising the Agreement, the following order of precedence applies: (a) an applicable IO, but only to the extent the IO expressly modifies or is inconsistent with a provision of these Terms; (b) the DPA, solely with respect to the Processing of Personal Data; (c) these Terms; and (d) applicable technical, SDK, or implementation terms, unless those terms expressly state that they supersede a specified provision of these Terms.
2.2 Service Changes. AdGem may modify, update, replace, suspend, or discontinue features or components of the Services from time to time. AdGem will use commercially reasonable efforts to provide advance notice of a material change that is reasonably expected to materially and adversely affect Publisher’s ongoing integration, except where immediate action is reasonably necessary for security, fraud prevention, legal or regulatory compliance, platform-policy compliance, third-party requirements, or service integrity.
2.3 Changes to Terms. AdGem may update these Terms by providing Publisher at least thirty (30) days’ prior notice of a material change. Notice may be provided by email, through the AdGem Platform, or by another reasonable electronic method. The updated Terms will become effective at the end of the notice period. Publisher may terminate the Agreement before the effective date if Publisher does not agree to the material change. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Changes required to comply with Applicable Law or binding third-party platform requirements may become effective on shorter notice where reasonably necessary.
2.4 Negotiated Terms. A change to an executed IO or other individually negotiated term must be agreed in writing by authorized representatives of both parties.
3. ACCOUNT AND ACCESS
3.1 Account. AdGem may require Publisher to establish an account on the AdGem Platform. Approval and continued availability of an account are subject to AdGem’s reasonable onboarding, compliance, fraud, and operational requirements.
3.2 Account Information. Publisher shall provide accurate, complete, and current account, business, tax, payment, and contact information and promptly update material changes.
3.3 Authorized Users. Publisher is responsible for persons it authorizes to access its account and for activity occurring through its credentials. Publisher shall maintain reasonable security over credentials and promptly notify AdGem of suspected unauthorized access or compromise.
3.4 Authority. AdGem may rely on instructions and actions of Publisher personnel reasonably appearing to have authority regarding Publisher’s account, integration, campaigns, reporting, or payments until AdGem receives reasonable notice otherwise.
4. SERVICES AND LICENSE
4.1 Services. Subject to the Agreement, AdGem will make the applicable Services available to Publisher to enable Offers to be presented or otherwise made available through approved Publisher Properties. The specific integration method may include an Offer Wall, API, SDK, link-out experience, or another method approved by AdGem.
4.2 Limited License. During the Term, AdGem grants Publisher a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the AdGem Technology solely as necessary to receive and use the Services in accordance with the Agreement.
4.3 Offer Availability. AdGem may determine or modify which Offers, Advertisers, campaigns, features, or functionality are available through the Services. Availability may vary based on geography, device, eligibility criteria, Advertiser requirements, inventory, compliance considerations, performance, fraud risk, or other operational factors. AdGem does not guarantee the availability, volume, value, duration, or performance of any Offer.
4.4 Implementation. Publisher shall implement and display the Services in accordance with AdGem’s then-current reasonable technical specifications and integration instructions. Publisher shall not materially alter an Offer, tracking mechanism, required disclosure, eligibility condition, or AdGem-controlled user experience without AdGem’s prior written approval.
4.5 Third-Party Offers. Offers may be created, supplied, operated, or fulfilled by Advertisers or other third parties. Except for AdGem’s obligations expressly stated in the Agreement, AdGem does not control and is not responsible for an Advertiser’s products, services, applications, websites, representations, fulfillment, or independent conduct.
5. PUBLISHER PROPERTY APPROVAL AND PLACEMENT
5.1 Approved Properties. Publisher may use the Services only on Publisher Properties approved by AdGem or otherwise authorized under an applicable IO. Publisher shall provide information reasonably requested by AdGem concerning a Publisher Property, its ownership or control, audience, distribution, integration, and reward mechanics.
5.2 Placement. Publisher shall present the Services and Offers in a manner consistent with the Agreement, AdGem’s reasonable written requirements, Applicable Law, and applicable platform policies. Publisher shall not obscure, misrepresent, modify, or interfere with material Offer terms, eligibility criteria, disclosures, tracking, or attribution.
5.3 Changes. Publisher shall notify AdGem of material changes to an approved Publisher Property or integration that could reasonably affect compliance, attribution, fraud risk, reward fulfillment, or the operation of the Services.
6. MARKETING AND MARKS
6.1 Publisher Marks. Publisher grants AdGem a limited, worldwide, non-exclusive, royalty-free license during the Term to use Publisher’s names, trademarks, trade names, and logos (collectively, “Publisher Marks”) as reasonably necessary to provide the Services and to identify Publisher as an AdGem customer or partner. AdGem shall not materially alter Publisher Marks except for formatting reasonably necessary for display.
6.2 Opt-Out. Upon Publisher’s written request, AdGem will cease new public-facing use of Publisher Marks solely for customer-list or promotional identification, except for uses already committed or required to provide the Services.
6.3 Ownership. Each party retains ownership of its marks and associated goodwill.
7. INTELLECTUAL PROPERTY
7.1 AdGem Rights. As between the parties, AdGem and its licensors own all right, title, and interest in and to the AdGem Technology, Services, AdGem Marks, and all modifications, enhancements, improvements, and derivative works thereof, including all intellectual property rights.
7.2 Publisher Rights. As between the parties, Publisher and its licensors own all right, title, and interest in and to Publisher Content and Publisher Marks, excluding AdGem Technology, Offers, and third-party materials.
7.3 Feedback. If Publisher provides suggestions, ideas, or feedback concerning the Services, AdGem may use them without restriction or obligation, provided AdGem does not identify Publisher as the source without permission.
7.4 Third-Party Materials. The Services may include third-party software, content, or technology subject to additional license terms. Publisher shall comply with third-party terms made reasonably available to Publisher that apply to its use of such materials.
8. USE RESTRICTIONS
Except as expressly permitted by the Agreement, Publisher shall not, and shall not permit any third party to:
9. OFFERS AND ADVERTISER CONTENT
9.1 Limited Use. Publisher may display or otherwise make Offers available only through the Services and only for the purposes authorized by the Agreement.
9.2 No Modification. Publisher shall not modify Advertiser creative, Offer requirements, disclosures, pricing, reward conditions, trademarks, or other Offer content without AdGem’s prior written approval.
9.3 Removal. AdGem may remove, pause, replace, or restrict an Offer at any time, including in response to Advertiser instructions, inventory changes, performance, compliance concerns, fraud, platform-policy requirements, or legal risk.
9.4 Publisher Concerns. Publisher shall promptly notify AdGem if Publisher reasonably believes an Offer made available through the Services is unlawful, materially misleading, malicious, or otherwise presents a material risk to End Users or Publisher.
10. PAYMENT
10.1 Payment Terms. AdGem shall pay Publisher the amounts earned under the applicable IO, Publisher account, Dashboard, or other compensation terms made available or agreed by AdGem, subject to the Agreement. Unless an IO or other applicable compensation terms expressly provide otherwise, Payments will be made within sixty (60) days after the end of the applicable calendar month in U.S. Dollars by an electronic payment method approved by AdGem.
10.2 Earned Amounts and Reconciliation. Amounts displayed in the Dashboard or preliminary reports are estimates until finally reconciled. Payments are based on AdGem’s tracking and reporting, together with applicable Advertiser reporting and reconciliation, and are subject to correction for invalid or fraudulent activity, duplicate or ineligible events, tracking corrections, reporting errors, Advertiser reversals or chargebacks, refunds, cancellations, noncompliant traffic, and other adjustments permitted by the Agreement or applicable IO.
10.3 Advertiser Nonpayment. Unless an applicable IO expressly provides otherwise, AdGem’s obligation to pay Publisher for an Offer is conditioned upon AdGem’s receipt of the corresponding amounts from the applicable Advertiser or demand partner. AdGem shall use commercially reasonable efforts to collect amounts properly due from Advertisers. AdGem will not be responsible for an Advertiser’s insolvency, refusal to pay, or failure to pay amounts attributable to Publisher where AdGem has not received the corresponding funds, except to the extent nonpayment results from AdGem’s breach of its agreement with the Advertiser.
10.4 Fraud, Breach, and Withholding. AdGem may withhold, reduce, offset, or reverse the portion of a Payment reasonably associated with suspected fraud, invalid activity, Publisher’s breach of the Agreement, violation of Applicable Law or platform policy, an Advertiser dispute or chargeback, or amounts otherwise not properly payable. AdGem shall not withhold undisputed amounts unrelated to the applicable issue.
10.5 Overpayments and Post-Payment Adjustments. If AdGem pays Publisher an amount that is later determined not to have been earned or becomes subject to a valid Advertiser chargeback, reversal, refund, or adjustment, AdGem may offset the amount against future Payments or require Publisher to repay the amount. Publisher shall repay any amount properly due under this Section within thirty (30) days after written notice and reasonable supporting information.
10.6 Payment Disputes. Publisher must notify AdGem in writing of a good-faith dispute concerning a Payment or calculation within fourteen (14) days after the applicable statement, report, or Payment is made available to Publisher. The notice must identify the disputed amount and reasonable detail supporting the dispute. Calculations not timely disputed are deemed accepted, except for manifest error or fraud. The parties shall cooperate in good faith to resolve timely disputes.
10.7 Dashboard. The Dashboard and other reporting tools are provided for operational convenience and may contain preliminary or estimated information. Temporary unavailability or reporting discrepancies do not independently create liability. AdGem may reasonably update reporting methodologies, provided such changes are not used to retroactively deprive Publisher of amounts properly earned under the Agreement.
10.8 Taxes and Payment Information. Publisher is responsible for taxes imposed on Publisher arising from Payments, excluding taxes based on AdGem’s net income. Publisher shall provide accurate tax and payment information reasonably required by AdGem. AdGem may withhold taxes where required by law.
11. PUBLISHER OBLIGATIONS
11.1 Authority and Rights. Publisher represents and warrants that it owns or has all rights and authority necessary to operate each Publisher Property, use Publisher Content and Publisher Marks, enter into the Agreement, perform its obligations, and authorize the integration and operation of the Services.
11.2 Compliance and Publisher Content. Publisher shall comply with Applicable Law and applicable Apple App Store, Google Play, Amazon, and other platform policies relevant to the Publisher Property and Services. Publisher Content and Publisher’s use of the Services shall not be unlawful, fraudulent, deceptive, defamatory, infringing, malicious, or materially harmful, and shall not promote illegal activity, malware, unlawful gambling, illegal drugs, trafficking, or other content or conduct that would reasonably expose AdGem or an Advertiser to material legal or regulatory risk.
11.3 Fraud and Invalid Activity. Publisher shall not generate, encourage, permit, purchase, or knowingly benefit from fraudulent or invalid activity. Prohibited activity includes fabricated or automated interactions, bots, scripts, emulators or device farms used to manipulate activity, click injection or click spamming, duplicate or self-generated conversions where not expressly permitted, false attribution, manipulation of device identifiers or tracking, misrepresentation of Offer completion, unauthorized incentives, or other conduct designed to create activity that does not reflect a genuine eligible End User action.
AdGem may investigate suspected fraud or invalid activity using its own data and information from Advertisers, attribution providers, fraud-prevention providers, Publisher, or other relevant sources. Where AdGem reasonably determines that activity is fraudulent, invalid, or materially noncompliant, AdGem may reject the affected activity, withhold or reverse associated Payments, suspend affected Offers or traffic, and, for material or repeated violations, suspend or terminate Publisher’s account or the Agreement.
11.4 Rewards and End User Compensation. Publisher is solely responsible for the design, administration, funding, issuance, delivery, and fulfillment of rewards, incentives, virtual currency, benefits, or other compensation promised by Publisher to End Users in connection with the Services. Publisher shall clearly disclose material reward terms and administer its reward program fairly and in compliance with Applicable Law and applicable platform policies.
Where AdGem’s systems or Player Support process determines, based on applicable tracking, Advertiser confirmation, or other available information, that an End User has satisfied the applicable Offer requirements and AdGem instructs Publisher to credit the associated Publisher reward, Publisher shall promptly provide the reward in accordance with Publisher’s disclosed reward terms, unless Publisher provides AdGem with a reasonable, documented basis for disputing the determination.
11.5 Reward Program Responsibility. AdGem does not issue or fund Publisher rewards and does not control the type, value, redemption terms, availability, or legal characterization of Publisher’s reward program. Publisher is responsible for determining whether its reward program and any reward having monetary or real-world value comply with Applicable Law and platform policies. Publisher shall not structure or operate a reward program in a manner that would cause AdGem to be treated as an unlicensed gambling operator or facilitator or otherwise subject AdGem to a licensing obligation arising solely from Publisher’s reward mechanics.
11.6 Privacy and Data Processing. Each party shall comply with Data Protection Laws applicable to its Processing of Personal Data under the Agreement. Publisher shall maintain a legally compliant privacy notice for each Publisher Property that accurately discloses the relevant Processing and the involvement of AdGem where required by law. Publisher is responsible for obtaining or facilitating all legally required notices, consents, permissions, authorizations, and lawful bases necessary for Publisher to collect Personal Data and make it available to AdGem in connection with the Services, including any consent or permission required by Applicable Law or applicable mobile-platform requirements for access to or use of advertising identifiers, device information, tracking technologies, or similar data.
Publisher shall not instruct or enable AdGem to Process Personal Data in a manner inconsistent with a privacy choice or consent state that Publisher is required to honor and communicate through the applicable integration. The parties’ respective roles and obligations regarding Personal Data are further governed by the DPA, which is incorporated into the Agreement as Exhibit A.
AdGem’s Privacy Policy describes AdGem’s Processing of Personal Data in circumstances in which the Privacy Policy applies. Publisher shall not make representations regarding AdGem’s privacy practices that are inconsistent with the DPA, AdGem’s Privacy Policy, or written information supplied by AdGem.
11.7 End User Communications. Publisher shall not make false or misleading statements concerning AdGem, an Advertiser, an Offer, reward eligibility, Offer completion requirements, or the operation of the Services. Publisher remains responsible for its own communications and representations to End Users.
12. ADGEM OBLIGATIONS
12.1 Services. Subject to the Agreement, AdGem will make the applicable Services available to Publisher and will perform its obligations under the Agreement in a professional and commercially reasonable manner.
12.2 Compliance. AdGem shall comply with Applicable Law directly applicable to AdGem’s performance of the Services. AdGem is not responsible for laws, platform requirements, or obligations that apply to Publisher because of Publisher’s business, Publisher Property, audience, reward program, jurisdiction, or independent conduct.
12.3 Privacy and Security. AdGem’s obligations regarding Personal Data, data security, Security Incidents, subprocessors, and international data transfers are governed by the DPA.
12.4 Player Support. AdGem may provide Player Support for some Publisher integrations. The scope and availability of Player Support may vary by Publisher, integration, or Offer. AdGem may request information reasonably necessary to investigate a support matter and may communicate directly with a Player where applicable. AdGem’s support determination concerning attribution or Offer completion does not transfer to AdGem Publisher’s responsibility for funding and fulfilling Publisher rewards.
13. DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES, ADGEM TECHNOLOGY, DASHBOARD, REPORTS, OFFERS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADGEM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ADGEM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ALL TIMES; THAT ALL TRACKING OR ATTRIBUTION WILL BE SUCCESSFUL; THAT ANY OFFER WILL REMAIN AVAILABLE OR ACHIEVE A PARTICULAR RESULT; OR THAT AN ADVERTISER OR OTHER THIRD PARTY WILL PERFORM ITS OBLIGATIONS. ADGEM IS NOT RESPONSIBLE FOR FAILURES CAUSED BY PUBLISHER SYSTEMS, END USER DEVICES OR SETTINGS, THIRD-PARTY PLATFORMS OR SERVICES, INTERNET OR NETWORK CONDITIONS, OR OTHER MATTERS OUTSIDE ADGEM’S REASONABLE CONTROL.
Nothing in this Section limits an express obligation of AdGem under the DPA or an applicable IO.
14. LIMITATION OF LIABILITY
14.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Liability Cap. EXCEPT TO THE EXTENT LIABILITY CANNOT LAWFULLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY ADGEM TO PUBLISHER UNDER THE AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Payment Obligations. The liability cap does not limit AdGem’s obligation to pay undisputed Payments properly earned by Publisher under the Agreement, subject to the reconciliation, withholding, chargeback, offset, and other Payment provisions of Section 10.
14.4 Essential Basis. The limitations in this Section apply regardless of the form of action and reflect the parties’ allocation of risk and the economic basis of the Agreement.
15. INDEMNIFICATION
15.1 Publisher Indemnity. Publisher shall defend, indemnify, and hold harmless AdGem, its Affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against third-party claims, actions, proceedings, damages, liabilities, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:
15.2 AdGem Indemnity. AdGem shall defend, indemnify, and hold harmless Publisher and its officers, directors, and employees from and against third-party claims alleging that Publisher’s authorized use of the AdGem Technology, as provided by AdGem and used in accordance with the Agreement, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret.
AdGem will have no obligation under Section 15.2 to the extent a claim arises from: (a) Publisher Content or a Publisher Property; (b) an Offer or other material supplied by an Advertiser or third party; (c) modification of AdGem Technology not made or authorized by AdGem; (d) combination of AdGem Technology with products, services, or materials not supplied or required by AdGem, where the claim would not otherwise have arisen; or (e) use of AdGem Technology outside the scope of the Agreement.
If a claim under Section 15.2 appears likely, AdGem may, at its option: modify or replace the affected AdGem Technology so it is non-infringing without materially reducing its functionality; obtain the right for Publisher to continue using it; or terminate the affected Services and any applicable IO without further liability other than undisputed Payments properly earned through termination.
15.3 Procedure. The indemnified party shall provide reasonably prompt written notice of a covered claim, reasonable cooperation at the indemnifying party’s expense, and control of the defense and settlement to the indemnifying party. Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.
16. TERM; SUSPENSION; TERMINATION
16.1 Term. The Agreement begins on the applicable effective date and continues until terminated in accordance with the Agreement (the “Term”).
16.2 Convenience Termination. Unless an IO expressly provides a different committed term or termination right, either party may terminate the Agreement or an applicable IO upon fourteen (14) days’ prior written notice.
16.3 Suspension. AdGem may immediately suspend or restrict Publisher’s access to all or part of the Services, affected Offers, traffic, or Payments reasonably related to the applicable issue where AdGem reasonably believes suspension is necessary because of suspected fraud or invalid activity, a material breach, security risk, legal or regulatory risk, platform-policy concern, Advertiser requirement, nonpayment or payment-risk issue, or conduct that threatens the integrity of the Services. Where reasonably practicable, AdGem will notify Publisher of the basis for suspension and provide an opportunity to address a remediable issue.
16.4 Termination for Cause. Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure the breach within ten (10) business days after written notice, if the breach is capable of cure. AdGem may terminate immediately for fraud, intentional manipulation of the Services, unlawful conduct, a material security threat, repeated material violations, or a breach that is not reasonably capable of cure.
16.5 Effect of Termination. Upon termination, Publisher shall cease use of the terminated Services and AdGem Technology and remove integrations or materials as reasonably necessary. Termination does not affect accrued rights or obligations. AdGem shall pay undisputed amounts properly earned before termination in accordance with Section 10, subject to final reconciliation, Advertiser payment conditions, chargebacks, reversals, offsets, fraud review, and other adjustments permitted by the Agreement.
16.6 Data Following Termination. Personal Data will be returned, deleted, or retained as provided in the DPA and Applicable Law. AdGem is not required to maintain Publisher’s account access or non-Personal Data following termination except as required by law or expressly agreed in writing.
16.7 Survival. Sections that by their nature should survive termination will survive, including Sections 1, 7, 8, 10, 11, 13, 14, 15, 16.5-16.7, 17, 18, 19, 20, 21, 22, and 23, together with the DPA to the extent provided therein.
17. RECORDS AND AUDIT
17.1 Records. Publisher shall maintain records reasonably sufficient to substantiate its compliance with the Agreement with respect to traffic quality, Offer presentation, reward fulfillment, fraud prevention, privacy and consent obligations, and amounts relevant to Payment calculations, for at least twelve (12) months after the applicable activity or such longer period as required by Applicable Law.
17.2 Compliance Review. Upon reasonable written request, Publisher shall provide information reasonably necessary to verify compliance with the Agreement. If such information is reasonably insufficient, AdGem may, no more than once in any twelve-month period, conduct an audit of records directly relevant to the applicable compliance issue on at least ten (10) business days’ prior notice during normal business hours.
17.3 Exceptions. The frequency and notice limitations in Section 17.2 do not apply where AdGem reasonably suspects material fraud, intentional manipulation, material noncompliance, or where an Advertiser or governmental authority requires information or review concerning Publisher activity.
17.4 Audit Protections. Audits shall be conducted in a manner designed to minimize disruption and protect Publisher’s confidential information. AdGem shall not be entitled to access information unrelated to Publisher’s performance under the Agreement. AdGem bears its ordinary audit costs; however, Publisher shall reimburse reasonable audit costs if an audit identifies a material breach, fraud, or Payment overstatement exceeding five percent (5%) for the audited period.
18. CONFIDENTIALITY
18.1 Confidential Information. “Confidential Information” means non-public information disclosed by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. AdGem Confidential Information includes non-public pricing, margins, Advertiser identities and relationships, campaign information, Reports, platform data, fraud methods, technical information, and AdGem Technology. Publisher Confidential Information includes non-public business, product, user, financial, and technical information.
18.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is received lawfully from a third party without confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
18.3 Protection and Use. The Receiving Party shall use Confidential Information only to perform or exercise rights under the Agreement and shall protect it using at least reasonable care. The Receiving Party may disclose Confidential Information to its employees, Affiliates, contractors, professional advisors, financing sources, and service providers who have a need to know and are subject to confidentiality obligations at least as protective in substance.
18.4 Required Disclosure. If legally required to disclose Confidential Information, the Receiving Party may do so, provided it gives advance notice to the Disclosing Party where legally permitted and reasonably cooperates, at the Disclosing Party’s expense, with efforts to seek confidential treatment.
18.5 Duration. The obligations in this Section continue during the Term and for three (3) years thereafter, except that trade secrets will be protected for so long as they remain trade secrets under Applicable Law.
19. NON-CIRCUMVENTION
19.1 Protected Relationships. Publisher acknowledges that AdGem invests substantial resources in developing proprietary relationships with Advertisers. During the Term and for twelve (12) months after termination or expiration of the applicable IO, Publisher shall not knowingly circumvent AdGem by directly or indirectly entering into a relationship with an Advertiser for substantially similar rewarded-user-acquisition or Offer Wall demand that Publisher first learned of, was introduced to, or materially engaged with through AdGem, where the purpose or reasonably foreseeable effect is to avoid AdGem’s participation or compensation.
19.2 Existing and Independent Relationships. Section 19.1 does not restrict: (a) a relationship that Publisher can reasonably document existed before Publisher’s first material exposure to the applicable Advertiser through AdGem; (b) a relationship independently developed without use of AdGem Confidential Information or circumvention of AdGem; or (c) general advertising, affiliate, cashback, or other business activities with an Advertiser that are materially distinct from the services or demand Publisher received through AdGem.
19.3 Remedies. Publisher acknowledges that a breach of this Section may cause harm that is difficult to quantify and that AdGem may seek injunctive or other equitable relief in addition to damages and other remedies available at law. Any monetary recovery will be limited to AdGem’s actual damages, lost fees or profits reasonably attributable to the circumvention, and other amounts recoverable under Applicable Law. The parties agree that this Section is intended to protect AdGem’s legitimate business relationships and not to prohibit lawful competition unrelated to those relationships.
20. SERVICE AND BUSINESS DATA
20.1 Usage Data. AdGem may collect and use data concerning Publisher’s business use, configuration, performance, and operation of the Services that does not identify or relate to an individual End User or device (“Usage Data”). As between the parties, AdGem owns Usage Data and may use it to operate, administer, secure, support, measure, and improve the Services; perform business and financial analysis concerning the Services; plan capacity and product functionality; prevent fraud and abuse; and comply with legal obligations.
20.2 Restrictions. Usage Data does not include End User- or device-level Personal Data. Personal Data is governed by the DPA and AdGem’s Privacy Policy, as applicable. Nothing in this Section authorizes AdGem to use Player Personal Data to create consumer profiles or audience segments, conduct targeted or cross-context behavioral advertising, or generate generalized behavioral learnings unrelated to providing, administering, securing, or supporting the Services.
20.3 Aggregated Business Information. AdGem may use information derived from Usage Data in aggregated form that does not identify Publisher to analyze and describe the performance and operation of AdGem’s business and Services.
21. EQUITABLE RELIEF
A breach or threatened breach of Sections 7, 8, 18, or 19 may cause irreparable harm for which monetary damages may be inadequate. Subject to Applicable Law, the affected party may seek appropriate injunctive or equitable relief in addition to other available remedies, without limiting any defenses of the other party. To the extent permitted by law, the parties waive any requirement to post a bond as a condition to such relief.
22. NOTICES
22.1 Notices to AdGem. Legal notices under the Agreement must be in writing and sent to:
ADGEM LLC
ATTN: LEGAL DEPT
Legal@adgem.com
22.2 Notices to Publisher. AdGem may send notices to the email address or other contact information associated with Publisher’s account or applicable IO.
22.3 Effectiveness. Email notices are effective upon transmission unless the sender receives a delivery-failure notice. Notices of material breach, indemnification claims, or termination for cause should also be sent to the primary business or legal contact identified in the applicable IO or account, where available.
23. GENERAL
23.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous proposals, communications, and agreements concerning that subject matter. Publisher purchase orders or other unilateral forms do not modify the Agreement.
23.2 Waiver. A waiver must be in writing and signed by the waiving party. Failure or delay to enforce a provision is not a waiver of that provision or any other provision.
23.3 Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.
23.4 Assignment. Publisher may not assign or transfer the Agreement, in whole or in part, without AdGem’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets relating to the Agreement, provided the assignee is not a competitor of AdGem and agrees in writing to be bound by the Agreement. AdGem may assign the Agreement to an Affiliate or in connection with a merger, reorganization, financing, sale of assets, or change of control. Any prohibited assignment is void.
23.5 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, franchise, employment, or agency relationship, and neither party has authority to bind the other except as expressly stated.
23.6 No Third-Party Beneficiaries. Except for indemnified parties expressly identified in Section 15 and licensors whose rights are expressly protected under the Agreement, the Agreement does not create rights in any third party.
23.7 Force Majeure. Neither party is liable for delay or failure to perform, other than payment obligations for amounts already due, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, widespread internet or telecommunications failures, governmental action, utility failures, or failures of third-party platforms or infrastructure not reasonably within the party’s control.
23.8 Governing Law and Venue. The Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles. The state and federal courts located in Denver County, Colorado will have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue in those courts.
23.9 Headings. Headings are for convenience only and do not affect interpretation.
23.10 Counterparts and Electronic Acceptance. IOs and other written amendments may be executed in counterparts and by electronic signature. Electronic acceptance of these Terms has the same effect as a physical signature.
23.11 Interpretation. The words “including” and “include” mean “including without limitation.” References to writing include email where the Agreement permits notice or approval by email. The Agreement will not be construed against either party merely because that party drafted a provision.
EXHIBIT A – DATA PROCESSING ADDENDUM
The AdGem Data Processing Addendum (“DPA”) set forth below or made available by AdGem at the same location as these Terms forms Exhibit A to and is incorporated into these Terms. The DPA applies to the Processing of Personal Data in connection with the Services to the extent provided therein, whether Publisher accepts these Terms electronically or enters into an IO with AdGem.
EXHIBIT A
DATA PROCESSING ADDENDUM
Effective October 6, 2026
This Data Processing Addendum (“Addendum”) forms part of and is incorporated into the AdGem Publisher Terms & Conditions and any applicable insertion order, order form, or other agreement that incorporates those terms (collectively, the “Agreement”) between AdGem LLC (“AdGem”) and the publisher identified in the Agreement (“Publisher”). Capitalized terms not defined in this Addendum have the meanings given in the Agreement.
This Addendum governs the Processing of Personal Data in connection with the Services to the extent required by applicable Data Protection Laws. Except as modified by this Addendum, the Agreement remains in full force and effect.
1. DEFINITIONS
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the power to direct or cause the direction of the management and policies of the entity, whether through ownership, contract, or otherwise.
“Controller” means the person or entity that determines the purposes and means of Processing Personal Data, including a “business” or similar regulated entity where applicable under U.S. Data Protection Laws.
“Data Protection Laws” means privacy, data protection, and data security laws applicable to the Processing of Personal Data under this Addendum, including, to the extent applicable, European Data Protection Laws and U.S. Data Protection Laws.
“Data Subject” means an identified or identifiable natural person to whom Personal Data relates, including an End User or Player.
“European Data Protection Laws” means, to the extent applicable: (a) Regulation (EU) 2016/679 (“GDPR”); (b) the GDPR as incorporated into United Kingdom law (“UK GDPR”), the UK Data Protection Act 2018, and applicable UK laws concerning privacy, data protection, and electronic communications (“UK Data Protection Laws”); (c) the Swiss Federal Act on Data Protection (“Swiss FADP”); and (d) other applicable data protection laws of the European Economic Area, United Kingdom, or Switzerland.
“Independent Processing” means Processing for which AdGem determines the applicable purposes and means and therefore acts as an independent Controller, as described in Section 5.
“Personal Data” means information that constitutes “personal data,” “personal information,” or a similar term under applicable Data Protection Laws.
“Process” or “Processing” means any operation or set of operations performed on Personal Data, including collection, recording, organization, storage, alteration, retrieval, consultation, use, disclosure, transmission, combination, restriction, deletion, or destruction.
“Processor” means a person or entity that Processes Personal Data on behalf of a Controller, including a “service provider,” “contractor,” or analogous role where applicable under U.S. Data Protection Laws.
“Publisher Personal Data” means Personal Data Processed by AdGem on behalf of Publisher in AdGem’s capacity as Processor to provide the Services under the Agreement.
“Security Incident” means a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Publisher Personal Data in AdGem’s possession, custody, or control. Security Incident does not include unsuccessful attempts or activities that do not compromise Publisher Personal Data, such as unsuccessful login attempts, scans, pings, denial-of-service attempts, or other attacks blocked by AdGem’s security controls.
“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for transfers of personal data to third countries adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914, as amended, replaced, or superseded.
“Subprocessor” means a third party engaged by AdGem to Process Publisher Personal Data on behalf of Publisher.
“U.S. Data Protection Laws” means applicable comprehensive U.S. state privacy laws and implementing regulations governing the Processing of Publisher Personal Data, including the California Consumer Privacy Act, as amended, and analogous state privacy laws, in each case to the extent applicable.
2. SCOPE AND ROLES OF THE PARTIES
2.1 Processor Processing. To the extent AdGem Processes Publisher Personal Data on behalf of Publisher to provide the Services, Publisher is the Controller and AdGem is the Processor. The subject matter, duration, nature, purposes, categories of Personal Data, and categories of Data Subjects are described in Appendix 1.
2.2 Independent Processing. The parties acknowledge that certain limited Processing by AdGem is not performed solely on Publisher’s behalf. For the Independent Processing described in Section 5, each party acts as an independent Controller with respect to the Personal Data it Processes for its independently determined purposes. Nothing in this Addendum creates a joint-controller relationship unless the parties expressly agree otherwise in writing.
2.3 Compliance. Each party is responsible for its own compliance with Data Protection Laws applicable to its Processing and nothing in this Addendum relieves either party of obligations imposed directly on it by applicable law.
3. PUBLISHER INSTRUCTIONS AND RESPONSIBILITIES
3.1 Documented Instructions. The Agreement, this Addendum, Publisher’s configuration and use of the Services, and other documented instructions consistent with the Agreement constitute Publisher’s documented instructions to AdGem for Processing Publisher Personal Data. AdGem shall Process Publisher Personal Data only on such documented instructions unless Processing is required by applicable law. If applicable law requires AdGem to Process Publisher Personal Data other than on Publisher’s instructions, AdGem shall inform Publisher before the Processing unless prohibited by law.
3.2 Lawfulness and Transparency. Publisher represents and warrants that it has, and throughout the term will maintain, all rights, permissions, notices, consents, authorizations, and lawful bases required to collect, Process, and make Publisher Personal Data available to AdGem for the Services. Publisher shall maintain a legally compliant privacy notice for each applicable Publisher Property that accurately discloses the relevant Processing and the involvement of AdGem where required by law.
3.3 Device and Platform Permissions. Without limiting Section 3.2, Publisher is responsible for obtaining or facilitating any consent or permission required by applicable law or applicable mobile-platform requirements for access to or use of advertising identifiers, device information, tracking technologies, or similar data made available through Publisher’s application or integration. Publisher shall not instruct or enable AdGem to Process information in a manner that conflicts with a privacy choice or consent state that Publisher is required to honor and communicate through the applicable integration.
3.4 Sensitive Data. Publisher shall not intentionally provide AdGem with sensitive or special-category Personal Data unless expressly agreed in writing by AdGem and permitted by applicable law. For clarity, AdGem does not collect or store precise geolocation information from Players as part of the Services described in Appendix 1.
3.5 Unlawful Instructions. AdGem shall promptly inform Publisher if, in AdGem’s reasonable opinion, a documented instruction infringes applicable Data Protection Laws, unless prohibited from doing so by law. AdGem may suspend the affected Processing until the parties resolve the issue.
4. ADGEM PROCESSOR OBLIGATIONS
Where AdGem acts as Processor with respect to Publisher Personal Data, AdGem shall:
5. LIMITED INDEPENDENT PROCESSING BY ADGEM
5.1 Independent Controller Purposes. AdGem may Process limited Personal Data as an independent Controller where AdGem determines the purposes and means of such Processing, including as reasonably necessary to:
5.2 Player Support. Where AdGem provides Player Support, AdGem may communicate directly with Players and receive Personal Data directly from them, including contact information, Player or user identifiers, screenshots, device or application information, and other information or documentation voluntarily submitted in connection with a support request. To the extent AdGem Processes such Personal Data to investigate or resolve attribution, offer completion, reward eligibility, or another service-related issue on Publisher’s behalf, AdGem acts as Publisher’s Processor. To the extent AdGem Processes such Personal Data for the independent purposes described in Section 5.1, AdGem acts as an independent Controller.
5.3 Restrictions on Independent Processing. AdGem shall not sell Personal Data, share Personal Data for cross-context behavioral advertising, Process Player Personal Data for targeted advertising, use Player Personal Data to create consumer profiles or audience segments, or retain Player Personal Data to generate generalized behavioral “learnings” unrelated to providing, administering, securing, or supporting the Services.
5.4 Privacy Policy. Independent Processing by AdGem shall be conducted in accordance with applicable Data Protection Laws and AdGem’s then-current Privacy Policy.
6. DATA SUBJECT REQUESTS
6.1 Processor Requests. If AdGem receives a request from a Data Subject relating to Publisher Personal Data for which AdGem acts solely as Publisher’s Processor, AdGem shall, where appropriate, direct the Data Subject to Publisher and shall not independently respond to the substance of the request except on Publisher’s documented instruction or as required by law.
6.2 Assistance. Taking into account the nature of the Processing and functionality of the Services, AdGem shall provide reasonable assistance to Publisher in responding to applicable Data Subject requests. AdGem may charge reasonable fees on a time-and-materials basis for assistance that is unusually onerous, complex, frequent, or time-consuming, except to the extent prohibited by applicable law.
6.3 Independent Controller Requests. AdGem may respond directly to Data Subject requests concerning Personal Data for which AdGem acts as an independent Controller.
7. SECURITY
7.1 Safeguards. AdGem shall maintain reasonable and appropriate administrative, technical, and organizational safeguards designed to protect Publisher Personal Data against unauthorized or unlawful access, acquisition, destruction, loss, alteration, use, or disclosure, taking into account the nature of the Personal Data and the risks associated with the Processing.
7.2 Security Measures. The measures described in Appendix 2 are intended to describe AdGem’s security program at a reasonable level of specificity and may evolve over time. AdGem may update or replace individual measures so long as the overall level of protection is not materially diminished.
7.3 Publisher Security. Publisher is responsible for securely configuring and using the Services, protecting its credentials and systems, and implementing appropriate safeguards for Personal Data within Publisher’s possession or control.
8. SECURITY INCIDENTS
8.1 Notification. AdGem shall notify Publisher without undue delay after becoming aware of a confirmed Security Incident affecting Publisher Personal Data. Notification may be provided to the contact information maintained by Publisher or through other reasonable direct communication. Publisher is responsible for keeping its notification contact information current.
8.2 Response and Information. AdGem shall take reasonable steps to identify and address the cause of the Security Incident, mitigate reasonably foreseeable harm, and reduce the risk of recurrence. AdGem shall provide Publisher with information reasonably available to AdGem that Publisher reasonably requires to meet applicable notification or regulatory obligations.
8.3 No Admission. AdGem’s notification of or response to a Security Incident is not an admission of fault, liability, or violation of law.
9. SUBPROCESSORS
9.1 General Authorization. Publisher provides general written authorization for AdGem to engage Subprocessors to Process Publisher Personal Data on AdGem’s behalf in connection with the Services. AdGem shall maintain a current list of such Subprocessors and will make the list available to Publisher upon request or through a webpage or other electronic location designated by AdGem from time to time. AdGem may add, remove, or replace Subprocessors in accordance with Section 9.2.
9.2 New Subprocessors. Where required by applicable Data Protection Laws, AdGem shall provide reasonable prior notice of a new Subprocessor that will Process Publisher Personal Data. Publisher may object in writing on reasonable data-protection grounds within ten (10) days after receiving notice. The parties shall work in good faith to address a timely objection. If the parties cannot reasonably resolve the objection, Publisher may terminate the affected Services without penalty as its sole and exclusive remedy with respect to the objection.
9.3 Subprocessor Obligations. AdGem shall enter into a written agreement with each Subprocessor imposing data-protection obligations appropriate to the Processing and no less protective in material respects than the obligations applicable to AdGem as Processor under this Addendum, as required by applicable Data Protection Laws. AdGem remains responsible for the performance of its Subprocessors to the extent required by applicable Data Protection Laws.
10. GOVERNMENT AND LEGAL REQUESTS
Unless prohibited by applicable law, AdGem shall notify Publisher if AdGem receives a legally binding request from a governmental authority specifically requiring disclosure of Publisher Personal Data Processed solely on Publisher’s behalf. AdGem shall disclose only the Publisher Personal Data it reasonably determines is required by the applicable request and may challenge or seek appropriate limitations on a request where AdGem reasonably determines such action is appropriate.
11. DATA PROTECTION IMPACT ASSESSMENTS AND PRIOR CONSULTATION
Where Publisher reasonably determines that its use of the Services requires a data protection impact assessment, risk assessment, or prior consultation with a supervisory authority under applicable Data Protection Laws, AdGem shall, taking into account the nature of the Processing and information available to AdGem, provide reasonable information and assistance relevant to AdGem’s Processing of Publisher Personal Data. AdGem may charge reasonable fees on a time-and-materials basis where such assistance is unusually onerous, complex, frequent, or time-consuming, except to the extent prohibited by applicable law.
12. RETURN AND DELETION
12.1 Processor Data. Upon termination or expiration of the Agreement, AdGem shall, at Publisher’s choice and to the extent required by applicable Data Protection Laws, delete or return Publisher Personal Data Processed on Publisher’s behalf and delete remaining copies, unless applicable law requires retention.
12.2 Permitted Retention. Notwithstanding Section 12.1, AdGem may retain Personal Data: (a) where required by applicable law; (b) where AdGem acts as an independent Controller and retention remains reasonably necessary for a purpose described in Section 5, subject to applicable Data Protection Laws and AdGem’s applicable data retention policies; or (c) in routine backup systems until deleted in accordance with AdGem’s ordinary backup retention cycle, provided the retained Personal Data remains protected under this Addendum and is not actively Processed for an unrelated purpose.
12.3 No Generalized Retention. AdGem does not retain Player Personal Data for consumer profiling, audience segmentation, targeted or cross-context behavioral advertising, or generalized behavioral learnings unrelated to the Services.
13. COMPLIANCE INFORMATION AND AUDIT RIGHTS
13.1 Information. AdGem shall make available to Publisher information reasonably necessary to demonstrate AdGem’s compliance with its obligations as Processor under this Addendum.
13.2 Audits. Where required by applicable Data Protection Laws and information otherwise provided by AdGem is not reasonably sufficient to demonstrate compliance, Publisher may conduct an audit itself or through an independent auditor that is not a competitor of AdGem, subject to the following conditions:
13.3 Alternative Evidence. Where reasonable, AdGem may satisfy an audit or information request by providing then-current security questionnaires, summaries, third-party audit reports or certifications if available, or other appropriate compliance documentation. All audit materials and information are AdGem Confidential Information.
13.4 Unlawful Requests. AdGem shall promptly inform Publisher if, in AdGem’s reasonable opinion, an audit instruction infringes applicable Data Protection Laws or confidentiality obligations owed to another party.
14. U.S. STATE PRIVACY REQUIREMENTS
14.1 Applicability. This Section applies to Publisher Personal Data subject to U.S. Data Protection Laws where AdGem is acting as Publisher’s service provider, contractor, processor, or analogous role.
14.2 Limited and Specified Purposes. Publisher discloses or makes Publisher Personal Data available to AdGem solely for the limited and specified business purposes described in Appendix 1, including providing and operating the Offer Wall and related Services, determining offer eligibility, attribution and measurement, validating offer completion and reward eligibility, facilitating reward fulfillment, providing Player Support on Publisher’s behalf, preventing fraud and abuse in connection with the Services, maintaining service security, and performing related operational functions necessary to provide the Services.
14.3 Restrictions. Except as otherwise permitted by applicable U.S. Data Protection Laws, AdGem shall not:
14.4 Compliance. AdGem shall comply with applicable obligations imposed on service providers, contractors, or processors under U.S. Data Protection Laws and shall provide the same level of privacy protection for Publisher Personal Data as required by applicable law. Publisher may take reasonable and appropriate steps, consistent with Section 13, to help ensure AdGem uses Publisher Personal Data in a manner consistent with Publisher’s obligations under applicable U.S. Data Protection Laws.
14.5 Remediation. If Publisher reasonably determines that AdGem is Processing Publisher Personal Data in an unauthorized manner, Publisher may notify AdGem and require reasonable and appropriate steps to stop and remediate the unauthorized Processing. AdGem shall cooperate as required by applicable law.
14.6 Risk Assessments and Cybersecurity Audits. To the extent required by applicable U.S. Data Protection Laws, AdGem shall reasonably cooperate by providing information in its possession, custody, or control that Publisher reasonably requires concerning AdGem’s Processing of Publisher Personal Data for a legally required risk assessment or cybersecurity audit, subject to reasonable confidentiality and security protections.
15. EUROPEAN, UK, AND SWISS DATA PROTECTION REQUIREMENTS
15.1 Article 28. To the extent European Data Protection Laws apply to AdGem’s Processing of Publisher Personal Data as Processor, the parties intend Sections 2 through 13 and Appendix 1 to satisfy the requirements applicable to controller-processor contracts, including Article 28 of the GDPR and UK GDPR.
15.2 Processor Assistance. Taking into account the nature of the Processing and information available to AdGem, AdGem shall reasonably assist Publisher with applicable obligations concerning security of Processing, personal-data-breach notifications, data protection impact assessments, and prior consultation.
15.3 Supervisory Authorities. Each party shall cooperate with competent supervisory authorities to the extent required by applicable European Data Protection Laws.
16. INTERNATIONAL DATA TRANSFERS
16.1 General. Each party shall comply with applicable restrictions governing transfers of Personal Data across national borders. This Section applies only where a transfer mechanism is required under applicable Data Protection Laws.
16.2 EEA Transfers. Where Publisher transfers Publisher Personal Data subject to the GDPR to AdGem in a country that does not benefit from an applicable adequacy decision or another valid transfer mechanism, the applicable SCCs are incorporated into this Addendum by reference. Module Two (Controller to Processor) shall apply where Publisher is a Controller and AdGem is a Processor. Module Three (Processor to Processor) shall apply where Publisher is a Processor and AdGem is a Subprocessor.
(j) Annex III, where applicable, consists of AdGem’s then-current Subprocessors applicable to the relevant Processing, as identified in the Subprocessor list maintained pursuant to Section 9.1.
16.3 United Kingdom Transfers. Where Publisher Personal Data subject to UK Data Protection Laws is transferred to AdGem in a manner requiring an appropriate safeguard, the then-current International Data Transfer Addendum to the European Commission Standard Contractual Clauses issued or approved by the UK Information Commissioner’s Office (the “UK Addendum”) is incorporated by reference to the extent permitted by applicable law. Information required to complete the UK Addendum shall be derived from the Agreement, this Addendum, Appendix 1, Appendix 2, and Section 16.2.
16.4 Switzerland. Where Publisher Personal Data subject to the Swiss FADP is transferred to AdGem and the SCCs are used as the applicable transfer mechanism, the SCCs shall be interpreted and modified as necessary so that: (a) references to applicable European data protection law include the Swiss FADP where applicable; (b) references to a competent supervisory authority include the Swiss Federal Data Protection and Information Commissioner where applicable; (c) Data Subjects in Switzerland may exercise applicable rights in Switzerland as required by the Swiss FADP; and (d) the SCCs provide an appropriate safeguard under the Swiss FADP.
16.5 Transfer Assessments. Each party shall reasonably cooperate, to the extent required by applicable Data Protection Laws, in completing a legally required assessment concerning an international transfer and in implementing appropriate supplementary technical, contractual, or organizational safeguards.
17. GENERAL TERMS
17.1 Liability. Any liability arising out of or relating to this Addendum, including the SCCs or other transfer provisions incorporated into this Addendum to the extent legally permitted, is subject to the exclusions and limitations of liability in the Agreement. Nothing in this Addendum limits liability to the extent such limitation is prohibited by applicable Data Protection Laws or an applicable mandatory international transfer mechanism.
17.2 Order of Precedence. With respect to Processing of Personal Data, if there is a conflict, the following order of precedence applies: (a) mandatory provisions of applicable Data Protection Laws; (b) applicable SCCs or other mandatory international transfer mechanism; (c) this Addendum; and (d) the remainder of the Agreement.
17.3 Survival. Obligations relating to Personal Data survive termination of the Agreement for so long as a party retains Personal Data subject to those obligations.
17.4 Changes in Law. If changes in applicable Data Protection Laws require amendment of this Addendum or use of a new or replacement transfer mechanism, the parties shall cooperate in good faith to implement commercially reasonable changes necessary to maintain compliance.
17.5 Severability. If a provision of this Addendum is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the affected provision shall be interpreted or modified to the minimum extent necessary to make it valid and enforceable while preserving its intended effect as closely as possible.
17.6 Governing Law. Except where otherwise required by applicable Data Protection Laws or an applicable international transfer mechanism, this Addendum is governed by the governing-law and jurisdiction provisions of the Agreement.
APPENDIX 1 – DETAILS OF PROCESSING
A. Subject Matter and Duration
AdGem Processes Publisher Personal Data to provide the AdGem Platform, Offer Wall, advertising, attribution, reward-validation, Player Support, fraud-prevention, and related Services described in the Agreement. Processing continues for the term of the Agreement and for the limited period thereafter during which retention is reasonably necessary or legally required as described in this Addendum.
B. Nature and Purposes of Processing
C. Categories of Data Subjects
D. Categories of Personal Data
E. Sensitive or Special-Category Data
The Services are not intended to require Publisher to provide sensitive or special-category Personal Data to AdGem. AdGem does not collect or store precise geolocation information from Players as part of the Services. Publisher shall not intentionally provide sensitive or special-category Personal Data unless expressly agreed in writing by AdGem and permitted by applicable law.
F. Frequency
Processing may occur continuously or periodically as Players interact with the Offer Wall and offers and as necessary to provide, support, secure, and administer the Services.
G. Controller Rights and Obligations
Publisher’s rights and obligations as Controller are set out in the Agreement and this Addendum, including Publisher’s responsibility for lawfulness, transparency, required notices and consents, instructions to AdGem, and responses to Data Subject requests.
APPENDIX 2 – SECURITY MEASURES
AdGem maintains a security program designed to provide a level of security appropriate to the nature of the Personal Data Processed and the risks presented by the Processing. Measures may include, as appropriate to the relevant systems and Processing:
AdGem may modify these measures from time to time to reflect changes in technology, risk, or the Services, provided that the overall level of protection for Publisher Personal Data is not materially diminished.
