Terms and Conditions

Welcome to Yeesshh Ltd! These terms and conditions govern your use of our website and services. By accessing or using our website, you agree to comply with these terms. Please read them carefully. For details on how we collect, use, and protect your personal information, please refer to our Privacy Policy.

1. By accessing or using our website, the Advertiser agrees to be bound by these terms and conditions. If the Advertiser do not agree to these terms, please do not use our website.
2. These Terms and Conditions shall commence on the effective date of the Insertion Order and shall continue indefinitely unless early termination pursuant to this document.
3. These Terms and Conditions are subject to changes from time to time. Yeesshh shall give electronic notice to Advertisers. Yeesshh is entitled to change these Terms and Conditions by electronic notice to the Advertiser. Yeesshh is required to provide 48 (forty eight) hours’ written notice in order to terminate or alter the terms of these Terms and Conditions. For more information on how we handle personal data, please read our Privacy Policy.

1. “Yeesshh Ltd” or “Yeesshh” refers to our company.
2. “Website” refers to the Yeesshh Ltd website.
3. “User” refers to any individual or entity accessing or using our website.

1. Advertiser may use our website for lawful purposes and in accordance with these terms and any applicable laws or regulations.
2. Yeesshh runs an advertising network that creates a forum where advertisers can place their advertising campaigns and Publishers (as defined below) can offer those advertisements to their consumer base for the purpose of generating compensable traffic for the advertiser. Advertiser wishes to place their advertisements with Yeesshh for the purpose of generating traffic.
3. Advertiser may choose to receive any combination of Services available by indicating the same through the Platform or, if applicable, in an Insertion Order.  Subject to Advertiser’s payment and the terms set forth in this Agreement, Yeesshh grants the following limited, worldwide, non-exclusive, non-transferable rights and licenses without the right of sublicense, to Advertiser during the Term: (i) for applicable Services, to access and use the Platform and Documentation solely for Advertiser’s internal business purposes, and solely on Advertiser’s own behalf, in connection with its receipt of the Services; (ii) for web related Services, to integrate the pixel (or other script or code) into Advertiser’s website for web-related Services; (iii) for mobile related Services, to integrate the SDK (in object code form) into Advertiser’s mobile and tablet applications for mobile-related Services, or (iv) to integrate through other mutually agreed upon means .
4. Advertiser can request to work with Yeesshh Ltd (including within the Platform where such functionality is available) to manage display preferences when and to the extent such controls are made available. Advertiser acknowledges that Yeesshh cannot control where and how often Ads will be displayed on any Site. For instance, Ads may be displayed next to ads of Advertiser’s competitors, or on Sites that are undesirable to Advertiser. Yeesshh will use commercially reasonable efforts not to display Ads on Sites that it determines to be pornographic, defamatory, obscene, or illegal in nature. If Advertiser notifies Yeesshh in writing that Ads are being displayed in this manner, Yeesshh will use commercially reasonable efforts to prevent Ads from continuing to display in this manner. Advertiser Content must comply with Documentation requirements or Yeesshh may be unable to provide the Services with respect to such Advertiser Content.
5. Where a creation of an account with a Third Party is necessary, Advertiser is responsible for reviewing terms before creating the account. Advertiser agrees that Yeesshh may accept certain third-party terms and conditions as agent on Advertiser’s behalf where necessary for Yeesshh to perform Services requested by Advertiser.
6. Advertiser will use the Platform to manage its receipt of Services, specifically to set goals and other details, and to review performance. Charges incurred because of changes made using Advertiser’s account will be included in Advertiser’s regular bill or invoice. In addition to Yeesshh´s optimization Services and features, Yeesshh may offer managed account Services to Advertiser. Yeesshh will use commercially reasonable efforts to comply with the budget specified by Advertiser.

1. Advertiser is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.
2. Advertiser will comply with all requirements for use of the Services communicated by Yeesshh to Advertiser via Documentation, and acknowledges that in the absent of such compliance, Yeesshh may be unable to provide the Services to Advertiser. Yeesshh will have no liability to Advertiser for failing to provide the Services, if failure is a result of Advertiser’s inability to comply with this section.
3. Yeesshh Ltd reserves the right to request a prepayment from Advertiser at any time. When postpaying, Yeesshh will send Advertiser a monthly invoice via email reflecting the amount owed by Advertiser to Yeesshh. Advertiser will pay the amount set out in each invoice, without set-off, by the last working day of the month following the activity. Yeesshh may charge interest on overdue amounts, from the due date up to the date of actual payment in full, whether before or after any judgment, at a monthly rate of 1.5%, or the highest rate permitted by applicable law, whichever is less. Advertiser will reimburse Yeesshh for expenses and recovery costs incurred in collecting any past due amounts, including reasonable attorneys’ fees. Claims relating to invoices or Account charges must be raised by Advertiser within 15 days of receipt or will be barred.
4. Advertiser is responsible for all sales taxes, use taxes, value added taxes, withholding taxes, and any other similar taxes imposed by federal, state local or foreign governmental entities on the transactions contemplated by this Agreement, excluding taxes based solely upon Yeesshh´s net income.

1. Yeesshh will maintain throughout the term of the Agreement all software codes and tags necessary for Advertiser to serve the Advertising in accordance with the Services. Yeesshhh is the sole and exclusive owner of all right, title and interest in and to the Technology. Advertiser shall not use the Technology except pursuant to the limited rights expressly granted and as specifically set forth in this Agreement. Yeesshh shall make the Services accessible to Advertiser pursuant to the Agreement and, unless otherwise stated in the applicable Insertion Order, provide Advertiser with access to applicable Project Materials. Advertiser acknowledges that Yeesshh may utilize one or more of its affiliates, as appropriate, to fulfill its obligations under this Agreement.
2. Advertiser shall: (a) provide true, accurate, current, and complete information as prompted by the Services or otherwise requested by Yeesshh in establishing an Account for accessing the Service and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In order to provide the Service, Yeesshh may transfer certain Registration Data, or may process certain Registration Data, in other locations, and Advertiser consents to any such transfer or processing.
3. Advertiser shall conform to the Platform Policies and shall not engage in any Prohibited Activities: (i) provide or deliver or perpetuate through the Services any malicious code or other malware or viruses via Ads or otherwise; or (ii) generate impressions, clicks, displays, views, conversions or any other actions that are tracked and may serve as a basis for payment or analysis (collectively “Reported Actions”) with respect to any Ad through any Invalid Means, or otherwise deploy or facilitate Invalid Means in its use of the Services. In addition, if Advertiser uses a third party’s technology or materials in connection with Advertiser’s activities under the Agreement, Advertiser will not violate any agreements, conditions or terms of usage imposed by such third party on Advertiser related to the use of such third party’s technology or materials.
4. Advertiser shall comply with United States’ Children’s Online Privacy Protection Act (“COPPA”) and notify Yeesshh prior to making Advertising Content available that (1) is directed to children under the age of 13; or (2) collects information from Users known by the Advertiser to be under the age of 13. Advertiser may not, except to the extent permitted by applicable law, (i) create profiles of Users of under the age of 13, (ii) purchase, sell, place or facilitate the placement of behaviorally targeted Ads targeted to kids under the age of 13, or (iii) knowingly collect Personal Data about Users under the age of 13.  Yeesshh undertakes no obligation to monitor COPPA compliance by Advertiser. Nothing in this Section shall be construed as limiting Advertiser’s obligation to comply with any other applicable laws, rules or regulations related to minors.
5. Advertiser must have and maintain a public facing privacy policy that (1) complies with all applicable laws, regulations, and self-regulatory industry standards, including the Self-Regulatory Program for Online Behavioral Advertising as published by the Digital Advertising Alliance at aboutads.info, (2) accurately informs Users of Advertiser’s data collection and disclosure practices, including but not limited to the collection of the User Data and Campaign Data by Yeesshh and (3) directs Users to the Yeesshh Privacy Policy posted at: https://yeesshh.com/legal/.
6. Each party shall (i) comply with all laws, rules and regulations applicable to it in performing its respective obligations and exercising its rights under the Agreement, including those Applicable Data Protection Laws that are applicable to such party, and (ii) use commercially reasonable efforts and cooperate with the other to detect, limit, prevent, and prohibit Prohibited Activities by third parties.
7. All Actions that are recorded in real time (or fire a pixel in real time) will be considered final payable Actions unless fraud is proven. Advertiser will have seven (7) days from the date the Action was made in order to make a claim for fraud and advertiser must submit a written fraud report within that seven (7) day period. The fraud report must include adequate written proof that fraudulent activity occurred, including at a minimum, the Action timestamp, lead or sale identification number, the consumer’s internet protocol (IP) address, and a commercially reasonable written explanation of the fraudulent activity.  Yeesshh will invoice Advertiser for traffic for each applicable period. Invoices will be considered final and undisputable if Advertiser does not provide written notice of any dispute within three (7) days of receipt of such invoice.

1. Application of Data Protection Law : The parties acknowledge that some or all of the Campaign Data may qualify as or include Personal Data and that the General Data Protection Regulation (GDPR) applies to the processing of this data. Both parties agree to comply with GDPR in all aspects of their data processing activities. For more information, please see our Privacy Policy.
2. Privacy Policy: Advertisers must have and maintain a public-facing privacy policy that (1) complies with all applicable laws, regulations, and self-regulatory industry standards, including the Self-Regulatory Program for Online Behavioral Advertising as published by the Digital Advertising Alliance at aboutads.info, (2) accurately informs Users of Advertiser’s data collection and disclosure practices, and (3) directs Users to the Yeesshh Privacy Policy posted at: Yeesshh Privacy Policy.
3. Data Subject Rights: Advertisers acknowledge and agree to support data subject rights as provided under GDPR. This includes the rights of data subjects to access, rectify, delete, or restrict processing of their personal data. Requests should be addressed promptly and in accordance with GDPR requirements.
4. Data Transfer: Any transfer of personal data outside the European Economic Area (EEA) will be conducted in compliance with GDPR, using mechanisms such as Standard Contractual Clauses (SCCs) or Binding Corporate Rules (BCRs).
5. Relationship of the Parties : In no event shall the parties process the Campaign Data as joint controllers. Each party shall be individually responsible for its own compliance with Applicable Data Protection Laws, including for providing any transparency and obtaining any consents for the processing of Campaign Data that may be required under Applicable Data Protection Laws.
6. Purpose Limitation : Each party agrees that it shall process the Campaign Data that it collects only for the purposes permitted by this Agreement and Applicable Data Protection Law.
7. Security: Each party shall implement and maintain appropriate technical and organizational measures to protect the Campaign Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the Campaign Data that is in such party’s possession or custody throughout the term of the Agreement. These measures will include encryption, regular security audits, and restricted access protocols.
8. Retention : Advertiser acknowledges that Yeeshh is not the system of record for Campaign Data such that Yeeshh shall have the right to delete Advertiser Campaign Data in accordance with Yeeshh’s data retention policies. Personal data will be retained only as long as necessary for the purposes outlined in these Terms and Conditions, or as required by law. Advertisers must ensure that they have data retention policies in place that comply with GDPR.
9. Audits : Yeeshh agrees to reasonably assist Advertiser in performing any audits if and to the extent such audit is required by Applicable Data Protection Laws no more than once per calendar year unless otherwise dictated by Applicable Data Protection Law. Advertiser will give Yeeshh at least thirty (30) days’ advance written notice prior to conducting any such audit and to the extent feasible such audit will be scheduled to occur at a time mutually agreed by the parties. Advertiser will conduct any such audit at its own cost during regular business hours and without unreasonable disruption to Yeeshh’s operations. In any event, any such audit will not require Yeeshh to provide any Advertiser with access to the confidential information of Yeeshh’s other customers or information of Yeeshh not applicable to the performance of the Services for Advertiser.
10. Subcontractors : Advertisers authorize Yeesshh to engage subcontractors to perform services, including processing personal data. Yeesshh ensures that all subcontractors adhere to GDPR requirements and are bound by terms that provide the same level of data protection as Yeesshh. Yeeshh will disclose such subcontractors to Advertiser upon request and if Advertiser has any objection to any such subcontractor the parties will work in good faith to resolve such issue. Should such resolution prove impossible or impracticable, Advertiser may terminate this Agreement, which is Advertiser’s sole and exclusive remedy and Yeeshh’s sole and exclusive obligation.
11. Data Breach Notification: In the event of a data breach, Yeesshh will notify affected data subjects and relevant authorities without undue delay, and in any case, within 72 hours of becoming aware of the breach, as required by GDPR Article 33.

1. Right to Access and Restrictions :  Advertiser may access and use the Project Materials solely for the purposes of use and performance of obligations under the Agreement, and solely in accordance with applicable Platform Policies. Advertiser shall not: (a) resell, license, lease, time-share or otherwise transfer or distribute any of the Project Materials; (b) reverse engineer, decompile or dissemble the Project Materials (except to the extent expressly permitted by applicable law); (c) modify, copy or create derivative works of the Project Materials, except that Advertiser may modify and create derivative works of a Yeesshh product to the extent necessary to achieve the objectives contemplated by the applicable Insertion Order (e.g., serving an Ad in a mobile application); or (d) use the Project Materials to build a competitive product or service. Advertiser may not transfer or provide access to any Project Materials to any third party except that Advertiser may transfer, provide access or request that Yeesshh provide access to the Project Materials to Advertiser’s authorized representatives to facilitate Advertiser’s use of the Services, provided that (i) Advertiser is responsible for any acts or omissions of such authorized representatives, and (ii) Advertiser shall cause such authorized representatives to handle such Project Materials in accordance with the same requirements and restrictions applicable to Advertiser. Yeesshh reserves all rights not expressly granted hereunder.
2. Marks :  To the extent Advertiser chooses to buy Ad Inventory through the Service on a non-blind basis, Advertiser hereby grants to Yeesshh a non-exclusive, non-transferable (other than to a successor in interest in connection with a merger, reorganization or sale of all or substantially all assets or equity) right and license to use, reproduce and display Advertiser’s name, logo, service marks, trademarks and related brand features (“Marks”) on or within the User interface for the Service, including as made available to third parties (including but not limited to Publishers and/or their representatives). Yeesshh use of Advertiser’s Marks will be in compliance with any reasonable written usage guidelines provided to Yeesshh by Advertiser in advance.
3. Ownership :  As between the parties, Yeesshh shall own and retain all right, title and interest in and to the Project Materials and Yeesshh´s Confidential Information, together with all Intellectual Property Rights therein and thereto. As between the parties, Advertiser shall own and retain all right, title and interest in and to: (i) the Ads, (ii) Advertiser’s Marks, and (iii) Advertiser’s Confidential Information. Advertiser may, in its sole discretion, provide Yeesshh with suggestions or other feedback regarding any Project Materials, which Yeesshh may freely incorporate into the Project Materials or otherwise use in its discretion, without payment of any royalty or any duty to account to Advertiser.

1. In the context of this agreement, “Confidential Information” refers to any material or information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether verbally or in writing. This information is designated or reasonably understood to be confidential given the nature of the information and the context of the disclosure. It encompasses business and marketing plans, software code, technical information, product designs, specifications, trade secrets, and business processes. The terms and conditions, including pricing, outlined in each Insertion Order, are considered Confidential Information of both parties. Project Materials are deemed Confidential Information of Yeesshh.
   However, Confidential Information does not include information that: (i) becomes public knowledge without breaching any obligation to the Disclosing Party; (ii) was known to the Receiving Party before disclosure by the Disclosing Party without restrictions on its use or disclosure; (iii) was independently developed by the Receiving Party without breaching any obligation to the Disclosing Party; or (iv) is lawfully received from a third party without restrictions on its use or disclosure.
2. The Receiving Party shall utilize the Confidential Information of the Disclosing Party solely for fulfilling its obligations or exercising its rights under the Agreement. Moreover, the Receiving Party shall not divulge the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party or as required by law. However, the Receiving Party may disclose the Confidential Information to its employees, consultants, or representatives who genuinely require such information to support the Receiving Party’s rights or obligations under the Agreement. These individuals must be bound by confidentiality obligations at least as stringent as those outlined herein. The Receiving Party shall be responsible for ensuring compliance with these obligations by any party to whom it discloses the Disclosing Party’s Confidential Information. The Receiving Party shall maintain the confidentiality of the Disclosing Party’s Confidential Information with the same level of care it employs to protect its own similar confidential information, using no less than reasonable care. If the Receiving Party becomes aware of any actual or suspected breach of confidentiality concerning the Disclosing Party’s Confidential Information, it shall promptly inform the Disclosing Party.
3. If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permissible) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party breaches this Section 5.0 by disclosing or threatening to disclose any Confidential Information of the Disclosing Party, the Disclosing Party shall have the right, in addition to any other available remedies, to seek injunctive relief to prevent such actions, recognizing that other available remedies may be inadequate.
4. Both parties acknowledge and agree that any breach of this confidentiality provision may cause irreparable harm to the other and both parties agree that the non-breaching party may seek an immediate injunction against any actual or threatened breach of this provision without the necessity of posting a bond.
5. Upon termination or expiration of the Agreement, the Receiving Party shall, upon request, either return to the Disclosing Party or destroy (as elected by the Disclosing Party) all materials containing such Confidential Information.

1. Term : The Agreement remains in force until terminated as allowed herein. Each Insertion Order specifies its own term. Termination of any individual Insertion Order does not affect any other Insertion Order between the parties at the time of termination.Termination/Suspension : Yeesshh Ltd reserves the right to suspend or terminate this Agreement and/or any Insertion Order upon notice to the Advertiser, with or without cause. The Advertiser may terminate the Agreement with 30 days’ prior written notice if no Insertion Orders are in effect between the parties; an Insertion Order for breach if Yeesshh Ltd fails to remedy the breach within 30 days of receiving written notice specifying the breach; or any Ad with twenty-four (24) hours’ prior written notice.
2. If Yeesshh Ltd discovers that the Advertiser has violated Yeesshh Ltd’s Platform Policies by utilizing a non-standard URL that redirects Users to a landing page different from the originally submitted content or does not comply with Yeesshh Ltd’s Platform Policies using any fraudulent techniques like “cloaking,” Yeesshh Ltd reserves the right to retain any Advertiser prepayments made. In such cases, Yeesshh Ltd will not refund any such funds and may pursue additional legal or equitable remedies. It is clarified that Yeesshh Ltd is entitled to retain the prepayment and will not refund any such funds in the event of such a breach by the Advertiser.

1. Mutual Representations and Warranties
   Advertiser and Yeesshh each represent and warrant to the other that: (a) it has the full corporate right, power, and authority to enter into the Agreement and to exercise its rights and perform its obligations; and (b) its execution and delivery of the Agreement, and the performance of its obligations and duties in connection therewith, do not and will not violate any agreement to which it is bound.
   Advertiser represents and warrants that: 1) it will operate its business and perform its obligations under this Agreement in compliance with all applicable laws and regulations; 2) it will not disseminate material that is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property right or is otherwise in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, or criminal activity; that could give rise to civil or criminal liability; that contains viruses, worms, Trojan Horse or other harmful files; or that appears or purports to be from someone other than the Advertiser or that impersonates another person or entity; 3) that the Advertisement and advertised products and/or services comply with all laws and regulations, including but not limited to, truth in advertising laws and those regarding endorsements; 4) Advertiser will indemnify Yeesshh from any fines, fees or costs, including actual attorney’s fees and costs, arising from a claim that the Advertiser or its Advertisement or the advertised product or service violates or has violated any law, regulation, or right of a third party and/or for any breach of the terms contained herein; and Advertiser will promptly notify Yeesshh of any claim that may give rise to indemnification.
2. DISCLAIMER
   EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, YEESHH MAKES NO REPRESENTATION OR WARRANTY AS TO ANY BENEFIT OR REVENUES THAT ADVERTISER (OR ADVERTISER’S OWN CUSTOMERS OR USERS) WILL OBTAIN FROM ITS USE OF THE SERVICE, AND YEESHH DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ALWAYS AVAILABLE OR ERROR-FREE. FURTHERMORE, YEESHH PROVIDES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT ADVERTISER’S USE OF THE SERVICES OR ACCESS TO THE PLATFORM OR ANY USER DATA MADE AVAILABLE VIA THE SAME COMPLIES WITH ANY APPLICABLE DATA PROTECTION LAWS. ADVERTISER IS SOLELY RESPONSIBLE FOR ITS OWN LEGAL COMPLIANCE AND ENSURING THAT ITS USE OF THE SERVICES AND PLATFORM IS SUFFICIENT FOR ADVERTISER TO MEET ITS LEGAL OBLIGATIONS.

1. Advertiser Indemnification : Advertiser shall indemnify, defend, and hold harmless Yeesshh, its permitted successors and assigns, and their respective agents, officers, directors, and employees (collectively, “Yeesshh Indemnified Parties”), as well as Publishers, from and against any claims, suits, legal, regulatory, or investigatory proceedings (“Claims”) brought against any Yeesshh Indemnified Party or Publisher by a third party and any and all judgments, losses, damages, settlements, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Losses”) arising as a result of any such Claim, in each case as a result of or in connection with: (a) Advertiser’s breach of the Agreement, including representations or warranties, or Advertiser’s obligations to any third party; (b) a claim that Advertiser’s Marks, Advertiser Content, or Ads, when used in accordance with the terms of the Agreement, infringe any Intellectual Property Right of any third party or slander, defame, or libel any person or entity, or do not comply with any applicable law or regulation; (c) Advertiser’s provision or delivery of any Prohibited Content through the Service or the inclusion of any Prohibited Content in any Ads purchased, placed, or sold by Advertiser in connection with this Agreement; or (d) any actual or alleged violation of a third party’s privacy right or any actual or alleged violation of Applicable Data Protection Laws. The acts described in items (a)–(d) above are referred to herein as “Advertiser Indemnifiable Acts.”
2. Yeesshh Indemnification : Except for that which Advertiser indemnifies Yeesshh, Yeesshh shall indemnify, defend, and hold harmless Advertiser and its agents, officers, directors, and employees (collectively, the “Advertiser Indemnified Parties”) from and against any Claims brought against any Advertiser Indemnified Party by a third party and any Losses arising as a result of any such Claim, in each case as a result of or in connection with: (i) Yeesshh’s breach of any of Yeesshh’s representations or warranties set forth in Section 7 or (ii) a claim that the Platform violates a third party’s valid U.S. or Canadian trademark, trade secret, or copyright, except to the extent that such claim arises out of the combination of the Platform with Advertiser Content, Ads, or the content on Advertiser’s landing page.
3. Process : The parties agree that in seeking any indemnification hereunder, the party seeking indemnification (the “Claimant”) shall (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim triggering the indemnification being sought; (ii) grant the Indemnifying Party sole control of the defense (except that the Claimant may, at its own expense, assist in the defense); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information, and authority reasonably required for the defense of the claim. Failure of the Claimant to promptly notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligation to the extent it can demonstrate material prejudice from such failure. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s) without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. Additionally, any legal counsel sought to be appointed to defend the indemnified claim(s) shall be subject to the prior written consent of the Claimant, such consent not to be unreasonably withheld or delayed.

During the term of this Agreement and for a period of six (6) months following the termination of this Agreement, Advertiser agrees not, directly or indirectly, for themselves or any other individual or entity, to circumvent Yeesshh’s relationships with its Publishers by working directly with those Publishers or otherwise soliciting Yeesshh’s Publishers. In addition, during the term of this Agreement and for a period of six (6) months following the termination of this Agreement, Advertiser agrees not, directly or indirectly, for themselves or any other individual or entity, to solicit to hire or employ any employee, contractor, Publisher, affiliate, marketer, mailer, agent, or vendor of Yeesshh without Yeesshh’s prior written approval, which may be withheld in Yeesshh’s discretion. Advertiser acknowledges and agrees that any breach of the above non-circumvention and non-solicitation provisions would cause irreparable harm to Yeesshh and that Yeesshh may seek an immediate injunction against any actual or threatened breach of this provision without the necessity of posting a bond.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THE AGREEMENT EXCEED $250,000. THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF CONFIDENTIALITY; (B) A CLAIM FOR INDEMNIFICATION; (C) GROSS NEGLIGENCE; WILLFUL OR INTENTIONAL MISCONDUCT, OR DISHONEST, FRAUDULENT, CRIMINAL, OR MALICIOUS CONDUCT OF THE PARTY SEEKING TO LIMIT ITS DAMAGES; OR (D) AMOUNTS PAYABLE TO YEESHH UNDER AN ORDER FORM.

These terms shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law provisions. Any dispute arising out of or in connection with these terms shall be resolved exclusively in the courts of Ireland.

Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator shall have the jurisdiction to require you to reimburse us for fees and expenses.

The Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements, understandings, and communications, whether oral or written, relating to such subject matter. It shall prevail over any additional or conflicting terms found in any purchase order, invoice, or other document provided by Advertiser to Yeesshh. In case of any conflict or inconsistency between provisions or components of the Agreement, each as may be amended, the Insertion Order(s) shall take precedence over these Terms of Service. Failure by either party to enforce any of its rights under the Agreement shall not be deemed a waiver of such rights. Any provision of the Agreement that a court of competent jurisdiction finds unenforceable shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent. If such modification would materially alter the provision’s effect, it shall be deemed void, and the remaining provisions of the Agreement shall remain enforceable as per their terms. For more details, see our Privacy Policy. Pursuant to applicable laws, rules, or regulations, Advertiser agrees to the use of electronic signatures, contracts, orders, and other records, as well as to electronic delivery of notices, policies, and transaction records. Furthermore, Advertiser waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that mandate an original signature or non-electronic records, or require payments or credits to be made through non-electronic means.

Force Majeure. Neither Advertiser nor Yeesshh shall be held responsible for delays or defaults in fulfilling their respective obligations under this Agreement if such delays or defaults are caused by circumstances beyond their reasonable control. Such circumstances may include, but are not limited to, fires, floods, accidents, earthquakes, failures in telecommunications lines, power outages, network failures, acts of nature, or labor disputes. If Advertiser’s ability to transfer funds to third parties is significantly impacted by an unforeseen event beyond Advertiser’s control, such as the failure of banking clearing systems or a declared state of emergency, Advertiser will make all reasonable efforts to ensure timely payments to Yeesshh. However, any delays resulting from such circumstances shall be excused for the duration of the event. Despite these conditions, Advertiser remains obligated to fulfill all payment obligations as if no such circumstances had occurred.