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20 March 2025
In these Terms and Conditions:
“Action” means a specific end user’s activity or a combination of activities specified in the Offer, which may, under the conditions provided in the present Terms and Conditions, be considered a Conversion.
“Active Player” means in-game event determined by the Advertiser identifying in-game activity in each of the Advertiser’s projects for each separate registration.
«Advertiser» means Wargaming Group Limited, a legal entity created and existing under the laws of the Republic of Cyprus, having its registered address at: 105 Agion Omologiton Avenue, Nicosia, 1080, Cyprus that places an order for the Advertising Services.
“Advertising Materials” means graphical or textual information available on the Platform or shared via e-mail, file sharing sites or messengers, subject to applicable Offer and aimed to promote the Game on the market.
“Advertising Services” means distribution of the Advertising Materials over the internet using various online delivery methods with the purpose of bringing potential customers to Advertiser.
“Affiliated Party” of the Parties shall mean an individual or entity that (a) directly or indirectly controls, or is controlled by, or is under common control with a Party; and/or (b) owns or controls fifty percent (50.0%) or more of the outstanding voting securities of a Party.
“Benchmark Traffic“ means the pattern of in-game events or any other events, typically resulting from the natural behavior of end users engaging with the Game or the Advertiser, as supported by Advertiser’s statistical analysis.
“Billing Model” means a method of calculating the Service Fee due to Publisher for the Advertising Services (cost per click, cost per install, cost per action, cost per player, cost per thousand impressions, fixed fee, revenue share, etc.).
“Bot Traffic” means the activity, or a combination of activities which satisfies the criteria to form a Conversion under the applicable Billing Model but results in the In-game events, the pattern of which is radically different from the Benchmark Traffic.
“Confidentiality Agreement” means a non-disclosure agreement that might be signed by Advertiser or its Affiliated Party and Publisher to protect shared information from unauthorized disclosure.
“Country” means a geographical territory, specified in the Offer, which Publisher aims while providing Advertising Services. Advertiser uses standard two-letter country codes (ISO 3166-1 alpha-2).
“CPA” means a Billing Model, whereby Advertiser pays for each specified Action.
“CPC” means a Billing Model, whereby Advertiser pays when end user follows the link contained in the Advertising Materials.
“CPI” means a Billing Model, whereby Advertiser pays for each install of the particular application specified by Advertiser.
“CPM” means a Billing Model, whereby Advertiser pays for each thousand (1 000) impressions of Advertising Materials.
“CPP” means a Billing model, where Advertiser pays for specific in-game event made by player brought by Publisher to the game, defined in the Offer.
“Conversion” means, depending on the Billing Model applied, the end user’s activity or combination of activities, which serve a basis for calculation and payment of the Service Fee, as in more detail provided in Section 5 below.
“Single Opt-In Registration” or “SOI Registration” means a type of registration, whereby end user fills out a registration form on Advertiser’s web page, presses registration button and is redirected to a “thank you page”.
“Double Opt-In Registration” or “DOI Registration” means a type of registration, whereby an end user fills out a registration form on Advertiser’s web page, receives a link to his/her e-mail and follows this link confirming the registration.
“Insertion Order” “Offer” or “IO” means an offer or specification provided by the Advertiser to the Publisher by any means that contains all or additional instructions regarding the Advertising Services to be performed. These terms are used interchangeably throughout this Agreement.
“Parties” means Publisher and Advertiser.
“Platform” means software solution used for enrollment of potential Publishers, agreement of basic terms and conditions and tracking of Advertising Services provided.
“Game” means a video game which is specified in the applicable IO which is placed on the Platform.
“Publisher» means the provider of the Advertising Services approved by the Advertiser according to these Terms and Conditions.
“Reporting period” means a calendar month or any other period specified by Advertiser
“Traffic Source” means an application, software, web site, web page or other online destination where the Publisher places Advertising Materials to provide a particular Conversion.
“Service Fee” has the meaning provided in Section 5 below.
“In-game Event” – means a type of in-game activity determined by the Advertiser and not revealed to any other party, which is used for the assessment and optimization of the Advertising Services.
2.1. These Terms and Conditions apply to Offers generated by Advertiser. The Publisher acknowledges and accepts these Terms and Conditions while applying for registration on the Platform.
2.2. In the event of any conflict or inconsistency between or amongst these Terms and Conditions and any applicable Offer, the Offer shall prevail. If Parties enter into any other agreements on the same subject matter, these Terms and Conditions shall prevail.
3.1. Advertiser engages Publisher, and Publisher undertakes to provide the Advertising Services as specified in the Offer(s).
3.2. To receive access to the Offer the Publisher shall sign up an account on the Platform.
On receiving Advertiser’s approval of its account, the Publisher is allowed to submit application to any Offer available for it on the Platform if such action is needed (the “Publisher’s Application”). The Advertiser may approve or disapprove the Publisher’s Application at its own discretion, without the need for explanation.
3.3. If the Advertiser disapproves, bans or otherwise restricts Publisher’s account, the Publisher shall not reapply or submit any new applications for access to the Platform or Insertion Orders/Offers for a minimum period of six (6) months from the date of disapproval. Any attempt to reapply or submit applications during this restricted period will be automatically disapproved without review.
3.4. The Advertiser reserves the right to request additional documents from the Publisher during the onboarding process, for internal purposes, or to verify compliance with applicable laws, regulations, and sanctions. The Publisher agrees to provide such documents upon request to ensure compliance and facilitate approval for the Platform. Failure to provide the requested documentation may result in delays or denial of access to the Platform.
3.5. In addition to any other requirements set forth in these Terms and Conditions or the Offer, the Publisher shall not be located in or provide Advertising Services in the following territories: Iran, Transnistria, Iraq, Northern Cyprus, Russia, Belarus, Cuba, Temporarily Occupied Territories of Ukraine, Libya, North Korea, Somalia, Sudan, South Sudan, Syria, Zimbabwe.
Any violation of this provision may result in immediate termination of the Publisher’s access to the Platform.
3.6. The email address associated with the Publisher’s account shall serve as the primary means of communication and must remain active and accurate at all times. The Publisher is also required to provide a backup email address to ensure uninterrupted communication. If both emails become inactive, inaccurate, or irrelevant, or if the Publisher fails to respond to communications for a period of thirty (30) days, the Advertiser reserves the right to deem the account inactive and terminate it accordingly.
3.7. Publisher acknowledges and agrees that the fact of acceptance by both Parties of the Offer represents neither Advertiser’s commitment to spend certain amount of money on the Advertising Services specified in such Offer, nor irrevocable authorization by Advertiser to Publisher to perform the Advertising Services. Advertiser shall have the absolute right to immediately terminate the Offer by giving a corresponding notice to Publisher via email or by any other communication means at any time before the Advertising Services actually started.
4.1. Advertiser shall provide the Advertising Materials to the Publisher after approval of the Publisher’s Application. Publisher is not allowed to create, modify, adapt, re-design, disassemble, adjust, localize or change Advertising Materials otherwise without prior Advertiser’s approval.
4.2. If applicable Publisher shall communicate to Advertiser in advance all technical and other requirements to the Advertising Materials that Advertiser is required to take into consideration when preparing such Advertising Materials. If any provided technical requirements are incorrect or result in delays or prevent the timely provision of Advertising Services, the Advertiser shall not be held liable for such delays, and no payments shall be due for the affected period.
4.3. At the Advertiser’s request, Publisher shall prepare Advertising Materials according to the Advertiser’s guidelines. Publisher shall have a right to use such Advertising Materials in the course of performance of the Advertising Services only upon receipt of Advertiser’s approval of such Advertising Materials sent via e-mail or any other communication means.
4.4. All Advertising Materials and other materials provided by Advertiser to Publisher hereunder shall be used exclusively for the purposes of provision of the Advertising Services. In addition, the Advertising Materials may not be modified without the Advertiser’s prior approval and shall not incorporate any third-party materials.
4.5. Publisher shall ensure that all Advertising Materials render completely and function properly. All costs and damages resulting from problems relating to the Advertising Materials shall be borne by Publisher.
4.6. Advertiser may at any time decide to withdraw a particular Advertising Material from publication and/or replace it with any other Advertising Materials at its sole discretion. Advertiser shall notify Publisher about its decision via email or by any other communication tool and Publisher shall withdraw and/or replace the Advertising Materials as instructed by Advertiser within the time frame as indicated in the email or by any other communication tool but in no event later than forty-eight (48) hours (unless otherwise requested by Advertiser) from the receipt of such request from Advertiser. Upon the withdrawal of the Advertising Materials Publisher shall have no right to use such Advertising Materials for performance of the Advertising Services.
4.7. If the Publisher provides Advertising Services that involve custom campaigns with special Advertising Materials as specified in the Offer, such creative or custom Advertising Materials shall be removed from rotation in accordance with the terms specified in the Offer.
4.8. The Publisher shall monitor and maintain control over the Advertising Materials used in the provision of the Advertising Services and shall, upon request, share details of the Advertising Materials in use. The Publisher shall maintain measures to ensure that Advertising Materials adhere to applicable age ratings and applicable laws, and review these measures periodically.
5.1. In consideration to the provision of the Advertising Services Advertiser shall pay Publisher a compensation specified in the corresponding Offer (the “Service Fee”). The Service Fee might be defined as: (a) a fixed amount, or (b) might be calculated based on the rate for each Conversion (specified in the Offer or agreed via email or in any other communication tool) and the total number of Conversions provided within each reporting period.
5.2. The Service Fee includes all direct and indirect taxes, commissions, duties, bank charges and other similar levies and expenses that may arise in connection to the present Terms and Conditions and the applicable IO. All payments to the Publisher shall be made through Tipalti or another payment service designated by the Advertiser. The Advertiser shall not be responsible for any transaction fees associated with the payment process. All banking fees, including but not limited to fees charged by Tipalti, intermediary banks, or the Publisher’s bank, shall be borne solely by the Publisher. Publisher shall bear all other expenses relating to the receipt of the Service Fee and pay all taxes that may arise in connection therewith, including but not limited to any charges raised due to repeated payments. In the event of a payment failure, any commission or fees incurred for processing shall be deducted from the Publisher’s Service Fee.
5.3. All payments made by Advertiser under the present Terms and Conditions will be made in currency, specified by the Advertiser. If payment currency differs from the currency defined in the Offer, the Advertiser will apply Oanda.com selling exchange rate at the date of payment or the selling exchange rate specified by the payment platform. Any fees or charges associated with currency exchange shall be borne by the Publisher.
5.4. The Advertiser shall pay the Service Fee within thirty (30) calendar days after accepting the Advertising Services (the “Payment Term”), unless otherwise is stated in the Offer or agreed in writing between the parties. The Service Fee shall be paid by the Advertiser to the Publisher through Tipalti, any other payment platform or by direct wire transfer, as agreed upon by the parties, to Publisher’s bank account, specified on the Publisher’s account. The Publisher is responsible for verifying the availability of payment methods supported by Tipalti in their country prior to provision of Advertising Services. The Advertiser shall not be held liable for any situations where Tipalti is unable to process payments due to incompatibility or unavailability of payment methods. This responsibility rests solely with the Publisher. Payment to any third party’s account or by any other payment means is not allowed. If Publisher’s bank account or other payment accounts apply specific limits to transaction amount, the Advertiser may pay the Service Fee in several installments. Payment term shall apply to the first instalment only. The Publisher is solely responsible for ensuring the accuracy and correctness of all bank details, payment information, and any other details provided to the Advertiser or Tipalti. The Advertiser shall not be held liable for any errors, delays, or failures in payment resulting from inaccurate or incomplete information submitted by the Publisher
5.5. The Service Fee shall be deemed to be duly paid at the time when the funds are debited from the Advertiser’s account designated for payment by the Advertiser.
5.6. Unless otherwise specified by the Advertiser or by the applicable payment method provider, if the amount payable under any Offer or for any reporting period is less than the applicable minimum threshold, the Advertiser reserves the right to withhold payment until the threshold is met. The minimum payment amount is five hundred (500) US Dollars for payments made via wire transfer and fifty (50) US Dollars for payments made by any other method. In such cases, the Advertiser may accumulate the payable Service Fee until the minimum amount is reached, whether in subsequent reporting periods.
6.1. Traffic Source. The Publisher provides Advertising Services at Traffic Sources, defined on its Platform account.
6.2. The following Traffic Sources are not allowed (the “Restricted Traffic Sources”):
If the Publisher uses any of Restricted Traffic Sources, the Advertiser may not approve the Publisher’s account or Publisher’s Application.
6.3. Unless otherwise is defined in the Offer or if it is not agreed in written between Parties via email or by any other communication tool, the following methods of Conversions generation are not allowed (the “Restricted methods or Fraudulent Traffic”):
All such traffic shall be deemed Fraudulent Traffic and will be deducted by the Advertiser.
7.1. Total Service Fee and number of Conversions provided within each reporting period shall be defined on the basis of the figures generated by Advertiser’s automated system that monitors the provision of the Advertising Services (the “Advertiser’s Report”). The Advertiser shall check the traffic generated by the Publisher within fifteen (15) working days upon the end of each reporting period specified in the IO. The Advertiser may update the Advertiser’s Report to exclude Bot Traffic and Fraudulent Traffic at its own discretion. The Advertiser shall not be obligated to reach out to every Publisher with the Advertiser’s Report. If the Advertiser does not raise any objections or concerns regarding the Advertising Services within the specified term, then upon the expiration of such term, the Advertising Services shall be deemed accepted by default in the Platform. If during the reporting period the number of Conversions from a source is lower than five (5), the Advertiser shall not treat such source as standalone Traffic Source and will evaluate it with other Traffic Sources. In the event of fraudulent activity within this collective traffic, the entire Publisher’s traffic will fall under Fraudulent Traffic. Any information provided in relation to Advertiser’s Report is shared voluntarily and does not obligate the Advertiser to provide additional details.
7.2. In addition to the above, within forty-eight (48) hours upon Advertiser’s request sent via e-mail or by any other means of communication, Publisher shall provide to Advertiser information regarding the performance of the Advertising Services as will be requested by Advertiser (the “Upon Request Reports”). Such Upon Request Reports shall be provided in the form suitable for Advertiser and shall list such information as will be requested by Advertiser. The Advertiser reserves the right to request the Publisher to disclose the source of the traffic. If the Publisher fails to fulfill such a request, the provision of Advertising Services shall be terminated immediately.
7.3. In the event of Fraudulent or Bot Traffic detection, the Advertiser reserves the right to take immediate action. If the Advertiser provides proof of such activity (at its sole discretion), no further justification or explanation will be required, and the Publisher’s account may be permanently banned.
8.1. For the proper functioning of the Advertiser’s automated system monitoring the provision of the Advertising Services the Publisher shall use the macros shared by Advertiser on the Platform or by any communication means. If the Publisher uses third party’s Traffic Sources to provide Advertising Services, each of such third parties shall have a unique identifier consisting of English letters and/or digits. If such third party uses multiple Traffic Sources in the provision of the Advertising Services, each of the Traffic Sources shall also have a unique identifier, which shall comprise the identifier of the corresponding third party and the name of the Traffic Source consisting of English letters and/or digits (e.g. ThirdPartyID_TrafficSourceID). In no event shall multiple Traffic Sources have the same identifier.
9.1. Advertiser may at any time cancel the Advertising Services in part or in full with the right to resume the Advertising Services under applicable IO, whether provided by Publisher directly, or provided by Publisher through a third party platform. In such case Advertiser shall send a forty-eight (48) hour cancellation notice to Publisher via email or any other approved communication channel. The Advertising Services specified in the cancellation notice shall be considered to be cancelled in forty-eight (48) hours from the moment of receipt by Publisher of the cancellation notice from Advertiser (the “Cancellation Moment”).
9.2. In case Advertiser wishes to resume Advertising Services, the same procedure as for cancellation of Advertising Services shall be applied.
9.3. In the event of cancellation of the Advertising Services Publisher shall be entitled to the Service Fee attributable to the Advertising Services actually performed as of the Cancellation Moment. Upon the Cancellation Moment Publisher shall cease the respective Advertising Services. The Advertising Services performed after the Cancellation Moment shall not be payable by Advertiser.
10.1. Advertiser and/or its licensors own and will own all right, title and interest in and to all Advertising Materials whether created by Advertiser or by Publisher, to the Game and to any other materials provided by Advertiser to Publisher or created by Publisher in connection to the provision of the Advertising Services (the “Materials”), together with any and all copyright, trade secret, trademark and other intellectual property rights in any such Materials (“Advertiser’s IP Rights”). Publisher hereby assigns and transfers to Advertiser, without separate compensation, all right, title and interest that Publisher may have or may hereafter acquire in the Materials and all related Advertiser’s IP Rights throughout the world in all mediums now known or hereafter invented free of any encumbrances or liens. Publisher will not contest the validity of Advertiser’s ownership rights or Advertiser’s IP Rights in and to the Materials and hereby waives any moral rights in and to Materials.
10.2. Nothing contained in these Terms and Conditions or in any Offer shall be construed as an assignment or grant to Publisher of any ownership right in or to Advertiser’s IP Rights, or any other right, title or interest in or to the Materials. Any use of the Materials shall inure to the benefit of Advertiser.
10.3. At the request of Advertiser, Publisher shall execute such form(s) of assignment of copyright or other papers as Advertiser may reasonably request in order to confirm and vest in Advertiser the rights in the Materials as provided for herein. In addition, in the event that Publisher fails to comply with Advertiser’s request within fifteen (15) calendar days after written request by Advertiser, Publisher hereby appoints Advertiser as Publisher’s Attorney-in-Fact to take such actions and to make, sign, execute, acknowledge and deliver all such documents as may from time to time be necessary to confirm in Advertiser, its successors and assigns, all rights granted herein pursuant to this Section 10.
11.1. If the Parties have entered into the Confidentiality Agreement, then the terms of the Confidentiality Agreement between the Parties shall continue in full force and effect and shall be incorporated into these Terms and Conditions and have full force and effect in relation to it and shall prevail over Section 11.2. of these Terms and Conditions.
11.2. If the Parties did not enter into the Confidentiality Agreement, then following shall apply:
11.3. Each Party (a “Recipient”) acknowledges and agrees that: (a) all terms and conditions and the existence of these Terms and Conditions, Offers, and any documents or materials provided by the other Party (“Discloser”), and any business, technical, statistical, financial, marketing and personnel information (including, but not limited to newsletters and any other communications coming from Advertiser), customer or supplier details, technology development, design or operation data, passwords or other access or security codes, required to provide Advertising Services and Conversions, know-how, work in progress, trade secrets, or other secret or confidential matter related to the business or projects of Discloser, constitute confidential information (hereinafter “Confidential Information”); (b) Recipient shall not, either during the rendering of Advertising Services under these Terms and Conditions or at any time thereafter, use, copy, or disclose to any third party any such Confidential Information, unless such use, copying, or disclosure has been authorized in advance in writing by Discloser; (c) upon the earlier of termination or expiration of this Agreement, or at any time upon request of Discloser, Recipient will return to Discloser all Confidential Information in Recipient’s possession or control; and (d) Recipient will execute such additional confidentiality agreements or other documents as may be reasonably requested by Discloser to further document Recipient’s obligations regarding Confidential Information, which additional agreements shall be effective and survive according to their terms.
11.4. It is understood, however that the restrictions listed above pertaining to the Confidential Information shall not apply to any portion of the Confidential Information which: (a) was previously known to Recipient without obligations of confidentiality; (b) is obtained by Recipient after Advertiser’s approval of Publisher’s account by Recipient from a third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation to Discloser with respect to such information; (c) is or becomes part of the public domain through no fault of Recipient; (d) is independently developed by Recipient without use of the Confidential Information; or (e) is approved for release by written authorization of Discloser.
11.5. Recipient may disclose Confidential Information to the extent it is required to do so by administrative or judicial action, provided that Recipient immediately after receiving notice of such action notifies Discloser of such action (to the extent it is legally able) to give it the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence.
11.6. Recipient may disclose Confidential Information if it reasonably considers it necessary to disclose the information to Affiliated Party, its directors, officers, employees, contractors, agents or legal or accountancy advisors (“Representatives”) on a strict and genuine ‘need to know’ basis. The Recipient shall be responsible for any breach of confidentiality by its Representatives.
11.7. Each party acknowledges that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 11 and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under these Terms and Conditions and applicable Offer.
12.1. Publisher represents and warrants to the other that:
(a) it has the power and authority to enter into the present Terms and Conditions and into the applicable IO, and to transfer the rights as provided herein. It has reached the age of majority or legal age in its jurisdiction (if applicable);
(b) it has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under the IO;
(c) the Advertising Materials will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, privacy, publicity or other intellectual property right of any third party;
(d) all web pages in the internet where Advertising Materials are posted do not fall under the Restricted Traffic Source. All such web pages are previously checked for decency and legality of their contents by Publisher;
(e) information on Publisher’s account is up-to-date, accurate and complete and all actions taken from the Publisher’s account are valid and binding for the Publisher.
13.1 Indemnification. The Publisher shall on demand and in full indemnify and defend the Advertiser, its Affiliated Party, and their officers, directors, employees (who shall have no duty to mitigate their losses) from and against any and all liabilities, costs, expenses, damages and losses, (whether or not they were foreseeable at the date of these Terms and Conditions, and including without limitation direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising out of or in connection with: (i) a breach of any representation or warranty of a Publisher set forth herein; (ii) a breach of any other obligations under these Terms and Conditions and the applicable IO; or (iii) any third-party claim made against Advertiser, its Affiliated Party, and their officers, directors and employees, to the extent such claim arises out of the Publisher’s breach of any of its obligations, representations, warranties under these Terms and Conditions and the applicable IO.
13.2. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE FORM OF CLAIM OR ACTION.
NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY WITH RESPECT TO SECTION 11 (CONFIDENTIALITY), SECTIONS 12 AND 13 (WARRANTY AND INDEMNIFICATION), SECTION 16 (PRIVACY AND PERSONAL DATA), FRAUD, WILLFUL MISCONDUCT, BREACH OF PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER LIABILITY STIPULATED IN THE AGREEMENT.
13.3. The total liability of the Advertiser and its Affiliated Party to the Publisher or its Affiliated Party under an Offer whether in contract, tort (including negligence) or otherwise (including any indemnity given under these Terms and Conditions) and whether in connection with these Terms and Conditions or any collateral contract, shall in no circumstances exceed an amount of two thousand five hundred (2 500) US Dollars.
14.1. THESE TERMS AND CONDITIONS, APPLICABLE OFFERS AND ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THEM OR THEIR SUBJECT MATTER OR FORMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE REPUBLIC OF CYPRUS. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR APPLICABLE OFFERS, INCLUDING BUT NOT LIMITED TO THE FORMATION, PERFORMANCE, BREACH, TERMINATION OR INVALIDITY THEREOF, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE CYPRUS EURASIA DISPUTE RESOLUTION AND ARBITRATION CENTER (“CEDRAC”) ARBITRATION RULES. THE PARTIES FURTHER AGREE THAT: (A) THE NUMBER OF ARBITRATORS SHALL BE ONE; (B) THE PLACE OF ARBITRATION SHALL BE NICOSIA, CYPRUS; (C) THE LANGUAGE TO BE USED IN THE ARBITRAL PROCEEDINGS SHALL BE ENGLISH.
15.1. Term. The term of these Terms and Conditions shall commence on the date the Publisher accepts them and shall continue in effect until termination under Section 15 hereof.
15.2. Termination for convenience. Notwithstanding any other provision hereof, the applicable Offer may be terminated by the Parties without reason by providing a termination notice via email or via any other agreed channels not later than forty-eight (48) hours prior to the date of termination. Publisher shall be entitled to receive its prorated fees for the duly provided Advertising Services performed up through such date of termination. All Advertising Materials shall be removed from rotation, and Publisher should cease use of any of such materials.
If the Service Fee has been paid to Publisher in advance, in the event of termination of the applicable Offer Publisher shall return to Advertiser the Service Fee reduced by the amount that accounts for the respective Advertising Services actually performed by Publisher as of the Termination Date. Such return payment shall be performed by Publisher within fifteen (15) calendar days of the Termination Date.
15.3. Termination by Advertiser for cause. In addition to the termination under Section 15.2, the Advertiser may immediately terminate these Terms and Conditions by providing a termination notice via email or via any other agreed channels by occurrence of one or several circumstances specified below:
a) Material Breach. The Publisher commits a material breach of its obligations under these Terms and Conditions (or a series of non-material individual breaches which in Advertiser’s reasonable view together amounts to a material breach) and if the breach is capable of remedy, fails to remedy it to Advertiser’s satisfaction during the period of fourteen (14) calendar days upon the receipt of the corresponding notice from the Advertiser.
b) Use of a Restricted Traffic Source or generation of Bot or Fraudulent Traffic. The Publisher provides Advertising Services on a Restricted Traffic Source or generates Bot Traffic or Fraudulent Traffic.
c) Provision of Misleading or Incomplete Information. The Publisher fails to provide accurate and complete information, required for Advertiser’s approval of the Publisher account or the Publisher fails to grant or suspends Advertiser’s access to statistical information at the Traffic Source.
d) Infringement of the Advertiser’s or Third-Party The Publisher infringes Advertiser’s or any other third-party’s Intellectual Property Rights or misuses Advertiser’s or any other third-party’s Confidential Information or other property.
e) Inactive Publisher’s Account. The Publisher does not deliver any Conversions to any of the Offers available on the Platform during three (3) months or fails to respond to communications for a period of thirty (30) days.
f) Cross Default of other agreements with the Advertiser. The Publisher defaults on or materially breaches any other agreement or arrangement that it has with the Advertiser (whether or not it would constitute a default or material breach under these Terms and Conditions).
g) Bankruptcy or Insolvency. The Publisher becomes insolvent or bankrupt or enters insolvency or bankruptcy proceedings or takes any steps towards the same, or if it ceases or threatens to cease to carry on business.
In the event of termination under this clause 15.3., Publisher shall not be entitled to receive any fees for the Advertising Services performed up through the date of termination. All Advertising Materials and other materials shall be removed from rotation and Publisher should cease use of any of such materials.
In the event the Advertiser discloses to the Publisher players’ personal data (the “Personal Data”), or the Publisher has access to such Personal data, these will be provided only for the purposes of rendering the Advertising Services under these Terms and Conditions. The Personal Data shall only be collected and processed in accordance with the applicable law in relation to the processing of personal data and the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and the Data Processing Addendum to these Terms and Conditions.
17.1. The Advertiser and its employees adhere to the principles and standards, defined in the Advertiser’s corporate policies, available HERE. The Publisher, its Affiliated Party and subsidiaries, including but not limited to its/their owners, officials, employees and agents, are expected to comply with Advertiser’s corporate policies to ensure they act lawfully and ethically while performing duties under the Agreement.
(i) Neither Party shall assign its rights and obligations under the IO and these Terms and Conditions in whole or in part without prior written consent of the other Party, except for Advertiser, who has the right to assign its rights and obligations under the IO and these Terms and Conditions to its Affiliated Party companies and subsidiaries without consent of Publisher; (ii) nothing contained in these Terms and Conditions and applicable IOs shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or other agency or relationship between Publisher and Advertiser; (iii) neither Advertiser nor Publisher have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein; (iv) any notices under the IO and these Terms and Conditions shall be sent to the addresses set forth on the Publisher’s account; (v) the waiver of any breach or default of the IO and these Terms and Conditions will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party; (vi) If any provision contained in the IO is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the Parties, and the remaining provisions of the IO will remain in full force and effect; (vii) These Terms and Conditions combined with the Offers constitute the whole agreement between the Parties and supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering these Terms and Conditions, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in these Terms and Conditions. Nothing in this Section shall limit any liability for fraud; (viii) In the event of any discrepancies between the English language version of these Terms and Conditions and any versions in any other languages into which it may be translated, the English language version shall prevail; and (ix) These Terms and Conditions and any IOs may be amended by the Advertiser at any time by announcement on the Platform or email notification or any other notification via agreed channel. If the Publisher continues provision of Advertising Services after date of such announcement or notification, Publisher agrees with such amendments. If Publisher does not agree with amendments, he should immediately cease provision of Advertising Services and inform the Advertiser.
Date of revision: 20.03.2025
Data Processing Addendum
1.1 This Data Processing Addendum (“DPA”) is entered into as part of the Agreement between the Advertiser and the Publisher. It governs the processing of personal data by the Publisher on behalf of the Advertiser, in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”).
1.2 Terms not explicitly defined in this DPA shall have the meanings assigned to them under the GDPR.
1.3 This DPA applies to the processing of personal data by the Publisher on behalf of the Advertiser as outlined in the Agreement. The subject matter, nature, purpose, types of personal data, and categories of data subjects are detailed in Annex I.
1.4 The Advertiser acts as a controller and appoints the Publisher as a processor. The Advertiser is responsible for complying with its obligations under the GDPR.
2.1 The Publisher shall process personal data only in accordance with the Advertiser’s documented instructions, as outlined in this DPA, the Agreement, or any other applicable statements of work.
2.2 If the Publisher is required to process personal data contrary to the Advertiser’s instructions due to a legal obligation, it shall inform the Advertiser without undue delay unless prohibited by law.
2.3 The Publisher shall assist the Advertiser in complying with its obligations under the GDPR, including ensuring appropriate security, notifying breaches, and responding to data subject requests.
The Publisher shall ensure that personnel authorized to process personal data are bound by confidentiality obligations and access such data only as necessary to perform their duties.
4.1 The Publisher shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, loss, or destruction. The measures are detailed in Annex II.
4.2 In assessing appropriate security measures, the Publisher shall consider the state of the art, implementation costs, and the nature, scope, context, and purposes of processing, as well as the risks posed to data subjects.
4.3 The Publisher shall periodically review and update these measures to maintain an adequate level of security.
5.1 The Advertiser authorizes the Publisher to engage subprocessors to process personal data, provided the Publisher ensures that subprocessors are bound by written agreements imposing equivalent obligations as those in this DPA.
5.2 The Publisher shall notify the Advertiser of any intended changes to subprocessors at least 14 days in advance, allowing the Advertiser to object within this timeframe. If no resolution is reached, the Advertiser may terminate the affected services with 14 days’ notice.
6.1 The Publisher shall assist the Advertiser in fulfilling its obligations to respond to data subject rights requests under the GDPR, including rights of access, rectification, erasure, and restriction.
6.2 If the Publisher receives a data subject request relating to the Advertiser’s personal data, it shall notify the Advertiser promptly and only act based on the Advertiser’s documented instructions or as required by law.
7.1 The Publisher shall notify the Advertiser without undue delay upon becoming aware of a personal data breach affecting the Advertiser’s personal data. The notification shall include sufficient details to enable the Advertiser to fulfill its reporting obligations under the GDPR.
7.2 The Publisher shall cooperate with the Advertiser and follow reasonable instructions to investigate, mitigate, and resolve the breach.
The Publisher shall assist the Advertiser, as necessary, in conducting Data Protection Impact Assessments and engaging in prior consultations with supervisory authorities, as required under the GDPR.
Upon termination of the Agreement or at the Advertiser’s written request, the Publisher shall return or securely delete all personal data, unless retention is required by law. Confirmation of deletion or return shall be provided upon request.
10.1 Upon request, the Publisher shall provide the Advertiser with relevant information or certifications necessary to demonstrate compliance with this DPA.
10.2 The Advertiser may conduct reasonable audits or inspections to verify compliance, provided such activities do not unreasonably disrupt the Publisher’s operations. The Advertiser shall bear the costs unless the audit reveals a breach of this DPA.
11.1 The Advertiser grants the Publisher permission to carry out data transfers to countries recognized by the European Commission as providing an adequate level of data protection. This includes transfers under the EU-US Data Privacy Framework or as determined by other relevant authorities where applicable. If a data transfer involves a country not recognized as providing adequate protection, such transfers shall occur only based on appropriate safeguards and the use of Standard Contractual Clauses (SCCs).
11.2 If a data transfer requires the use of SCCs, the Parties agree to incorporate Module 2 (controller-to-processor) of the SCCs, which are completed as follows:
• The “data exporter” is the Advertiser.
• The “data importer” is the Publisher.
• Clause 7 (optional docking clause): applies.
• Clause 9(a): Option 2 applies, with a two-week notice period.
• Clause 11(a) (optional redress clause): is omitted.
• Clause 17: The governing law is the law of the Republic of Cyprus.
• Clause 18(b): The courts of the Republic of Cyprus shall have jurisdiction.
Annexes I, II, and III of this DPA correspond to Annexes I, II, and III of the SCCs.
This DPA, including its annexes, forms an integral part of the Agreement and is effective as of the Agreement’s execution date.
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Wargaming Group Limited
Company number: HE290868
Address: 105 Ayion Omologiton Avenue, 1080 Nicosia, Cyprus
Contact person’s name, position and contact details: Roman Zanin, General Counsel, privacy@wargaming.net
Activities relevant to the data transferred under these Clauses: Online video game developer and publisher.
Role (controller/processor): Controller
Data importer(s):
See Publisher details.
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
End users or “players” who click on or register via the Publisher’s advertising placements (i.e. prospective or actual Wargaming customers).
Categories of personal data transferred
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuous or as needed throughout the term of the Agreement.
Nature of the processing
The Publisher processes the above personal data solely for:
• Displaying advertising materials to end users.
• Tracking and attributing successful “conversions” (clicks, registrations, in‐game events).
• Providing performance reports (e.g., number of valid conversions).
Purpose(s) of the data transfer and further processing
To enable, measure, and pay for advertising services that drive traffic/registrations to Wargaming’s games, in accordance with the affiliate agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal data is retained by the Publisher only for as long as necessary to provide the advertising services and fulfill reporting obligations (e.g., verifying conversions).
Data must be deleted or returned upon termination of the agreement or upon Wargaming’s instruction, whichever is earlier.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
If the Publisher uses sub‐processors (e.g., third‐party tracking platforms), they should be listed in Annex III (or be approved separately).
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
Cyprus «Office of the Commissioner for Personal Data Protection»
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Access Control of Processing Areas
Data importer has implemented and will maintain reasonable and appropriate measures to prevent unauthorized access to the data processing equipment (namely telephones, database and application servers and related hardware) where personal data is processed or used, including:
• establishing security areas and physical controls;
• protection and restriction of access paths;
• establishing access authorizations for employees and third parties, including the respective documentation;
• all access to the data center where personal data are hosted is logged, monitored, and tracked;
• the data center where personal data are hosted is secured by a security alarm system, and other appropriate security measures.
Access Control to Data Processing Systems
Data importer has implemented and will maintain reasonable and appropriate measures to prevent data processing systems where personal data is processed and used from being used by unauthorized persons, including:
• use of industry best encryption technologies, including for data at rest and in-transit;
• identification of the terminal and/or the terminal user to data importer and processing systems;
• automatic temporary lock-out of user terminal if left idle, identification and password required to reopen;
• automatic temporary lock-out of the user ID when several erroneous passwords are entered, log file of events, monitoring of break-in-attempts (alerts);
• all access to data content is logged, monitored, and tracked.
Access Control to Use Specific Areas of Data Processing Systems
Data importer commits that the persons entitled to use their data processing system are only able to access the data within the scope and to the extent covered by their respective access permission (authorization) and that personal data cannot be read, copied or modified or removed without authorization. This shall be accomplished by various measures including:
• employee policies and training in respect of each employee’s access rights to the personal data;
• allocation of individual terminals and/or terminal user, and identification characteristics exclusive to specific functions;
• monitoring capability in respect of individuals who delete, add or modify the personal data;
• release of data only to authorized persons, including allocation of differentiated access rights and roles;
• use of industry standard encryption technologies, including for data at rest and in-transit;
• control of files, controlled and documented destruction of data.
Availability Control
Data importer has implemented and will maintain reasonable and appropriate measures to ensure that personal data is protected from accidental destruction or loss, including:
• infrastructure redundancy;
• backup is stored at an alternative site and available for restore in case of failure of the primary system.
Transmission Control
Data importer has implemented and will maintain reasonable and appropriate measures to prevent personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. This is accomplished by various measures including:
• use of industry standard firewall, VPN and encryption technologies to protect the gateways and pipelines through which the data travels;
• highly confidential employee data is encrypted within the system;
• providing user alert upon incomplete transfer of data (end to end check);
• as far as possible, all data transmissions are logged, monitored and tracked.
Input Control
Data importer has implemented and will maintain reasonable and appropriate input control measures, including:
• an authorization policy for the input, reading, alteration and deletion of data;
• authentication of the authorized personnel;
• protective measures for the data input into memory, as well as for the reading, alteration and deletion of stored data;
• utilization of unique authentication credentials or codes (passwords);
• providing that entries to data processing facilities (the rooms housing the computer hardware and related equipment) are kept locked;
• automatic log-off of user ID’s that have not been used for a substantial period of time;
• proof established within data importer’s organization of the input authorization;
• electronic recording of entries.
Separation of Processing for different Purposes
Data importer has implemented and will maintain reasonable and appropriate measures to ensure that data collected for different purposes can be processed separately, including:
• access to data is separated through application security for the appropriate users;
• modules within data importer’s data base separate which data is used for which purpose, i.e. by functionality and function;
• at the database level, data is stored in different normalized tables, separated per module, or function they support;
• interfaces, batch processes and reports are designed for only specific purposes and functions, so data collected for specific purposes is processed separately.
Documentation
Data importer will keep documentation of technical and organizational measures in case of audits and for the conservation of evidence. Data importer will ensure that persons employed by it, and other persons at the place of work concerned, are aware of and comply with the technical and organizational measures set forth in this Annex II.
Monitoring
Data importer has implemented and will maintain reasonable and appropriate measures to monitor access restrictions to data importer’s system administrators and to ensure that they act in accordance with instructions received. This is accomplished by various measures including:
• individual appointment of system administrators;
• adoption of commercially reasonable and appropriate measures to register system administrators’ access logs to the infrastructure and keep them secure, accurate and unmodified for at least six months;
• yearly audits of system administrators’ activity to assess compliance with assigned tasks, the instructions received by data importer and applicable data protection law;
• keeping an updated list with system administrators’ identification details (e.g. name, surname, function or organizational area) and tasks assigned and providing it promptly to data exporter upon request.
Limits on Retention/Destruction
Data importer will destroy or dispose of records containing personal data when there no longer exists any lawful basis for processing. Data importer has implemented and will maintain reasonable and appropriate measures to securely destroy and/or delete all personal data consistent with applicable data protection law. Methods of performing these actions may include the use of a third-party disk scrubbing utility or destruction of the drive, such as by degaussing, shredding, or other means of physically destroying data through specialized equipment and services.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
If applicable, subprocessors list shall be shared separately via email.
ANNEX III
LIST OF SUB-PROCESSORS
EXPLANATORY NOTE:
This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).
If applicable, subprocessors list shall be shared separately via email.