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AdGem Player Agreement

This AdGem Player Agreement (the “Agreement”) is between AdGem, LLC (“AdGem”) and you as an individual (“You” or “Your”).

AdGem provides an online advertising marketplace (the “Offer Wall”) to end users (“Players”) of mobile video games (“Games”) or mobile applications (collectively with Games, “Apps”) provided by third parties (“Publishers”). The Offer Wall connects Players with third-party advertisers (“Advertisers”) that make promotional offers (“Offers”) available through the Offer Wall. AdGem also provides general Player support related to certain Games (the “Player Support Services”). This Agreement applies to the Offer Wall, any data, information, photographs, written, audio or visual, or other content available through the Offer Wall (“Content”), and the Player Support Services.

Please read this Agreement carefully. By accessing or using any part of the Offer Wall, or any Content or Player Support Services, You agree to enter into and be bound by this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, ADGEM IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE OFFER WALL, CONTENT, OR PLAYER SUPPORT SERVICES AND YOU MUST NOT ACCESS OR USE THE OFFER WALL, CONTENT, OR PLAYER SUPPORT SERVICES. IF YOU ACCESS OR USE THE OFFER WALL, CONTENT, OR PLAYER SUPPORT SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND WILL BE BOUND BY THIS AGREEMENT.

SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND ADGEM ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 16 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND ADGEM TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

  1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

  2. TERM. This Agreement is entered into as of the earlier of the date You first access or use the Offer Wall, Content or Player Support Services, and will continue until terminated as set forth herein.

  3. MODIFICATIONS. AdGem reserves the right, at any time, to modify the Offer Wall, Content, or Player Support Services, with or without notice to You, by making those modifications available on the Offer Wall. AdGem also reserves the right, at any time, to modify the terms of this Agreement. AdGem will inform You of the presence of any changes to this Agreement by posting those changes on the Offer Wall or by providing You with notice through the Offer Wall. Any modifications will be effective 10 days following posting on the Offer Wall or delivery of such notice through the Offer Wall, except in the case of a legally required modification which will be effective upon posting. You may terminate this Agreement as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Offer Wall, Content, or Player Support Services following such notice period.

  4. ELIGIBILITY. AdGem does not knowingly provide the Offer Wall, Content, or Player Support Services to children, meaning Players under the age of 13 or the applicable minimum age of online consent where You are located. If You are under the minimum age applicable to You, please do not use the Offer Wall, Content, or Player Support Services or send AdGem any information about You. If You believe that AdGem may have any information from or about a child, please contact us at [email protected]. If AdGem learns that AdGem has collected personal information from a child without verifiable parental consent, AdGem will delete that information.

  5. ADGEM USER ID.

    5.1. AdGem User ID. You may be assigned a unique identifier (“AdGem User ID”) for access to Offers, and certain Content and Player Support Services. You may not distribute or transfer Your AdGem User ID or provide a third party with the right to access Your AdGem User ID. You are solely responsible for all use of the Offer Wall, Content, and Player Support Services through Your AdGem User ID. You are fully responsible for all liabilities and damages incurred through the use of Your AdGem User ID (whether lawful or unlawful) and any transactions completed under Your AdGem User ID will be deemed to have been lawfully completed by You.

  6. ADGEM OFFER WALL.

    6.1. Offers. You agree that Advertisers, not AdGem, provide Offers. AdGem has no obligation to screen or verify the quality of Advertisers or Offers. It is Your responsibility as a Player to make Your own assessment of any Advertiser or Offer through the Offer Wall. You agree that AdGem has no responsibility or liability to You related to any Advertiser or Offer except as expressly set forth in this Agreement. AdGem does not control, supervise, or provide any training or equipment to Advertisers, and has no ability to manage the quality, timing, failure to provide, legality, or any other aspect of Offers provided by Advertisers.

    6.2. Offer Eligibility. To be rewarded for completing an Offer, You must be eligible. To be eligible for an Offer and potential associated rewards, You must:

    • Be a new user to the App, survey, or service that You are being rewarded for interacting with. This means never having had an App account under any name, email or user ID on any device. Uninstalling and re-downloading Apps, or quitting services or subscriptions of Apps in order to sign up again does not make a Player eligible for rewards again.
    • Never have completed or submitted a player support request to AdGem for an Offer (“Player Support Request”) from the same App (i.e. If You completed a level 10 Offer, You cannot be eligible for a level 12 Offer, or an Offer requiring any other action in the same app).
    • Be in the correct geographic location and not use a VPN or similar technology to access Offers outside Your physical geographic area.
    • Be able to provide comprehensive, honest and indisputable evidence of Offer completion upon AdGem’s request. (i.e. a screenshot on Your device clearly showing Offer completion)
    • Maintain an online connection when engaging with the offer (being in airplane mode does not qualify)
    The following actions and behaviors may result in Players being blocked from using the Player Support Services and/or closing of Player Support Requests without notice, in AdGem’s sole
    • Abusive or rude behavior towards the AdGem Support Team.
    • Player Support Requests submitted more than 30 days after the initial interaction with the Offer for which You are seeking help.
    • Failure to respond to AdGem communication and/or requests.
    • Failure to provide evidence of Offer completion as requested.
    • Use of fake screenshots or evidence, including: doctored or edited images, images found on the internet, or any image not taken from Your own device.
    • Attempting to be rewarded for the same Offer(s) multiple times.
    • Attempting to appear as multiple Players for the purpose of being rewarded more than once.
    • Using any method to mask, change or hide Your geographical location for the purpose of accessing Offers unavailable in Your actual, physical location.
    • Using device emulators or any similar methods or tools to access Offers and/or attempt to complete Offers.
    All decisions and judgments regarding eligibility are made in AdGem’s sole discretion and are final.

    6.3. Prohibited Conduct. The following actions and behaviors may result in Players being blocked from using the Player Support Services and/or closing of Player Support Requests without notice, in AdGem’s sole discretion.

    • Abusive or rude behavior towards the AdGem Support Team.
    • Player Support Requests submitted more than 30 days after the initial interaction with the Offer for which You are seeking help.
    • Failure to respond to AdGem communication and/or requests.
    • Failure to provide evidence of Offer completion as requested.
    • Use of fake screenshots or evidence, including: doctored or edited images, images found on the internet, or any image not taken from Your own device.
    • Attempting to be rewarded for the same Offer(s) multiple times.
    • Attempting to appear as multiple Players for the purpose of being rewarded more than once.
    • Using any method to mask, change or hide Your geographical location for the purpose of accessing Offers unavailable in Your actual, physical location.
    • Using device emulators or any similar methods or tools to access Offers and/or attempt to complete Offers.
    All decisions and judgments regarding prohibited conduct are made in AdGem’s sole discretion and are final.

    6.4. Publisher and Advertiser Terms. You understand and agree that Your use of Games may be subject to additional terms between You and the applicable Publisher (“Publisher Terms”). You further understand and agree that Offers may be subject to additional terms between You and the applicable Advertiser (“Advertiser Terms”). You understand and agree that Publisher Terms and Advertiser Terms are between You and the applicable Publisher or Advertiser. AdGem is not responsible for and hereby disclaims any responsibility with respect to any Publisher Terms or Advertiser Terms.

    6.5. Taxes. Players are solely responsible, and AdGem is not responsible for any tax withholding or reporting, including income tax reporting in connection with any of Offers. You understand and agree that if AdGem is found to be liable for any tax, withholding tax, or reporting obligation in connection with any of Offers, then You will immediately reimburse and indemnify AdGem for all costs, expenses, and liabilities (including any interest and penalties) relating to such liability.

  7. PLAYER SUPPORT

    7.1 Player Support. For certain Games, AdGem Offers customer support to Players for Game-related issues. However, not all Publisher opt in to AdGem Player Support. In these cases, AdGem cannot help Players with missing rewards and Players will need to resolve those issues directly with the Publisher.

    7.2 Player Support Requests. To make a Player Support Request for an applicable Game, follow these steps. AdGem cannot accept requests submitted through any other channel and will not respond to such requests.

    • Timing Requirement: Because rewards for completed Offers may take up to 72 hours to appear in Your Player Account, You are required to wait 72 hours after starting an Offer to submit a Player Support Request. If the issue persists after 72 hours, You can submit a Player Support Request using the steps linked above. To be eligible for rewards, Offers must be completed within listed time frame of Your first interaction with the Offer involved in Your request. If an Offer is completed after that 30-day window, no rewards can be given.
    • Response and Resolution: AdGem strives to resolve requests quickly, however some support requests require multiple rounds of investigation and may necessitate contacting the Player, Advertiser and/or Publisher. AdGem makes no guarantee that support requests will be resolved within a specific time frame. In order to be eligible for rewards, You agree to cooperate with AdGem and provide any requested information. Failure to assist AdGem in a timely manner as requested, for example by providing legitimate screenshots or other information, may result in Your support request being closed, without notice. AdGem reserves the right to close any request, at any time, with no written warning, communication or explanation provided to the Player.
    • Behavior Expectations: A great Player experience is the goal of AdGem Player Support. However, abusive language or actions; use of profanity or other abusive behavior may result in immediate closure of Your Player Support Request, and the suspension or permanent termination of Your Player Account, without notice. AdGem reserves the right to ban Players from using the Player Support Services at its sole discretion.

  8. ACCESS.

    8.1. To the Offer Wall. Subject to Your compliance with this Agreement, AdGem will permit You to access and use the Offer Wall, Content and Player Support Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You agree to with AdGem before being given access to any specific aspects of the Offer Wall or Player Support Services. Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Offer Wall or Player Support Services to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.

    8.2. To Content. Unless otherwise noted on the Offer Wall, all Content available through the Offer Wall, including all text, job descriptions, maps, audio, video, photographs, illustrations, graphics and other media, is owned by AdGem, or AdGem’s other third party licensors. You represent and warrant that You will comply with the Acceptable Use Policy as to all Content available through the Offer Wall. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. Subject to Your compliance with this Agreement, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Offer Wall and Player Support Services. AdGem has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content.

    8.3. To Third-Party Player Support Services. The Offer Wall may provide You with the choice to access certain services developed, provided, or maintained by other third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Terms”). The terms of any Third Party Service Terms (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Terms in addition to the terms of this Agreement, but will not apply to the Offer Wall or any Player Support Services You may access through AdGem.

    8.4. Release. You hereby release and forever discharge AdGem (and its officers, employees, agents, parents, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Players, Publishers, Advertisers, or related to Third Party Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

  9. TERMINATION. This Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Offer Wall and all Content and Player Support Services (including, without limitation, all Content You obtained prior to termination or expiration); and (c) AdGem may, in its sole discretion, delete AdGem User ID. Any section that should reasonably survive expiration or termination of this Agreement will survive any expiration or termination of this Agreement.

  10. SUSPENSION. Without limiting AdGem’s right to terminate this Agreement, AdGem may also suspend Your access to Your AdGem User ID and the Offer Wall or any Content or Player Support Services (including Your Player Content), with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by AdGem, in its sole discretion, to be inappropriate or detrimental to the Offer Wall, Player Support Services, AdGem, or any other Player or third party.

  11. OFFER WALL TECHNOLOGY. The Offer Wall, and the databases, software, hardware and other technology used by or on behalf of AdGem to operate the Offer Wall, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of AdGem. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (d) harvest, collect, gather, or assemble information or data regarding other Players, including e-mail addresses, without their consent; (e) alter, modify, reproduce, create derivative works of the Technology; (f) alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (g) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology, or otherwise make the Technology available to any third party; (h) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (i) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; or (j) interfere with the operation or hosting of the Technology.

  12. OWNERSHIP. AdGem retains all right, title and interest, including, without limitation, all IPR, in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Offer Wall, Content, and Player Support Services under this Agreement. The AdGem name, logo, and all product and service names associated with the Offer Wall, Content, and Player Support Services are trademarks of AdGem and its licensors and providers and You are granted no right or license to use them.

  13. REPRESENTATIONS AND WARRANTIES.

    13.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

    13.2. Compliance with Laws; Prohibition against Criminal Behavior. You acknowledge that the Offer Wall is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that You will access and use the Offer Wall in compliance with all Laws applicable to You, Your Player Content and any other Content You may access through the Offer Wall. AdGem is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to AdGem that Your Player Content, and Your use of and access to the Offer Wall, including any Content, will comply with all applicable Laws and will not cause AdGem itself or any other Player to violate any applicable Laws. By accessing and using the Offer Wall, You represent and warrant that You have never been accused or convicted of or are currently pending trial for any criminal offence, including, without limitation, any criminal offence involving violence, abuse, neglect, fraud, larceny, or any offence that in any way involves a sex offense, a crime involving a minor or any crime involving moral turpitude, nor have they ever been ordered by any court or government agency to register as a sex offender or been denied permission to work in or terminated from a child care or day care facility.

    13.3. No Warranties; Disclaimer. THE OFFER WALL, CONTENT, AND PLAYER SUPPORT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ADGEM AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE OFFER WALL OR ANY CONTENT OR PLAYER SUPPORT SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE OFFER WALL. ADGEM AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE OFFER WALL, CONTENT, PLAYER SUPPORT SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADGEM, ITS EMPLOYEES, OR PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

  14. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless AdGem and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (a) Your access to or use of the Offer Wall, Content, or Player Support Services; (b) Your Player Content or any access to or use thereof; (c) any access to or use of Your Player Content by any Players; (d) Your collection, use, and disclosure of any Player Content, (e) Your violation of applicable Laws; and (f) Your breach of any representation, warranty, or other provision of this Agreement. AdGem will use reasonable efforts to provide You with notice of any such claim or allegation, and AdGem will have the right to participate in the defense of any such claim at its expense.

  15. LIMITATION ON LIABILITY. ADGEM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE PLAYER SUPPORT SERVICES OR USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE OFFER WALL) OR CONTENT, EVEN IF ADGEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. ADGEM’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ADGEM’S PROVISION OF THE PLAYER SUPPORT SERVICES AND THE TECHNOLOGY (INCLUDING THE OFFER WALL) AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO ADGEM FOR USE OF OR ACCESS TO THE OFFER WALL IN THE PRECEDING 6 MONTHS, AND (2) $500. YOU AGREE THAT ADGEM WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ADGEM’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  16. DISPUTES.

    16.1. Terms to Arbitrate. Except as otherwise provided in Section 16.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 16.2, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute to for final settlement through binding arbitration, administered by JAMS under its current Streamlined Arbitration Rules & Procedures (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by AdGem in Denver, Colorado, U.S.A. The arbitrator will apply the law set forth in Section 16.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

    16.2. Exception to Arbitration. You agree that if AdGem reasonably believes You have, in any manner, violated or threatened to infringe AdGem’s IPR, then AdGem may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in Denver, Colorado.

    16.3. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado (U.S.A.) as such laws apply to contracts between Colorado residents performed entirely within Colorado, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 16.1, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in Denver, Colorado (U.S.A.), and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by AdGem.

  17. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to AdGem by postal mail to the address for AdGem listed on the Offer Wall, with a copy to [email protected]. AdGem may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to AdGem in connection with Your Player Account, provided that in the case of any notice applicable both to You and other Players of the Offer Wall, AdGem may instead provide such notice by posting on the Offer Wall. Notices provided to AdGem will be deemed given when actually received by AdGem. Notice provided to You will be deemed given 24 hours after posting to the Offer Wall or sending via e-mail.

  18. LINKED SITES. The Offer Wall, Content, or Player Support Services may contain links to third-party sites or content that are not under the control of AdGem. If You access a third party site or content from the Offer Wall or Player Support Services, then You do so at Your own risk and AdGem is not responsible for any content on any linked site.

  19. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Offer Wall, Content, and Player Support Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Offer Wall, Content, and Player Support Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by AdGem under this Agreement must be in writing or later acknowledged by AdGem in writing. Any waiver or failure by AdGem to enforce any provision of this Agreement on one occasion will not be deemed a waiver by AdGem of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of AdGem. Any assignment in violation of the foregoing will be null and void. AdGem may assign this Agreement to any party that assumes AdGem’s obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from AdGem, You agree to provide AdGem with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for AdGem to verify Your compliance with the terms of this Agreement and all applicable Laws.

Last Updated: November 25th, 2024