General Advertising Terms & Conditions


These advertising terms and conditions are incorporated into and made part of an agreement (referred to herein as “this Agreement”)


This Agreement together contains the entire agreement between the Publisher and the Client, as defined below, to the exclusion of any other written and/or verbal representation or statement.

Words and phrases used in this Agreement shall, where the context allows, have the following meanings:

1.1 “Client” means the person, firm or company whose products, goods or services are the subject matter of the Advertising Material. Client shall include advertisers or the agencies enters into this Agreement with Publisher.

1.2 “Publisher” means Adflex. Publisher shall select and purchase advertising space or advertising time on behalf of Client and is jointly and severally responsible with the Client for payments of accounts.

1.3 “Advertising Material” means materials to be supplied by Client to Publisher for publication.

1.4 “Publisher’s Property” means the Publisher’s mobiles, computers or web applications, websites, newsletters and any other media agreed with the Client.

1.5 “Campaign” means a form of advertising or advertising campaigns from Publisher to improve sales performance, and increase visiting turns.

1.6 “Publication Log” means the information technology system or other record used by Publisher which records the date, time and identity of advertisements, and other materials published on the Publisher’s Property.

1.7 “Publish” or “Publication” for all purposes under this Agreement means the sending of the advertisement from Publisher’s publication suite and, by whatever means, its publication within the Territory.

1.8 “Rule” means Publisher’s advertising rules and standards and includes any laws, regulations, codes, guidelines or rules regarding advertising standards or practice issued by regulatory authorities within the Territory, as may from time to time be in force during the term of this Agreement.

1.9 “Technical Requirement” means technical requirements issued by Publisher from time to time for the Advertising Material delivered by the Client to be published by Publisher.

1.10 “Territory” means the geographical area where the Publisher’s Property are promoted.

1.11 “Working Day” shall mean Monday to Friday inclusive, except any bank or public holidays.


2.1 All Advertising Material shall be submitted in their final form to Publisher’s Advertising department for approval prior to publication with Optimize Media’s Advertising Guidelines referenced in Exhibit A of this Agreement, unless otherwise approved by an authorized representative of Publisher.

2.2 Publisher hereby reserves the right, in its absolute discretion, and without incurring any liability to the Client therefor, to refuse to publish any advertisement without giving any reason. The Client shall not be liable to pay for any advertisements which Publisher declines to publish.


3.1 The delivery of Advertising Material shall be made by the Client (at its sole risk and expense) to in the form specified by Publisher not less than ten (10) Working Days before the date of intended publication.

3.2 In no event shall Publisher be liable for any delay in delivery, loss of or damage to any of the Advertising Material.

3.3 Client irrevocably and unconditionally grant Publisher the right to make and retain copies of the Advertising Material for Publisher’s records and any regulatory or legal purpose.


4.1 If an advertisement is not published by Publisher, at the times or on the Publisher’s Property booked by the Client, Publisher shall endeavor to publish the advertisement at some other time and/or date. If any offer of an alternative time or date for such publication is not acceptable (or not made by Publisher), Publisher shall not charge the Client for such booking.

4.2 To the fullest extent permitted by law, Publisher shall incur no liability whatsoever for any failure to publish all or any part of any advertisement whether throughout the entirety of the Territory or to any particular country in the Territory. Publisher also shall not be liable for any publication error in respect of any advertisement published across the Territory.

4.3 Publication of Advertising Material for all purposes under this Agreement shall be deemed to have taken place if the Publication Log records that publication has taken place.

4.4 Without prejudice to the foregoing, Publisher reserves the right, in its absolute discretion, to make any alterations to an advertisement for regulatory purposes or any other reason not affecting the advertising message.


5.1 All orders accepted by Publisher shall be firm and be paid for, as expressly provided for in this Clause 5.

5.2 As an exception to Clause 5.1 above, the Client may cancel the order without penalty by written notice given to Publisher within seven days from signature date of this Insertion Order but not later than the date of Publication.

5.3 Any request for postponement, variation or rescheduling of any advertisement shall be at the sole discretion of Publisher, and the Client hereby agrees to meet all costs and expenses incurred by Publisher arising out of such postponement, variation or rescheduling.


6.1. The Client shall pay to publisher the service fee from time to time due to Publisher's tracking data.

6.2. Invoice shall be provided by Publisher within 03 working days as from the date of completing Campaign. 30 working days after receiving invoice, Client shall pay the service fee by bank transfer.

6.3. In case the time of Campaign is longer than a month, the service fee shall be calculated on month basis. Therefore, Invoice shall be provided to Client by Publisher before the third day of the next month. 30 working days after receiving invoice, Client shall pay the service fee by bank transfer.

6.4. Taxes and bank fees relating to the payment which are incurred shall be bear by its own parties.


The Client jointly and severally warrant, represent, and undertake to Publisher as follows:

7.1 The Advertising Material shall not infringe any copyright or be defamatory of any third party;

7.2 All necessary consents, licenses and permissions for the publication of the Advertising Material have been obtained and paid for;

7.3 The Advertising Material shall comply with all applicable laws and regulations of Territory including, without limitation, the Technical Requirement and the Optimize Media’s Advertising Guidelines;

7.4 Client shall take all necessary steps before submission of the Advertising Material to Publisher to ensure that nothing is, or will be, contained in the Advertising Material which might make its publication illegal or actionable for any reason in any of the countries within territories of the Territory;

7.5 Client will jointly and severally fully indemnify and keep Publisher fully harmless against all actions, proceedings, costs, damages expenses, penalties, claims, demands and liabilities (including any costs, damages and payments whatsoever made on advice of counsel to settle any claim) arising from any breach of the Client’s warranties or obligations contained in this Agreement, or as a consequence of the use, recording, publication, in the form submitted or prescribed, of any Advertising Material or materials supplied by or published for Client.


8.1 Publisher shall reserve the right in its absolute discretion to adjust existing bookings in order to avoid any product conflicts. The Client may either move the booking or cancel without penalty in such cases.

8.2 Publisher shall reserve the right to announce special charges and conditions which shall pre-empt all normal charges and conditions from time to time for particular Publisher’s Property. The Client may either move the booking or cancel without penalty in such cases.


9.1 Publisher shall at its discretion suspend and/or terminate this Agreement by giving 7 working days' notice in writing email to Client in the event that:

(i) Client breaches any terms of this Agreement; or

(ii) Client becomes insolvent, placed in receivership, liquidation or bankruptcy, compounds with its creditors or fails to satisfy any judgment entered against it.

Any termination under this Clause shall be without prejudice to all rights and/or remedies of Publisher.

9.2 If this Agreement is terminated for whatever reason, then:

(i) The mutual obligations of the parties hereto shall cease provided that any moneys due to either party by the other before such termination shall continue to be owed.

(ii) Client shall not bring any proceedings or claim against Publisher or its employees or agents, arising out of or in connection with any direct approach by Publisher to the Client’s advertiser clients.

(iii) No Client discount shall be deducted by the Client other than in respect of the advertising published before termination.


10.1 Client shall give immediate notice to Publisher of:

(i) Any inability to pay its debts or any defaults which have occurred or are likely to occur in the payment of its debts; and

(ii) Any proposed arrangement or compromise to be made in relation to all or any of its creditors.

10.2 Client shall represents, warrants and undertakes that it has been appointed and authorized to act as the agent of the Publisher in respect of this Agreement.


11.1 The content and availability of the Publisher’s Property shall be entirely within the discretion of Publisher and Publisher shall not be liable for any temporary or permanent unavailability or withdrawal of any Publisher’s Property.

11.2 Publisher shall reserve the right for whatever reasons to cease or interrupt publication of any of Publisher’s programming without prior notice to Client.


This Agreement is personal to and may not be assigned by Client except with the prior written consent of Publisher. Publisher shall reserve the right at any time to assign this Agreement to any other person without requiring consent.


Publisher shall not be liable for any breach of this Agreement caused by any reason whatsoever beyond the control of Publisher (an “Event of Force Majeure”).

If an Event of Force Majeure prevents, restricts or curtails the publication of Advertising Material in accordance with the terms of this Agreement, Publisher shall be entitled at its sole option to forthwith terminate or suspend this Agreement until the Event of Force Majeure ends. In the event that Publisher chooses to suspend this Agreement and the Client agrees to it, all other terms of this Agreement – including, without limitation, to Client’s obligation to make payment to Publisher - shall remain in full force and effect. In case of an Event of Force Majeure that prevents publication of Advertising Material for more than thirty days, Client shall have the right to terminate this Agreement.


Any waiver given by Publisher with regard to a term or condition must be in writing to be effective and shall not be deemed to be a waiver of any other term or condition of this Agreement, or a subsequent breach of such term or condition.


15.1 Client and Publisher agree to:

(i) Maintain the confidentiality of Confidential Information (as defined below);

(ii) Not use Confidential Information for any purposes other than those specifically set out in this Agreement;

(iii) Return materials received from other party on the expiration date of this Agreement.

15.2 "Confidential information", for the purposes of this Agreement, means any information shown in all its forms, sent or received by Client or Publisher, including but not limited to information relating to this Agreement and the information that a party may have in the process of negotiating, signing and implementation of this Agreement.


This Agreement shall be construed in accordance with law of Territory. Any disputes between Publisher and Client (is any) shall be resolved in the first instance through amicable negotiation. In failure to reach the settlement through negotiations, either party may refer the dispute to the competent arbitration in Territory for settlement.



1. The following Advertisements are prohibited to be advertised/displayed on or through the Publisher’s Property:

• Pornography • Tobacco • Weapons • Alcohol • Drugs and drug paraphernalia • Advertisements that incur a significant and specific fee to the user - e.g., premium SMS fee that a user is charged when unsolicited Advertising is sent to mobile device user • Illegal products • Misleading Advertisements • Illegal Advertisements (Advertisements that do not comply with all applicable local/national laws).

1. The following Advertisements are prohibited to be displayed on or through the Application. Advertisements that infringe the rules below require written approval from an authorized representative of Publisher. If it is unclear whether an Advertisement breaches any of these areas, please contact the Publisher Application Manager:

• Advertisements specifically directed at children • Advertisements for adult content • Religious Advertisements • Political Advertisements • Gambling Advertisements • Advertisements promoting violence, crime or other violent behavior • Drug/pharmaceutical Advertisements • Comparative Advertising

Privacy Policy for Publisher


This General Terms (hereinafter as “Terms”) is published by Eway (hereinafter as “Eway”) regulating obligations to partners of Eway (hereinafter as “Partner”), including the following terms and conditions:


Article 1: Definition

In cooperation scale, the terminologies shall be defined:

  1. CPC” (Cost per click) means the form of calculating advertising fees upon a click on a banner/ an image leading to advertising page.
  2. CPI” (Cost per install) means the form of calculating advertising fees upon an installation and opening of an application or a mobile game in condition of conneting to Internet.
  3. Traffic” means the amount of users who access to advertisment of goods and products provided by Partner.
  4. Advertiser” means a third parties, including but not limited to advertisers, developers, agencies who have demand for advertising or cooperate with Eway.
  5. “Valid revenue” means the income calculated upon to the valid advertisement confirmed by Eway in the Account.
  6. “Account” is the online account with the user name and password on Adflex system at, registered by Partner to follow and regularly update the campaign and the attained advertisement.
  7. Campaign” means collection of advertising activities to support and promote business,  to increase views of advertisment and usage of products.
  8. “Confidential information” means all confidential or top secret of Eway, including but not limited to: business, financial plan, technical information, operation documents, trading models, production procedures, staffs, technical guidelines of softwares, design documents… in writing or in speech, assigned, directly or indirectly disclosed to Partner by Eway and Eway’s staffs.


Article 2: Scope of works
  1. By signing in the Terms, Partner agree to become a Eway’s partner to develop business, provide advertising services via system of under the Law of Vietnam.
  2. Solutions availabe for Partner in the Adflex system:
    • Direct distribution of link;
    • In-app advertisment;
    • Apk distribution;
    • Notification.
  3. Eway is recognized as the owner or authorized representative of advertising services/products, including: trademarks, domain, logo and other features and functions of the services/products.
  4. The Parties agree that all rights on intellectual property, websites is exclusively to Eway and Eway does not allow Partner or any other parties to copy, intervene, disorder, supplement, damage or change one or all part of services in any forms without prior consent of Eway.
  5. The Terms shall not institute any relations of agents, affiliates or other commitment between Parties except for scope of works agreed above.


Article 3: Term of cooperation

The Terms takes effect from 01 September, 2016.

Any amendment, replacement, supplement to a part or all of the Terms shall be notified by Eway to Partner at at least 07 (seven) days before coming into force.


Article 4: General rights and obligation

1. Partner must be the owner or legal representative of website, applications or materials used to cooperate with Eway.

In case of any claims or breaches due to dispute of these materials, Eway shall have rights to withdraw or decline to pay Partners any incomes for Partners’ services. Moreover, Partner has to pay compensation for every damages that Eway suffers because of Partner’s breaches.

2. Partner is responsible for its provided contents, services and products.

Partner is responsible to promote products/services under the scope of works. Partner guarantees the advertisment is not fraud, violates custom or laws, and not breach Eway’s policies published  on website of Eway.

3. Partner must obey the law of its country and regions it provide advertisment to. Partner shall hold Eway harmless from its violation. Eway shall have right to terminate cooperation or fine Partner for not completing its obligations under this Terms.


Article 5: Signing up account

  1. Partner must sign up Account on Eway’s system at
  2. Partner commits to use the exact and up-to-date information for the Account. Partner must update the Account as soon as there are any changes of information. Eway shall be hold harmless from liabilities arasing from unaccurate or non-updaded information on Partner’s Account.
  3. Successfull registration shall mean acceptance of Partner to conditions under this Terms.
  4. Partner shall have to keep the Account secret, all actions of entering Partner’s Account are considered as Partner’s log-in.
  5. The Account shall not be popularized, assigned or transferred in any ways. In cases of doubting illegal log-in by a third party, Partner must notify Eway for solving.
  6. Information about Partner shall be Confidential information of Eway.

Article 6: Recording policies

Recording policies is made to bring healthy environment of CPI/CPC advertisment to all Partners. Eway provides products and tools supporting Partners by using CPI Storage, Smart Ads 3.0, SDK Wrapper, and others.

Revenue of Partner, on campaign basis, is recorded on install- number of install – and click – number of click. Partner must follow the recording policies as described in details below. In case of Partner’s disagreeing or unfollowing, Eway shall have right to terminate cooperation or give penalty to income and Account of Partner.

  1. Recording a valid install/ CPI
    1. CPI is considered to be valid if it satisfies:
      • End-users downloads application to thier mobile device voluntarily, positively, and consciously;
      • End-users installs application successfully and open the application when connecting to internet;
      • Application is not been installed on the device before. Re-installation in any ways shall not be recorded;
      • Subjects, regions, languages, devices… are compatible to Eway’s requirements;
      • Within 01 (one) hour from success installation and opening, Eway record the advertisment.
    2. Limitation for a CPI:
      • For Android campaign, an Google Play email account is counted only one time for one campaign, despite of its usage on different devices;
      • For iOS campaign, one device is counted only one time for one campaign;
      • One device (identified by its IMEI number) is not counted more than one time for one campaign;
      • One IP address is not counted more than one time for one campaign.
      • Any CPI violates one of those limitations above shall be recorded invalid. Any CPI violates more than one of those limitations  shall be listed in violated group and Partner’s Account shall be examined or sanctioned by Eway.
    3. Typical forms of violation (including but not limited to):
      • Force user to install applications;
      • Counterfeit applications;
      • Self-install on your devices or ask for friends and relatives to install when they do not want to install and use that application;
      • Self-install on a virtual device.
  2. Recording a valid clicks/ CPC
    1. CPC is considered to be valid if it satisfies:
      • End-users click on advertisements with their mobile device voluntarily, positively, and consciously when the device is connected to a network;
      • Subjects, geographic areas, languages, devices ... are in accordance with the advertising criteria of Eway.
      • Within an hour after the click, Eway shall record and assess the validity of Click
    2. Limitation for a CPC:
      • A device (identified by its IMEI number) cannot be recorded more than 3 clicks a day for a campaign. Within 6 hours, a device can be recorded only one click for a campaign;
      • An IP address cannot record more than 3 clicks a day.
      • Any click violating these conditions shall be detected and Partner shall be examined or sanctioned by Eway
    3. Typical forms of violation (including but not limited to):
      • Force users to click;
      • Trick users to click;
      • Self-click on your devices;
      • Self-click on a virtual device.

Article 7: Classification of Traffic sources

  1. When distributing campaigns, Eway shall anounce the Traffic sources applied. There are two acceptable:
    1. Non-incentive Traffic:
      • Non-incentive Traffic means the traffic in which users communicate to advertisment positively and consciously.
      • Example: Banner placed on wap/web for game; descriptions published in forum; usage of Google Search, Facebook Ads; SKD Eway attached into apk file and distributed to users…
    2. Incentive Traffic:
      • Incentive Traffic means the Traffic in which users are encouraged to install game/ applications or click advertisment to receive gifts or benefits...
  2. Important note:

Eway does not accept Traffic from mobile/ computer store. If any Partners own mobile/ computer store with turn-over from 2,000 device/ a month, please contact to Eway to get the suitable campaign.

Article 8: Quality policies
CPI from Partner’s Traffic must satisfy the following criteria:
  1. Retetion Rate (RR): means the rate of re-opening application of users in the next days, with important targets of A1 - the rate of re-opening application of users in the folowing day – and A7 - the rate of re-opening application of users in the seventh day.
    • If amount of CPI is more than 10 CPI but A1 < 10%, Eway may suspect the Traffic quality and not calculate revenue and terminate cooperation.
    • If Partner distribute a game/application with total of more than 5 CPI but A1 = 10%, Eway shall not calculate revenue and terminate cooperation.
  2. NRU means rate of new users who sign up when installing games/ applications. Similar to RR, If amount of CPI is more than 10 CPI / a game or application without any new users, Eway shall not calculate revenue for those CPI.
    • For each campaign, Eway shall publish RR and NRU index and policies to calculate revenue for Partners.

Article 9. Prohibited advertisment

The deliberate act of violating policies noted by Eway or the unauthorized intervention of Eway’s system shall be put in deliberately destructive behavior towards Eway's business, including (but not limited to):

  1. Use virtual devices to click / install campaigns;
  2. Use real devices to click / install involuntarily for non-incentive campaigns;
  3. Impact on application which is integrated Eway's SDK to create unexpected result that end users do not want;
  4. Impact on website which are put Eway ads to create unexpected result that end users do not want;
  5. Attack Eway’s system;
  6. Impact on the system to cause false data.
Article 10. Fraud sanction policies
  1. Partner must understand, respect and follow the regulations given by Eway. During the collaboration time, Party A has the rights to:
    • Stop cooperating with any Publisher that AdFlex considers not beneficial to advertisers, AdFlex and other Publishers;
    • Not recognize revenue, penalize revenue and lock account of parties violating the policies of Party A.
  2. Any Accounts that have sign of violating shall be informed in advance. Depend on the seriousness, Party A shall flexibly apply following forms of sanction:
    • Stop cooperating with any Publisher that AdFlex considers not beneficial to advertisers, AdFlex and other Publishers;
    • Not recognize revenue, penalize revenue and lock account of parties violating the policies of Party A.


Article 11. Postback and payment
  1. Postback
    1. Postback is made by Eway and Partner on Eway’s statistics basis.
    2. Via registered Account, Partner directly watches the numbers recorded in all forms of advertising CPC, CPA, CPI, CPM.
    3. In the event there is a greater than 15% differential between the Eway’s server reports and Partner’s server reports,  Eway and Partner shall discuss to decide the final scores.
    4. Time for postback
      • Revenue from 1st to 15th day of the month: completing postback before 18th day of that month.
      • Revenue from from 16st to 31st day of the month: before 3rd day of the folowing month.
  2. Payment
    1. Eway in a representative of Advertisers, receive funds from Advertisers and pay to Partners, therefore, Partners understand that payment shall only be made after Advertiser confirm to pay with Eway. Eway is disclaimed any liabilities to Partners about revenue not paid by Advertisers.  
    2. Payment shall be made after the parties complete postback as described in this Article. In case of late postback, payment shall be postpone to the next period.
    3. Eway apply only the wire transfer payment to Partner’s nominated bank account based on the valid advertisment confirmed in the postback report.
    4. Payment period
      • Valid Revenue from 1st to 15th day of the month: payment made on 20th of that month.
      • Valid revenue from 16st to 31st day of the month: payment made on 5th of the following month.
      • To assure payment period, Eway suggest that Partner use the same bank account with Eway, Joint stock commercial Bank for Foreign Trade of Vietnam – Vietcombank. Eway disclaims any liabilities for delayed payment caused by different bank system.
    5. Minimum Valid revenue accepted for payment:
      • For Partner owning bank account in Vietnam: Eway only pays for Valid revenue from at least 100.000 VND. Others under 100.000 VND are accumulated and be paid on the next payment period.
      • For Partner not owning bank account in Vietnam: Eway only pays for Valid revenue from at least 20 USD. Others under 20 USD are accumulated and be paid on the next payment period.
    6. Partner shall be responsible for all taxes, levy duties, banking fees related to the revenue earned. In case of deducting revenue for personal income tax or witholding tax under the law of Vietnam, Eway shall provide Partners with valid documents.
    7. For payment, Partner must send EWAY these documents (if available):
      • Postback report;
      • Value-added tax bill corresponding to total payment by EWAY.
  3. Claim about payment

Any claims about payment must be sent to Eway within 30 days as from the date of payment. After 30 day, all claims will not be accepted.

Partner may contact to Eway by:

Article 12. Supporting fund for payment 

  1. Supporting fund for payment is fund contributed by Eway to support payment and ensure Partner’s benefits, used when Advertisers complete postback but (i) pay late, or (ii) not pay. 
  2. Conditions to be supported in payment. Partners as mentions in Sections 1 of this Article shall be consider to be supported if they are satisfy the following conditions:
    • Partner’s Account must be activated for at least 01 (one) month and not be banned or locked; or with acceptance of Eway;
    • Partner must once achieve Valid revenue of 550,000,000 VND per month;
    • Partner register to participate the Supporting fund program 
  3. Supporting level
    • Eway shall pay in advance at least 10% of Valid revenue that Partner will receive;
    • After receiving payment from Advertiser, Eway shall pay Partner the rest of Valid revenue;

Article 13. Confidentiality 

  1. Partner itself recognizes its ability to access Confidential information of Eway, so Partner shall have obligations to respect and use the information in appropriate manner;
  2. Partner agrees to keep Confidential information of Eway in secret and not to use them for its own benefits. Partner shall not use, disclose, publish, assign or provide Confidential information to any third parties in any forms except for the purposes of this Terms;
  3. This article is also applied to all individuals who have rights and obligations related to implementing cooperation, including managers, consultants, and personnel carrying out Campaign;
Article 14. Termination
This Terms shall terminate in following circumstances:
1. The Parties complete their obligations;
2. The Parties agree to terminate cooperation;
3. A Partner comes bankrupt, or is the subject of proceedings for liquidation or dissolution;
4. The conditions or consequences of Force Majeure which have a material adverse effect on the affected Party's ability to perform continue for a period in excess of three (03) months despite efforts to recover.
5. Eway shall have right to terminate the cooperation before the term:
  • If Partner violates the Terms and does not effort to cure within the time notified by Eway to Partner. In this case, Partner has to compensate all damages caused to Eway;
  • By a notice in writing to Partner at least 10 days before the day of intent termination;
Article 15. Governed laws
The Terms is regulated by Vietnamese Laws. 
Article 16. Dispute settlement
Any disputes arising from implementation of this Agreement shall firstly be resolved through negotiations between the Parties. If the resolution is not reached through negotiation, the dispute shall be settled by the competent Court in Vietnam.
Article 17. Amendment and supplementation
Eway, by its own discretion, has rights to amend, supplement the Terms to make suitable for business and conform to current laws.