Common use of Remuneration and Payment Clause in Contracts

Remuneration and Payment. 4.1. The Partner shall be supplied with the data sets for comparison with the Partner’s own database. The Partner shall pay RC for data sets that represent net additions (“Net Data Set”) in comparison with the Partner’s own database. Net addition means that the data set provided by RC was not previously included in the Partner’s own database or End Client database or in the event no advertising consent (Opt-in) has been given by such person in an existing database. The Partner undertakes and agrees to report to RC the Net Data Sets so received on a monthly basis and to delete and refrain from using any other, not-accepted data sets. In the event the Agreement provides for the data sets to be passed on by the Partner to an End Client, the Partner undertakes and agrees to ensure such Third-Party is contractually bound to RC to adopt the same procedure. In the event the data sets are to be passed by the Partner to an End Client, the Partner undertakes and agrees to assume all responsibility regarding the direct payment for the Services provided to the Partner. 4.2. In case of Delivery by CSV-file, the Partner shall report to RC all Net Data Sets within 10 days after the end of the month of Delivery for the purpose of the financial records of RC. RC will have the right to invoice the Partner for all the (gross amount of) delivered data sets in the event the Partner does not meet said deadline. 4.3. In case of Delivery via API/web service, all the ‘OK’ responses (accepted data sets) will be invoiced by RC to the Partner. For the avoidance of doubt, this means that as soon as a data set has been accepted by the Partner´s server (OK response or similar response that implies data acceptation), a payment obligation is born. 4.4. In case a Minimum Acceptance Rate is agreed upon, Partner is bound to accept a minimum percentage of gross delivered leads by RC, being that percentage agreed upon by the Parties stated the Agreement or applicable Insertion Order. 4.5. In case a re-optin has been ordered by the Partner, and by way of derogation of point 4.1 to 4.3, Partner is bound to accept all the leads delivered by RC which have the condition of re-optin Leads. 4.6. The Partner is responsible for insuring that the API connection with its own server is properly executed. RC cannot be held responsible and will not bear the cost of errors in the connection or the operation of the API connection with the Partner´s servers. The Partner shall insure that the connection is done with the appropriate database (including the database of the End Client). In case of error by the Partner, the Partner will not be awarded any deduction, discount or set-off. 4.7. For any Agreement where the Partner is procuring the data sets on behalf of an End Client, the Partner remains liable for the due payment of all financial obligations under the Agreement towards RC. The Partner shall remain liable towards RC for any damages suffered in the event a Partner’s End Client is in default with any payment obligation. In the event the Partner fails to timely fulfil its payment obligations to RC, the Partner shall upon first request by RC assign to RC any claims the Partner may have or acquire on such End Client. 4.8. RC reserves the right to deliver, at any time, the data sets via CSV-file to the Partner. 4.9. RC will charge the data sets according the rates agreed upon in the Agreement of applicable Insertion Order. 4.10. RC shall not be liable and shall not be obliged to compensate the Partner for any withdrawals of consent (unsubscribes) performed by the data subjects on the delivered data.

Remuneration and Payment. 4.1. The Partner shall be supplied with the data sets for comparison with the Partner’s own database. The Partner shall pay RC LL for data sets that represent net additions (“Net Data Set”) in comparison with the Partner’s own database. Net addition means that the data set provided by RC LL was not previously included in the Partner’s own database or End Client database or in the event no advertising consent (Opt-in) has been given by such person in an existing database. The Partner undertakes and agrees to report to RC LL the Net Data Sets so received on a monthly basis and to delete and refrain from using any other, not-not- accepted data sets. In the event the Agreement provides for the data sets to be passed on by the Partner to an a third-party End Client, the Partner undertakes and agrees to ensure such Third-Party third party is contractually bound to RC LL to adopt the same procedure. In the event the data sets are to be passed by the Partner to an a third-party End Client, the Partner undertakes and agrees to assume all responsibility regarding the direct payment for the Services provided to the Partner. 4.2. In case of Delivery by CSV-file, the Partner shall report to RC LL all Net Data Sets within 10 days after the end of the month of Delivery for the purpose of the financial records of RCLL. RC LL will have the right to invoice the Partner for all the (gross amount of) delivered data sets in the event the Partner does not meet said deadline. 4.3. In case of Delivery via API/web service, all the ‘OK’ responses (accepted data sets) will be invoiced by RC LL to the Partner. For the avoidance of doubt, this means that as soon as a data set has been accepted by the Partner´s server (OK response or similar response that implies data acceptation), a payment obligation is born. 4.4. In case a Minimum Acceptance Rate is agreed upon, Partner is bound to accept a minimum percentage of gross delivered leads by RCLL, being that percentage agreed upon by the Parties stated the Agreement or applicable Insertion Order. 4.5. In case a re-optin has been ordered by the Partner, and by way of derogation of point point 4.1 to 4.3, Partner is bound to accept all the leads delivered by RC LL which have the condition of re-re- optin Leads. 4.6. The Partner is responsible for insuring that the API connection with its own server is properly executed. RC LL cannot be held responsible and will not bear the cost of errors in the connection or the operation of the API connection with the Partner´s servers. The Partner shall insure that the connection is done with the appropriate database (including the database of the End Client). In case of error by the Partner, the Partner will not be awarded any deduction, discount or set-off. 4.7. For any Agreement where the Partner is procuring the data sets on behalf of an End Client, the Partner remains liable for the due payment of all financial obligations under the Agreement towards RCLL. The Partner shall remain liable towards RC LL for any damages suffered in the event a Partner’s End Client is in default with any payment obligation. In the event the Partner fails to timely fulfil its payment obligations to RCLL, the Partner shall upon first request by RC LL assign to RC LL any claims the Partner may have or acquire on such End Client. 4.8. RC LL reserves the right to deliver, at any time, the data sets via CSV-file to the Partner. 4.9. RC LL will charge the data sets according the rates agreed upon in the Agreement of applicable Insertion Order. 4.10. RC LL shall not be liable and shall not be obliged to compensate the Partner for any withdrawals of consent (unsubscribes) performed by the data subjects on the delivered data.

Remuneration and Payment. 4.1. The Partner shall be supplied with the data sets for comparison with the Partner’s own database. The Partner shall pay RC for data sets Data Sets that represent net additions (“Net Data Set”) in comparison with the Partner’s own database. Net addition means that the data set provided by RC was not previously included in the Partner’s own database or End Client database or in the event no advertising consent (Optopt-in) has been given by such person in an existing database. The Partner undertakes and agrees to report to RC the Net Data Sets so received on a monthly basis and to delete and refrain from using any other, not-accepted data sets. In the event the Agreement provides for the data sets to be passed on by the Partner to an End Client, the Partner undertakes and agrees to ensure such Third-Third Party is contractually bound to RC to adopt the same procedure. In the event the data sets are to be passed by the Partner to an End Client, the Partner undertakes and agrees to assume all responsibility regarding the direct payment for the Services provided to the Partner. 4.2. In case of Delivery by CSV-file, the Partner shall report to RC all Net Data Sets within 10 days after the end of the month of Delivery for the purpose of the financial records of RC. RC will have the right to invoice the Partner for all the (gross amount of) delivered data sets in the event the Partner does not meet said deadline. 4.3. In case of Delivery via API/web service, all the ‘OK’ responses (accepted data sets) will be invoiced by RC to the Partner. For the avoidance of doubt, this means that as soon as a data set has been accepted by the Partner´s server (OK response or similar response that implies data acceptation), a payment obligation is born. 4.4. In case a Minimum Acceptance Rate is agreed upon, Partner is bound to accept a minimum percentage of gross delivered leads Data Sets by RC, being that percentage agreed upon by the Parties stated the Agreement or applicable Insertion Order. 4.5. In case a re-optin has been ordered by the Partner, and by way of derogation of point 4.1 to 4.3, Partner is bound to accept all the leads Data Sets delivered by RC which have the condition of re-optin Leadsopt-in Data Sets. 4.6. The Partner is responsible for insuring that the API connection with its own server is properly executed. RC cannot be held responsible and will not bear the cost of errors in the connection or the operation of the API connection with the Partner´s servers. The Partner shall insure that the connection is done with the appropriate database (including the database of the End Client). In case of error by the Partner, the Partner will not be awarded any deduction, discount or set-off. 4.7. For any Agreement where the Partner is procuring the data sets Data Sets on behalf of an End Client, the Partner remains liable for the due payment of all financial obligations under the Agreement towards RC. The Partner shall remain liable towards RC for any damages suffered in the event a Partner’s End Client is in default with any payment obligation. In the event the Partner fails to timely fulfil its payment obligations to RC, the Partner shall upon first request by RC assign to RC any claims the Partner may have or acquire on such End Client. 4.8. RC reserves the right to deliver, at any time, the data sets Data Sets via CSV-file to the Partner. 4.9. RC will charge the data sets Data Sets according the rates agreed upon in the Agreement of applicable Insertion Order. 4.10. RC shall not be liable and shall not be obliged to compensate the Partner for any withdrawals of consent (unsubscribes) performed by the data subjects Data Subjects on the delivered data.