Effective Date: 2022-01-28
1.1 Subject to the terms and conditions of this Agreement, Mavicsoft hereby grants to netfy
domain owners, free hosting content creators, Partners, advertisers worldwide right and license to use the
Mavicsoft Drifting Ads Service on all free netfy and all free hosting websites without prior inform to the
content creator of the relevant hosted website or netfy domain. All ads published on these free domain, free
hosting websites are strictly monitored by the Mavicsoft and according to the Mavicsoft domain policy
(https://support.mavicsoft.com/domain-hosting-policy.php) all the ads are complied with this domain policy and
hence no restricted materials or ads will be distributed via Mavicsoft Drifting Ad Service. Hence you are
agreeing to receive these drifting ads on your website if only you use free netfy domain or free hosting plan.
Furthermore, for free domain or free hosting websites, content creators will not be able to monetize their
contents under free sources. And this is an unified ad sharing program through netfy and other free resources.
2.GRANT OF LICENSE.
2.1 Subject to the terms and conditions of the Agreement, Mavicsoft hereby grants to
Partner, worldwide, non-sublicensable, non-transferable right and license to (i) use the Mavicsoft Ads Drifting
Solution for the provision of the Services via the Partner Approved Marketing Channel, ads publish on any FREE
hosted website on Mavic Cloud and (ii) use the Documentation internally for the sole purpose of providing the
Services and the Mavicsoft Ads Drifting Solution to End Users, as permitted and applicable under the Agreement.
2.2 All rights which are not expressly granted herein are reserved by Mavicsoft. Partner
may not make any use of the Mavicsoft Ads Drifting Solution in whole or in part in any manner not expressly
permitted by the Agreement.
2.3 Subject to the terms and conditions of the Agreement, Partner hereby grants to
Mavicsoft a royalty-free, non-assignable, non-transferable, non-sublicensable license during the Term to: use
display and access the Partner Materials through or in connection with the Mavicsoft Solution.
3.MAVICSOFT’S RIGHTS AND OBLIGATIONS.
3.1 Mavicsoft retains the exclusive right to determine and set, from time to time, the
advertisers and/or Monetization Source, or any functionality or features available in or presented through or in
connection with the Services and the Mavicsoft Solution, including, without limitation, any advertisements,
search results, sponsored results or the use of the Partner Materials and the Approved Marketing Materials in
connection with the Mavicsoft Solution.
3.2 During the Term, Mavicsoft may, in its sole discretion, update and/or upgrade the
Mavicsoft Ads Drifting Solution or discontinue any part thereof.
3.3 Partner agrees that Mavicsoft may (a) feature the Partner name and Partner Materials in
different marketing outlets and/or collateral, including, without limitation, newsletters, case studies, web
pages and email or ad campaigns; (b) identify Partner as a user of the Mavicsoft Ads Drifting Solution on
Mavicsoft websites, Mavic Cloud, Netfy domain users, client lists and in other marketing materials and channels
as well as, when required, to any and all providers of advertising; and/or (c) use the Partner Materials or the
Approved Marketing Materials to create an online demonstration version of the Partner Approved Marketing Channel
hosted by Mavicsoft for display and presentation purposes only to potential Partners, including, without
limitation, the Monetization Source.
3.4 Subject to the availability of data from third party providers, Mavicsoft shall provide
Partner with access to an online portal where Partner can view reports and analysis regarding the performance of
the drifting ads in a form determined from time to time by Mavicsoft (the “Reports” via mPanel, if only user
subscribed for the detail report plans). Notwithstanding the foregoing, Mavicsoft will not be liable for any
unavailability or inaccuracy, temporary or otherwise, of any data or information provided within the Reports.
3.5 At any given time, by any electronic media, Mavicsoft or the Monetization Source at
Mavicsoft’s expense, will be entitled to examine those records of Partner and the Partner’s use of the Mavicsoft
ads Solution that are reasonably necessary to determine Partner’s compliance with its obligations under the
Agreement. Partner undertakes to cooperate with Mavicsoft to the reasonable extent required by Mavicsoft in
order to perform the compliance examination set forth in this section and shall immediately correct any
noncompliance or follow any instructions provided by Mavicsoft following said examination. In case of a material
noncompliance, Mavicsoft shall be entitled to immediately terminate Partner’s right to use the ad solution in
accordance with this Agreement.
3.6 Upon any material change to the Standard Terms (excluding changes made to comply with
legal requirements), Partner will be entitled to immediately terminate the Agreement without any right for
compensation. All other changes to the Standard Terms and any amendments made to comply with legal requirements
will become effective immediately upon their posting on the applicable web page. Mavicsoft will also update the
“Last updated” on the applicable web page upon any such change.
4.PARTNER’S RIGHTS AND OBLIGATIONS.
4.1 Partner may seek to use the Mavicsoft Ads Drifting Solution through or in connection
with one or more of the Partner Approved Marketing Channel formly all free netfy domain names, as detailed in
the applicable IO, in accordance with the terms of the Agreement, and subject to such Partner Approved Marketing
Channel’s full compliance with the terms and conditions of the Agreement. Each such Partner Approved Marketing
Channel will be subject to Mavicsoft’s prior approval. Partner further undertakes to obtain Mavicsoft`s prior
approval before any material change is made to the design, architecture or functionality of the Partner Approved
Marketing Channel version that was approved by Mavicsoft. Breach of this Section 4.1 shall entitle Mavicsoft to
any recourse out lined in this Agreement.
4.2 Under no circumstances may the Partner offer, promote or provide access to any part of
the Mavicsoft ads Solution, either directly or indirectly, on websites, applications or online services or
through the use of any advertisement, content, or other materials that (i) contain any Prohibited Activity or
Fraudulent Activity, or (ii) are directed to children under 13. Partner further undertakes that it shall not,
nor shall it allow any other person or entity to engage in any Prohibited Activity or Fraudulent Activity or use
the Mavicsoft Ads Drifting Solution and any of its related features in connection with or in any manner that
constitutes Prohibited Activity or Fraudulent Activity.
4.3 Partner acknowledges that Mavicsoft shall have the right to disapprove previously
approved Partner Approved Marketing Channel in the event that any of those are determined by Mavicsoft, to
contain Fraudulent and/or Prohibited Activity. Upon receipt of notice of Mavicsoft’s rejection of a new or
previously approved Partner Approved Marketing Channel, Partner shall immediately cease using the Mavicsoft Ads
Drifting Solution with any or all of them referenced in the notice. In such case, Mavicsoft may terminate the
Agreement with immediate effect upon providing notice to Partner and Mavicsoft shall not have any liability to
4.4 Partner will not, and shall ensure that no other person or entity will, or attempt to,
interfere with or disrupt the Mavicsoft Ads Drifting Solution or attempt to gain access to any systems or
networks that connect thereto (except as required to access and use the Mavicsoft Ads Drifting Solution for
Partner’s own use as permitted herein). Furthermore, Partner will not, and will ensure that no other party or
entity will: (a) use, copy, create derivative works of or modify the Mavicsoft Ads Drifting Solution or any part
thereof; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Mavicsoft Ads Drifting Solution
to any other person or entity; or (c) use the Mavicsoft Ads Drifting Solution in any unlawful manner, for any
unlawful purpose, or in any manner inconsistent with the Agreement or with any applicable law. Partner agrees
not to disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Solution
or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so.
4.5 Partner will not modify, remove or interfere with any part of the Mavicsoft Solution,
including, without limitation, the advertisements or any element or functionality provided by the Monetization
Source(s). Without derogating from the foregoing, Partner agrees to display the Mavicsoft Solution, and all
elements, features and functionalities thereof in the format received from Mavicsoft, and Partner may not change
the design, format, order or content of the Mavicsoft Ads Drifting Solution or any part thereof, without
limitation, any Mavicsoft or third party advertisements, content or code, nor alter, modify or otherwise
interfere with the operation of any hyperlinks contained therein.
4.6 Without derogating from Mavicsoft’s right of termination under the Agreement, Partner
acknowledges and agrees that at any time during the Term, if Mavicsoft believes, in its sole judgment, that a
Prohibited Activity or Fraudulent Activity is taking place or Partner is otherwise in breach of the Agreement,
Mavicsoft shall have the right (without notice to Partner) to (i) remove and take any measures needed to prevent
or correct the (a) Prohibited Activity or Fraudulent Activity from being used in connection with the Mavicsoft
Solution, or (b) use of the Mavicsoft Ads Drifting Solution in breach of the Agreement; and/or (ii) suspend or
cease to provide the Partner with any of the Mavicsoft Solution.
4.7 In the event that Prohibited Activity or Fraudulent Activity pertaining to the
Mavicsoft Ads Drifting Solution or any other activity that could constitute a breach of the Agreement is
detected by Partner or comes to the Partner’s attention, Partner shall immediately remove such activity and
report to Mavicsoft its actions.
4.8 Partner will not use the Mavicsoft Solution, the Partner Approved Marketing Channel,
Marketing Materials or any related application, extension, feature or material to offer, display, distribute,
transmit, route, provide connections to or store any content or any other material that infringes or promotes
the violation of the Intellectual Property Rights, privacy or other rights of any person or entity.
4.9 Partner must comply with the Documentation, Mavicsoft Guidelines Any deviation from the
Documentation Mavicsoft’s Guidelines or instructions must be approved in advance in writing by Mavicsoft.
Partner acknowledges and agrees that Mavicsoft has the right to take any measures needed to prevent or correct
any integration which does not comply with the Documentation or Mavicsoft’s Guidelines.
Approved Marketing Channel website including all applicable privacy laws, rules and regulations and includes a
full, accurate, and clear disclosure and further Partner shall ensure that it as well as its and any third party
properties through which Partner serves the Partner Services hereunder, shall include the required disclosure
regarding the collection of information and use of tracking technologies in order to serve advertisements,
including any use of behavioral targeting and advertisement and the purposes of behavioral targeting. In
addition, Partner shall ensure that it deploys appropriate notices and functionality on the Partner Approved
Marketing Channel to obtain prior informed consent from users of the Partner Approved Marketing Channel to the
collection of personal information by Partner and Mavicsoft hereunder, and where required by applicable local
law placing and reading of third-party cookies and similar third party technologies. Without derogating from the
4.11 Partner will not, directly or indirectly, disclose any data collected in connection
with the “service” to any third party or use such data for the benefit of any other party, including using such
data for research and development, modeling, or providing services to any other party. Partner further agrees
not to use any such data, directly or indirectly, for (i) device or cross-device identification, (ii) targeting,
including retargeting segmenting, creating or supplementing user profiles or inventory profiles, creating,
supplementing or amending interest categories, or syndication or other distribution to third parties, or (iii)
sequencing. Partner will not, directly or indirectly, reverse engineer any such data that is masked, hashed,
aggregated, or otherwise protected, including, without limitation, ad tags or scripts. Notwithstanding for
foregoing, any data related to the use of the Partner Approved Marketing Chanel (excluding use of the Mavicsoft
Solution) shall be solely owned by Partner and Partner shall be entitled to use such data as it deems fit.