Saily General Terms and Conditions for Marketing Activities

Last updated: 2026-04-20

These Saily General Terms and Conditions for Marketing Activities (“General Terms”) shall apply to any marketing activity (“Marketing Activity”) implemented by service providers, including, but not limited to, Affiliates, Mobile Affiliates and Influencers (“Service Providers”, “you”, “your”), for Saily. 

For the purpose of the General Terms, "Saily", "we", "us", or "our" shall mean the contracting entity determined in accordance with the following hierarchy:

(a) The contracting entity shall be identified primarily by reference to the tax country of the Service Provider at the time of entering into this Agreement, as follows:

1. Where the Service Provider is tax-resident in a European Economic Area (EEA) member state: Saily UAB, company code 307208658, principal business address Švitrigailos str. 36, 03230 Vilnius, Lithuania;

2. Where the Service Provider is tax-resident in Australia: CyberQuay Pty Ltd, company code 689 412 119, principal business address Level 41, 161 Castlereagh str., Sydney, NSW, 2000, Australia;

3. In all other cases: Saily Inc., a corporation organized under the laws of the State of Delaware, United States of America, under registration number 4419800, principal business address 330 N Wabash Ave, Chicago, IL 60611, United States of America.

(b) Notwithstanding paragraph (a), where Saily, at its sole discretion, determines that the predominant territory of the Service Provider's Marketing Activities requires a different contracting entity for regulatory or operational reasons, Saily may designate an alternative entity from the list above by written notice to the Service Provider prior to or upon execution of this Agreement.

(c) The contracting entity determined under this section shall remain unchanged for the duration of this Agreement, regardless of any subsequent change in the Service Provider's tax residency or marketing activity territory, unless the Parties agree otherwise in writing.

These General Terms exclude and supersede any previous agreements, understandings, other terms and conditions or other similar documentation discussed or exchanged between the parties regarding the subject matter contained herein.

Saily reserves the right to modify these General Terms at any time in Saily’s sole discretion. Such modifications shall take effect upon posting to the Saily’s website. Saily, in its sole discretion, reserves the right to notify the Service Providers by e-mail and further reserves the right to withhold notification of any changes made to the General Terms.

Particular terms of the engagement may be specified in a separate Insertion Order or Program Form (“IO”). These General Terms, and the IO are together referred to as the “Agreement”.

In the event of any conflict or inconsistency between these General Terms and the IO, IO shall prevail to the extent of such conflict or inconsistency with respect to the subject matter covered herein.

Entering into this Agreement does not, under any circumstances, grant the Service Provider the right to resell, sublicense, or distribute Saily Services, as defined in the Saily Terms of Service. Should the Service Provider wish to distribute or resell Saily Services, Saily reserves the right, at its sole discretion, to enter into a separate agreement with the Service Provider governing the scope, terms, and limitations of such arrangement. Any distribution or resale of Saily Services without a prior written agreement constituting explicit authorization from Saily shall constitute a material breach of this Agreement.

1. SUBJECT-MATTER

1.1. Subject to the terms set out in the Agreement, the Service Provider undertakes to implement the Marketing Activity by providing services (“Services”) and/or content (“Content”), and Saily undertakes to pay for the properly provided Services and/or Content.

1.2. Specific Services and/or Content, their scope, requirements, obligations of the parties and other terms and conditions shall be defined in the IO.

2. PROVISION OF SERVICES AND CONTENT

2.1. Parties agree that Content is subject to written approval by Saily before Content is made available. Saily shall issue written approval within a period of time established in particular IO or issue request to amend respective Content or part thereof.

2.2. Service Provider shall use its best efforts to promptly remove or remedy the disapproved Content. The maximum round of revisions shall be established in the IO.

2.3. In case of a failure to submit Content for prior written approval leads to upload of Content without Saily written approval, the Service Provider, upon Saily’s request, shall provide separate Content free of charge. Saily may request provision of Content in cases of details provided in the Content is incorrect. If Content which is uploaded without Saily’s approval may do any harm to Saily, it should be removed immediately after Saily’s notice.

2.4. After the Content is made available it, including the tracking link, shall remain available to the public on the designated platform and/or channel as long as it is active, but not less than the minimum period established in the IO.

2.5. If the content underperforms views-wise or revenue-wise, Saily has the right to ask for a makegood, which should be agreed in written terms. That includes bonus shoutouts or repetitive integrations which will be done as a compensation and will not be charged additionally.

3. PAYMENT FOR SERVICES

3.1. Saily shall pay an agreed fee ("Fee") for the Services and/or Content provided by the Service Provider.

3.2. Saily applies different payment models for the Services and/or Content provided, including, but not limited to:

3.2.1. Fixed Fee – a fixed Fee for the provided Services and/or Content;

3.2.2. CPA (cost per action) – a Fee per acquisition of a client. The formula according to which Saily pays for Service Provider is: (total sales - refunds during 30 days period);

3.2.3. CPC – a Fee per click;

3.2.4. CPM – a Fee per thousand impression;

3.2.5. Revenue share payment model – agreed percentage of the revenue generated by the Service Provider while providing Services and/or Content;

3.2.6. Saily Credit-based commission – an internal accounting unit (“Saily Credit”) used solely for the purpose of calculating the commission amount payable to the Service Provider. Saily Credits carry no independent monetary value, are non-transferable, and do not constitute a stored value instrument, e-money, or any financial product. The final commission payable shall be calculated by Saily Credits accrued through successful referrals, in accordance with the payout terms specified in the applicable IO.

3.3. Particular payment model and payment terms shall be indicated in the respective IO.

3.4. Payments are based on invoices issued by the Service Provider. Service Provider shall issue invoices after the Services and/or Content is provided, unless agreed otherwise. Invoice payment terms shall be indicated in particular the IO.

3.5. In case the Parties agree on payment model which is based on the traffic/sales generated by Service Provider, Saily shall not be obligated to pay for unapproved traffic, i.e.:

3.5.1. Fraudulent, Incomplete, Unqualified, Duplicate;

3.5.2. Device fraud – Fake devices, Duplicate users, APK installs, Incorrect region, Incorrect telco;

3.5.3. Distribution Fraud – OS, ISP, Device, IP;

3.5.4. Incentive Fraud;

3.5.5. Compliance Fraud - Context fraud, Undisclosed traffic incentivization;

3.5.6. Mis-targeted ads, Geo-masking, Undisclosed re-marketing, Fraudulent arbitrage, Deceptive ads, Domain spoofing;

3.5.7. Incentivised, Adult, Brand harming.

In case payment model which is based on the traffic/sales generated by Service Provider is agreed between the Parties, calculation of said traffic/sales shall be made using software tools chosen by Saily, unless agreed otherwise in writing.

3.6. Parties have a right to agree on a payment model not indicated in this chapter. In case of application of certain payment models, the maximum cap of payments according to a certain payment model might be established.

3.7. Taxes. Each Party shall be solely and separately responsible for any applicable taxes, duties, or other governmental charges arising from payments made under this Agreement, including but not limited to income tax, VAT/GST, or withholding tax applicable in their respective jurisdiction.

3.8. Nature of Payments. All payments made by Saily under this Agreement constitute commercial remuneration for marketing and promotional services provided by the Service Provider. Nothing in this Agreement shall be construed as Saily acting as a payment service provider, payment institution, e-money institution, money transmitter, or financial intermediary. Saily does not collect, process, hold, or transmit funds on behalf of third parties in connection with this Agreement.

4. INTELLECTUAL PROPERTY

4.1. Saily grants the Service Provider a limited, revocable, non-exclusive, non-transferrable, worldwide license only to Saily’s intellectual property that is provided by Saily to the Service Provider for the performance of the Services and/or Content and for the validity of the respective IO. If the Service Provider is not an influencer (e.g. an agency, another entity or natural person), the license granted to the Service Provider by Saily hereunder is sub-licensable only to the extent needed to perform obligations under the Agreement. For the sake of clarity, as an example, it may be sub-licensed to the influencer only to the extent needed to create and communicate to the public the Content under the respective IO.

4.2. Saily retains and does not transfer to the Service Provider any right, title, interest and ownership, express or implied, in and to any Saily intellectual property, including, without limitation, trademarks, logos, design marks, graphics, tradenames, legal entity names, texts, photographs, artwork, software, active URLs, banners, creative, copy or other material used or owned by, or licensed to, Saily in any way (“Saily intellectual property”). The Service Provider shall use Saily intellectual property only to the extent the express license is granted to the Service Provider by Saily in these General Terms and /or the IO.

4.3. The Service Provider is also bound by Saily Trademark Guidelines.

4.4. The Service Provider represents and warrants that:

4.4.1. any and all Services and/or Content provided under the Agreement do not violate intellectual property rights of any third party;

4.4.2. any and all intellectual property transferred or licensed to Saily under the Agreement is owned by the Service Provider or licensed to the Service Provider and that the Service Provider has the power and authority to transfer or grant to Saily the license for that intellectual property;

4.4.3. in the countries where moral rights apply, the creator of intellectual property transferred or licenced to Saily under the Agreement irrevocably consents not to use its moral rights to such intellectual property, to the extent allowed by law, so that Saily would exclusively hold economic rights to it.

4.5. The Service Provider grants to Saily a perpetual, irrevocable, non-exclusive, sub-licensable, royalty-free, worldwide license to use the Content (and/or other results of the Services) created under the Agreement, without compensation, without any obligation to report on such use, and without any other restriction. The Saily’s rights granted in the previous sentence include, without limitation, the following rights: 

4.5.1. reproduction of the Content (and/or other results of the Services);

4.5.2. broadcasting, making available to the public over computer networks, publication of the Content (and/or other results of the Services), including (re)sharing of such objects; 

4.5.3. adaptation or other modification of the Content (and/or other results of the Services), including creation of derivative works based on such objects.

5. GENERAL WARRANTIES AND REPRESENTATIONS OF THE SERVICE PROVIDER

5.1. The Service Provider represents and warrants that:

5.1.1. the Service Provider has power and authority, as well as any and all necessary consents, permits, licenses, and clearances to provide Services and/or Content subject to the Agreement and applicable law;

5.1.2. any and all Services and/or Content provided under the Agreement do not and will not violate the requirements of applicable law;

5.1.3. the Service Provider itself, the Services and/or Content, Service Provider’s other activities, public appearance, and its reputation comply with established business practice, professional standards, industry codes, the standards of democracy, self-expression, public conventions, morality and ethics, and that its participation in any and all Marketing Activities will not damage the good name, reputation, brand, image, likeness, expression in the public domain of Saily, its representatives, affiliates, officers, directors, employees, agents, clients, service providers and all other related third parties;

5.1.4. it entered into this Agreement in good faith, on its own free will, in the absence of any fraud, intimidation and/or violence.

6. EXCLUSIVITY

6.1. The Service Provider hereby covenants and agrees that, during the term indicated in the IO, it shall not, directly or indirectly, provide services and/or content of identical or similar nature to the Services and/or Content provided under the IO in favor of a competing business of Saily. The term “competing business” shall mean and include any legal or natural person that, during the validity of the exclusivity obligation, provides identical or similar services to those offered by Saily.

6.2. The remuneration under the IO is deemed by the parties to include any and all payments required for the exclusivity obligation in this chapter.

6.3. If the Service Provider is not an influencer (e.g., an agency, another entity, or natural person), the Service Provider represents and warrants that such exclusivity obligation under this chapter shall be binding to the influencer under a separate agreement between the Service Provider and the influencer.

6.4. Seeking continuous cooperation between the parties, throughout the IO's duration and for six months after its conclusion, the Service Provider warrants to inform Saily if contacted by any of the competing businesses specified below:

• abesteSIM, AdventureSIMs, Airalo, airdatalink, Airhub, alodata, aloSIM, AlpineSIM, Always Mobile, Amigo eSIM, Awinst Connect, BambooSIM, BetterRoaming, Billion Connect, BNESIM, Breeze, Butacell, ByteSIM, ChillaxSIM, ConnectedYou, Driffle eSIM, Drimsim, Earth Esim, easySim, EscapeSIM, eSIM Cards, eSIM Prime, eSIM-On Shop, ESIM.DOG, eSIM.sm, eSIM2Fly, eSIM4Travel, ESIM888, eSIMania, Esimatic, eSIMatrix, eSIMCard, eSimFlare, eSimfly, ESIMFUN, Esimify, eSIMNEXA, eSIMo, eSIModo, eSIMPal, eSIMplus, eSIMX, eSimy, esimzon, Eskimo eSIM, EtravelSIM, EZsim, Ezy eSIM, FairPlay, Firsty, Flysimo, Gaza Online, Giga.Tel, GIGAGO, GigSky, GLOBAL YO, GlobaleSIM, Globie, GoMoWorld, Holafly, Instabridge, iRoamly, Jetpac, Jett-On, Keep On Roaming, Keepgo, Kolet, LATAM Travellers, LinkeSIM, LNVPN, Lotso Travel, Manet Travel, Maya Mobile, MicroEsim, MobileSIM, MobiMatter, mobineX, Monty eSIM, MoodSIM, MoreMins eSIM, MTX Connect, nextSIM, Nimbus, Nomad, NXTL Mobile, Ohayu, Orange Travel, Orbit Mobile, Ovosim, Ozly eSIM, PhoneBox, PikaSim, Qrispy eSIM, RedteaGO, Roafly, Roamic, Roamify, Roamingo, Roamix, Roamless, Saily, Sim Local, Simbye, Simify, SimOptions, Simovo, SIMPULSE, SimSwift, SIMzip, Soovia eSIM, Soracom Mobile, Spark Roam, Stellar eSim, Stork Mobile, Strong eSIM, Supera link, Textr eSIM, thirr.com, TooSim, Tourist eSIM, TraveleSIM.CH, TravelGator eSIM, TravelKon, Travelsim Asia, trifa, TropiTrade, Truely, Truphone, Ubigi, UPeSIM, USA eSIM, ViaConecta, Virgin Connect Roam, voilà, Voyasim, Voye Global, Wifimap, Wiiline, WonderConnect, WoWo Sim, Yaalo, Yatelo, YeeSiM, Yesim, Yoho Mobile, ZenSim

granting Saily a right of first refusal on equal terms. The Service Provider warrants to prioritize cooperation with Saily over competing businesses, including but not limited to brands specified above, even after the exclusivity obligation ends. Consequently, if Saily chooses to propose an equivalent collaboration, the Service Provider must accept Saily's proposal.

7. CONFIDENTIALITY

7.1. “Confidential Information” means this Agreement and any information or materials in whatever form which is disclosed by Saily to the Service Provider and which would be regarded as confidential by a reasonable person including all business, technical, statistical, financial, prices, sales, marketing and personnel information, customer or supplier details, know-how, designs, trade secrets, creative information or materials or software of Saily, the terms of this Agreement, mutual cooperation conditions or any information that is identified as “Confidential”. Information that was disclosed to the Service Provider by any of other Saily’s partners or on behalf of any of them in relation to this Agreement is also considered Confidential information.

7.2. Information which:

7.2.1. was publicly available at the moment of disclosure or has become publicly available after such disclosure without the breach of this Agreement; 

7.2.2. was already lawfully in the possession of the Service Provider from other source which was not bound by confidentiality obligations; 

7.2.3. must be disclosed in accordance with applicable legal requirements 

shall not be considered Confidential Information.

7.3. The Service Provider undertakes to keep the Confidential Information strictly confidential and secret, and not to, directly or indirectly, utilize, use and/or disclose any part thereof to any third party other than to the extent such disclosure is necessary for the proper performance of its obligations related to this Agreement. The Service Provider shall not use any Confidential Information obtained from Saily to develop, enhance or operate a service that competes with the Services and/or Content, or assist any third party to do the same.

7.4. Permitted disclosure. Confidential Information may be disclosed by the Service Provider in cases where such disclosure:

7.4.1. is required by law or pursuant to any order of court or other competent authority or tribunal; or

7.4.2. has been confirmed by Saily in writing in advance; or

7.4.3. is made to its auditors or professional advisers (who are bound to such party by a duty of confidentiality which applies to any information disclosed) or to finance institutions.

7.5. If the Service Provider is required, in circumstances specified in section 7.4.1. above, to disclose any Saily’s Confidential Information, it shall, except as prohibited by law, provide Saily with prompt written notice of any such requirement so that Saily may seek a protective order or other remedy. If, in the absence of a protective order or other remedy or the receipt by the Service Provider of a waiver from Saily, the Service Provider may, without liability hereunder, disclose only that portion of the Confidential Information which is legally required to be disclosed.

8. PROHIBITION OF FRAUD

8.1. The Service Provider is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates, or falsify and/or hide information in connection with referrals or the generation of traffic/sales. Such acts include, but are in no way limited to, using automated means to increase the number of clicks or completion of any required information, hiding traffic or making it otherwise unavailable to Saily, using spyware, using steal ware, cookie-stuffing and other deceptive acts, click-fraud, etc. Such acts shall constitute a material breach of this Agreement. Determinations about fraudulent activity shall be made in Saily’s sole discretion.

8.2. If Saily believes the Service Provider uses or is being used to conduct fraudulent activities and/or fraudulent transactions or is in any way associated with fraudulent activity, Saily may reject any payments of Fees in full or in part, terminate this Agreement, and/or require to reimburse any Fees paid.

9. LIABILITY

9.1. The parties undertake to abstain from any actions detrimental to the other party.

9.2. In the event of a breach of the provisions of this Agreement, the Service Provider shall compensate any and all damages incurred by Saily as a result of such breach.

9.3. Neither Saily nor any of its parents, subsidiaries or affiliates, nor any of their principals, directors, officers, partners, agents, employees, or assignees, shall be liable for any indirect, punitive, incidental, special, consequential damages, or any loss of revenue, profit, or data, or any other damages arising out of or in any way related to the Agreement and(/ the Marketing Activity, and/or based on contract, tort, strict liability or otherwise, even if Saily has been advised of the possibility of such damages.

10. INDEMNIFICATION

10.1. The Service Provider will defend, indemnify, and hold harmless Saily and each of its parents, subsidiaries, affiliates, their principals, directors, officers, partners, agents, employees, and assignees (and keep them indemnified and held harmless) from and against any and all damages, claims, suits, actions, judgments, settlements, contributions, fines, penalties, costs and expenses whatsoever, including, but not limited to, reasonable legal fees and costs, resulting from or based on:

10.1.1. any actual or alleged breach of the Saily Confidential Information or the Saily’s intellectual property rights;

10.1.2. the Service Provider‘s representations and warranties under the Agreement;

10.1.3. the Service Provider‘s provision of Services and/or Content in breach of terms as set out in this Agreement;

10.1.4. any actual or alleged claim by a third party regarding the infringement of any intellectual property rights or Confidential Information in Services and/or Content; or

10.1.5. any breach by the Service Provider of the terms of this Agreement or any applicable law.

11. DISCLAIMERS

11.1 Marketing Activities’ programmes and Saily services provided in connection therewith are provided to the Service Provider “as is”. Except as expressly set forth herein, Saily expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, and fitness for a particular purpose, and any warranties arising out of course of dealing, usage, or trade.

12. DATA PROTECTION

12.1. Definitions. In this Section 12: (a) "Personal Data" means any information relating to an identified or identifiable natural person, or information otherwise defined as "personal data", "personal information", or an equivalent term under any Data Protection Laws; (b) "Data Protection Laws" means all laws, regulations, and binding guidance relating to privacy, data protection, direct marketing, or the processing of Personal Data that apply to either party in connection with this Agreement, including (without limitation and as applicable) the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK GDPR and Data Protection Act 2018, the Lithuanian Law on Legal Protection of Personal Data (ADTAĮ), the ePrivacy Directive 2002/58/EC, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and other US state privacy laws (including those of Virginia, Colorado, Connecticut, Utah, and Texas), the Brazilian Lei Geral de Proteção de Dados, the Canadian PIPEDA, and all other equivalent laws worldwide; and (c) terms such as "controller", "processor", "business", "service provider", "sale", "sharing", "processing", "data subject", "consumer", and "personal data breach" shall be construed in accordance with the applicable Data Protection Laws.

12.2. Compliance with Data Protection Laws. Each party shall comply with all Data Protection Laws applicable to its processing of Personal Data in connection with this Agreement. Without limiting the foregoing, each party shall: (a) maintain a valid legal ground or equivalent basis for its processing; (b) provide appropriate transparency and notices to data subjects; (c) respond to requests from data subjects or consumers to exercise their rights under applicable law; (d) maintain records of its processing activities where required; and (e) implement and maintain appropriate technical and organisational measures as set out in clause 12.6.

12.3. Roles of the parties. Unless the parties expressly agree otherwise in writing, each party acts as an independent controller with respect to the Personal Data it processes in connection with this Agreement, and neither party processes Personal Data on behalf of the other. Neither party shall "sell" or "share" the other party's Personal Data within the meaning of any applicable US state privacy law, or otherwise disclose Personal Data received from the other party for cross-context behavioural advertising or for monetary or other valuable consideration, except as expressly permitted under this Agreement or a separate written arrangement between the parties.

12.4. Processor / service-provider relationship. If, in performing the Services, a party processes Personal Data on behalf of and subject to the documented instructions of the other party, the parties shall, prior to the commencement of such processing, enter into a written data processing agreement containing the terms required by applicable Data Protection Laws (including, as applicable, Article 28 GDPR and the service-provider provisions of US state privacy laws), which shall prevail over this Section 12 to the extent of any conflict in respect of such processing.

12.5. Joint controllership / shared processing. Where the parties jointly determine the purposes and means of processing (for example, in connection with co-branded campaigns, shared tracking technologies, joint analytics, or joint lead-generation), the parties shall enter into a written arrangement allocating their respective responsibilities as required by applicable Data Protection Laws.

12.6. Security. Each party shall implement and maintain appropriate technical and organisational security measures designed to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, alteration, disclosure, or access. Such measures shall be appropriate to the nature of the Personal Data and the risks presented by the processing, shall be consistent with recognised industry standards (such as ISO/IEC 27001 or SOC 2 Type II), and shall include, at a minimum, access controls, encryption of Personal Data in transit and, where appropriate, at rest, regular testing of the effectiveness of such measures, and confidentiality obligations binding on personnel.

12.7. Personal data breaches. Each party shall notify the other without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any personal data breach (or equivalent security incident under applicable Data Protection Laws) affecting Personal Data shared under, or processed in connection with, this Agreement. The notifying party shall provide sufficient information to enable the other party to comply with its own notification obligations to regulators and affected individuals, and the parties shall cooperate in good faith to investigate, mitigate, and remediate the incident.

12.8. Data subject and regulatory cooperation. The parties shall provide each other with reasonable and timely cooperation in relation to: (a) requests from data subjects or consumers exercising rights under applicable Data Protection Laws; (b) enquiries, investigations, or enforcement actions by supervisory or regulatory authorities; and (c) the preparation of any data protection impact assessments or equivalent assessments, in each case to the extent they relate to Personal Data processed in connection with this Agreement.

12.9. Cross-border transfers. Where the performance of this Agreement involves a transfer of Personal Data across borders in a manner that requires a specific safeguard, mechanism, or assessment under applicable Data Protection Laws (including, as applicable, the European Commission's Standard Contractual Clauses, the UK International Data Transfer Addendum, or equivalent mechanisms), the transferring party shall put such mechanism in place prior to the transfer, and the parties shall cooperate to complete any transfer impact assessment or equivalent documentation required by law.

12.10. Personnel data. Each party shall be responsible for informing its own employees, contractors, and other representatives whose Personal Data is disclosed to the other party in connection with this Agreement, and for ensuring an appropriate legal ground and transparency notice under applicable Data Protection Laws.

12.11. Return or deletion. Upon termination or expiry of this Agreement, each party shall, at the other party's reasonable request, return or securely delete Personal Data received from the other party, save to the extent retention is required by applicable law or is reasonably necessary for the establishment, exercise, or defence of legal claims.

12.12. Natural-person Service Provider. Where the Service Provider is a natural person, Saily processes the Service Provider's Personal Data contained in or collected in connection with this Agreement for the purposes of (a) negotiating, entering into, and performing this Agreement; (b) complying with Saily's legal, tax, accounting, and regulatory obligations; and (c) Saily's legitimate interests in managing its contractual relationships, preventing fraud, and establishing, exercising, or defending legal claims. The Service Provider may contact Saily at [email protected] with any questions regarding the processing of the Service Provider's Personal Data.

13. ASSIGNMENTS

13.1. The Service Provider may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, transfer or delegate such rights or obligations without the Saily’s prior written approval will be null and void.

13.2. Notwithstanding Clause 13.1, the Service Provider may use third parties to perform the Agreement. However, even in this case, the Service Provider shall be liable to Saily for the proper performance of the Agreement as if it was performed by itself.

13.3. Saily may resell, assign, transfer, or delegate any of its rights or obligations hereunder without Service Provider’s prior written consent. All terms and conditions in these General Terms, and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.

14. TERMINATION

14.1. Without Cause. Saily may, without limitation and free from any and all liability, terminate the IO, or any portion thereof, with a 3 (three) days’ prior written notice to the Service Provider. Parties agree that in case IO is terminated based on this clause, Service Provider shall be entitled to payment for Services provided until termination on pro rata basis, unless agreed otherwise in the IO. 

14.2. For Cause. Saily may, without limitation and free from any and all liability, terminate the IO, or any portion thereof, immediately at any time if the Service Provider is in a material breach of its obligations established in the IO and hereunder. Saily may, in its sole discretion, grant to the Service Provider an additional period to cure the breach, but this does not limit Saily’s right to terminate the IO at any time. Instances of material breach include, but is not limited to, cases when:

14.2.1. Services and/or Content provided under the IO: 

14.2.1.1. are not compliant, fully or in part, with the IO; 

14.2.1.2. are not compliant, fully or in part, with established business practice, professional standards, industry codes; 

14.2.1.3. violate any applicable law, regulation, judicial or administrative action, or rights of a third parties; 

14.2.1.4. are defamatory, obscene, harassing, tortuous, vulgar, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; 

14.2.1.5. damage the reputation, brand, image, likeness, expression in the public domain of Saily, its representatives, affiliates, officers, directors, employees, agents, clients, service providers and all other related third parties; 

14.2.2. the Service Provider breaches the General Warranties and Representations of the Service Provider specified in chapter 5;

14.2.3. the Service Provider breaches the Section “Period of making available the Content” indicated in the IO.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. This Agreement and the relations between the parties in connection with this Agreement (including the matters of entering into, validity, invalidity, implementation and termination of this Agreement) will be governed and the Agreement will be construed in accordance with the Laws of the Netherlands.

15.2. The parties will attempt to settle any claim or controversy arising out of this Agreement through consultations in the spirit of mutual cooperation. If the parties shall be unable to reach amicable settlement within 30 (thirty) days of delivery of a written notice by one party to the other party, then any disputes (including all claims, controversies, and disagreements) arising in connection with the present Agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of one arbitrator. The arbitral tribunal shall be appointed according to the list procedure. The place of arbitration shall be Rotterdam. The proceedings shall be conducted in the English language.

16. OTHER PROVISIONS

16.1. Validity. These General Terms and each IO come into force and shall be valid for the term as specified in the IO. No expiration or termination of the Agreement shall affect the rights or obligations of a party pursuant to any provision of the Agreement that, by its sense and context, is intended to survive expiration or termination, including, without limitation, provisions at Sections 6, 7, 8, 9, 11, 12, 14.

16.2. Amendments. All amendments to the particular IO are only valid when made in writing and properly executed by the parties. A term or condition of the particular IO can be waived or modified only by written consent of both parties.

16.3. Conflict. In case of conflict between these General Terms and the IO the IO shall prevail over General Terms.

16.4. Authorizations. Each of the parties warrant and represent to each other that persons signing this Agreement on behalf of the parties have all the proper powers, authorizations, consents, as well as all the documents supporting the authorizations, required to sign this Agreement and duly execute the obligations hereunder.

16.5. Waiver. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

16.6. Communication. Appointed contact persons shall be responsible for the contacts between the parties. If the Service Provider appoints a new contact person, it shall notify this to Saily immediately, but not later than in five (5) days after such appointment. If the Service Provider fails to notify Saily about the appointment of the new contact person, any communication sent by Saily to the contact person of the Service Provider which was notified to Saily will be held as delivered properly.

All messages, deliveries, notification and other correspondence of the parties shall be delivered to the party by hand, sent by reputable courier, by e-mail or certified/registered mail (return or delivery receipt requested, postage prepaid), unless otherwise specified in the Agreement. A document sent by e-mail shall be deemed to have been received by the other party on the same business day if the e-mail is sent during normal business hours of the receiving party, or on the next business day if sent after normal business hours. A document sent by certified/registered mail shall be deemed to have been received on the third business day following the day on which the document sent to the addressee is served on the postal service provider.

Written approval referred to in these General Terms also includes approval via email.

16.7. Independent Contractors. The parties of the Agreement are independent contractors. Nothing in the present Agreement creates a partnership, joint venture, agency, franchise, sales representative, shareholder, or employer/employee relationship between the parties. Service Provider understands that it has no authority to act on behalf of Saily in any matter whatsoever.

16.8. Severability. If any provision of this Agreement, or portion thereof, is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.

16.9. Counterparts and Signing of the IO. The IO may be executed in two counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement between the parties. The IO signed and transmitted electronically by facsimile, email, DocuSign platform or any other manner acceptable to both parties is to be treated as an original and shall have the same binding effect as an original signature on an original document.